SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 22, 1997
NORTH AMERICAN MORTGAGE COMPANY
(Exact name of Registrant as Specified in Charter)
Delaware 01-11017 68-0267088
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
3883 Airway Drive, 95403
Santa Rosa, California (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code (707) 523-3000
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Item 5. Other Events
North American Mortgage Company (the "Company") and Dime Bancorp, Inc.
("Dime") announced on June 23, 1997 the signing of a definitive merger agreement
providing for the merger of the Company and a subsidiary of Dime. As permitted
by General Instruction F to Form 8-K, the Company incorporates by reference the
information contained in the press release which is filed as an Exhibit to this
Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits.
99.1 - Press Release, dated June 23, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTH AMERICAN MORTGAGE COMPANY
By: /s/ Martin S. Hughes
--------------------------------
Name: Martin S. Hughes
Title: Chief Financial Officer
June 23, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 Press Release, dated June 23, 1997.
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Definitive Agreement Announced; Dime Sets 6.9 Million Share Repurchase Program
Dime Bancorp, Inc. (NYSE: DME) and North American Mortgage Company (NYSE:
NAC) announced a definitive agreement for Dime to acquire North American, a
mortgage banking company headquartered in Santa Rosa, California. Under the
terms of the transaction, which will be tax-free to North American stockholders,
1.37 shares of Dime common stock will be exchanged for each share of North
American common stock outstanding at the time of the closing. Based on Dime's
closing price on June 20, 1997, this ratio represents a value of $26.03 per
share of North American common stock, for an aggregate transaction value of $374
million. In connection with the transaction, which will be accounted for as a
purchase, Dime announced that its Board of Directors had approved a program to
repurchase 6.9 million shares of Dime common stock, or approximately 35% of the
shares to be issued in the transaction.
Lawrence J. Toal, President and Chief Executive Officer of Dime, said,
"This acquisition is an important building block that accelerates our strategy
to transform Dime from a traditional thrift to a super-community bank in the
greater New York area and a high performance mortgage banking and consumer
financial services company in selected national markets. The acquisition
provides Dime with a geographically diverse, multi-channel, multi-product
originations network generating loans both for our portfolio and for sale in the
secondary market. In addition, we believe that the combined companies' $30
billion mortgage servicing portfolio will help us achieve scale economies while
generating higher levels of recurring fee income. From a financial perspective,
the North American transaction is expected to be accretive to earnings on both a
cash and reported basis in the first year, and at the same time, it is
structured to maintain our capital management flexibility."
"The addition of North American's experienced managers and field
professionals builds upon our already strong mortgage banking team. Importantly,
we also gain a national franchise, access to an established technology platform
and a growing sub- prime lending program. With this acquisition, we will have
strategically positioned Dime's mortgage banking business where we want it to be
in terms of scale and balance. Going forward, we will be focusing on building
our other key lines of business in order to achieve our objective of creating a
diversified and balanced portfolio of businesses and revenue sources," added Mr.
Toal.
John F. Farrell, Jr., Chairman and Chief Executive Officer of North
American, said "The combination of these companies will result in a mortgage
business that will be one of the most formidable production and servicing
companies in the industry. North American, with its well-established national
branch system, and Dime, with its broad range of proprietary loan products, are
well suited to complement each other's strengths." North American Acquisition
The transaction is expected to close in the fourth quarter of 1997, subject to
the satisfaction of certain conditions, including approval by North American's
stockholders and clearance under the Hart-Scott-Rodino Act. North American has
the right to terminate the agreement if the price of Dime common stock declines
20% or more (both absolutely and as compared to an index of other financial
institution stocks), subject to Dime's right to provide additional shares. The
agreement also grants Dime a "termination" fee of $15 million under certain
specified circumstances.
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North American originates mortgage loans in 31 states through a network of
107 offices. In the twelve months ended March 31, 1997, North American
originated $8.3 billion of loans and at March 31, 1997 serviced $12.5 billion of
loans. On a pro forma combined basis, the two companies' last twelve month
originations would rank 9th nationwide, and the combined servicing portfolio of
$30 billion at March 31, 1997 would rank 21st in the nation.
The mortgage company will be headquartered in Tampa, Florida and will
operate under the North American name in most markets and the Dime name in
selected markets. Fred Koons, the Chief Executive Officer of Dime's mortgage
business, will head the mortgage company. Terry Hodel, North America's
President, will be Vice Chairman of the Mortgage company, and Dime's Rich Mirro
will be President and Chief Operating Officer. Dime Stock Repurchase In
connection with the North American acquisition, Dime's Board of Directors
approved a program to repurchase 6.9 million shares of its common stock. The
shares will be purchased over time at prevailing prices in the open market or in
privately-negotiated transactions. Dime said that it had repurchased 4.7 million
shares pursuant to its previously announced 5% stock repurchase program.
Dime Bancorp, Inc. is the holding company of The Dime Savings Bank of New
York, FSB. At March 31, 1997, Dime had assets of $18.5 billion, deposits of
$12.8 billion, and stockholders' equity of $1.1 billion. The Bank operates 90
branches in the greater New York metropolitan area and one branch in Florida.
Dime originates loans in selected markets throughout the United States. EDITOR'S
NOTE: Certain statements in this release are forward-looking. These may be
identified by the use of forward-looking words or phrases such as "believe,"
"expect," "anticipate," "should," "planned," "estimated," and "potential." These
forward-looking statements are based on Dime's and North American's current
expectations. The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for such forward-looking statements. In order to comply with the
terms of the safe harbor, Dime and North American note that a variety of factors
could cause Dime's and North American's actual results and experience to differ
materially from the anticipated results or other expectations expressed in such
forward-looking statements. Actual results may differ materially from the
results discussed in these forward-looking statements. Factors that might cause
a difference include, but are not limited to, the following: (1) expected cost
savings from the acquisition cannot be fully realized or realized within the
expected time frames; (2) revenues following the proposed acquisition are lower
than expected; (3) costs or difficulties related to the integration of the
businesses of Dime and North American are greater than expected (4) changes in
the interest rate environment reduce interest margins; and (5) general economic
conditions, either nationally or in the states in which the combined company
will be concentrated, are less favorable than expected. Further information that
could affect the financial results of Dime after the proposed transaction is
discussed in Dime's Reports on Form 10-K for the period ended December 31, 1996
and Form 10-Q for the period ended March 31, 1997 and Form 8-K as of April 23,
1997, April 25, 1997, May 9, 1997 and June 16, 1997, as filed with the
Securities and Exchange Commission, to which reports reverence is hereby made.
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