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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): October 15, 1997
Dime Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13094 11-3197414
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
589 Fifth Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 326-6170
Not Applicable
(Former Name or Former Address, if changed since last Report)
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Item 2. Acquisition or Disposition of Assets.
On October 15,1997, Dime Bancorp, Inc. (the "Registrant")
consummated the acquisition (the "Acquisition") of North American Mortgage
Company, a Delaware corporation ("NAMC"), in accordance with the terms of the
Agreement and Plan of Combination, dated as of June 22, 1997 and amended and
restated as of July 31, 1997 (the "Agreement"), by and among NAMC, the
Registrant, The Dime Savings Bank of New York, FSB and 47th Street Property
Corporation. The Agreement was previously filed with the Securities and Exchange
Commission (the "Commission") on September 12, 1997 as Appendix A to the NAMC
Proxy Statement/Prospectus dated September 15, 1997 under cover of the
Registrant's Registration Statement on Form S-4 (Registration No. 333-35565)
(the "Form S-4"), and the Acquisition is described more fully therein. Form S-4
is incorporated by reference herein.
The Registrant announced the consummation of the Acquisition in a
press release on October 15, 1997. The press release has been filed as an
exhibit to this Current Report and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial Statements of the Business Acquired. The following
documents previously filed with the Commission are incorporated by reference in
this Current Report:
(i) NAMC's Annual Report on Form 10-K, as amended by
Amendment No.1 on Form 10-K/A to NAMC's Annual Report on Form 10-K
for the year ended December 31, 1996; and
(ii) NAMC's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.
(b) Pro Forma Financial Information. The pro forma financial
information set forth on pages 42 through 47 of the Form S-4 is incorporated by
reference in this Current Report.
(c) Exhibits. The following exhibits are attached to this Current
Report.
13.1 - NAMC's Annual Report on Form 10-K, as amended by Amendment
No. 1 on Form 10-K/A to NAMC's Annual Report on Form 10-K,
for the year ended December 31, 1996 (Registration No.
1-11017)(incorporated by reference herein)
13.2 - NAMC's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (Registration No. 1-11017) (incorporated by
reference herein)
13.3 - NAMC's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 (Registration No. 1-11017) (incorporated by
reference herein)
23 - Consent of Ernst & Young
99.1 - Press Release, dated October 15, 1997, issued by the
Registrant
99.2 - The Registrant's Registration Statement on Form S-4, filed
with the Commission on September 12, 1997 (Registration
No. 333-35565) (incorporated by reference herein)
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SIGNATURES
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, thereunto duly authorized.
DIME BANCORP, INC.
By: /s/ Lawrence J. Toal
_____________________________________
Lawrence J. Toal
Chief Executive Officer,
President and Chief Operating Officer
Date: October 30, 1997
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EXHIBIT INDEX
Exhibit Item Page
13.1 NAMC's Annual Report on Form 10-K, as amended by Amendment
No. 1 on Form 10-K/A to NAMC's Annual Report on Form 10-K,
for the year ended December 31, 1996 (Registration No.
1-11017)(incorporated by reference herein)
13.2 NAMC's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (Registration No. 1-11017) (incorporated by
reference herein)
13.3 NAMC's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 (Registration No. 1-11017) (incorporated by
reference herein)
23 Consent of Ernst & Young 5
99.1 Press Release, dated October 15, 1997, issued by the 6
Registrant
99.2 Pages 42 through 47 and Appendix A of the Registrant's
Registration Statement on Form S-4, filed with the
Commission on September 12, 1997 (Registration
No. 333-35565) (incorporated by reference herein)
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Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Form 8-K of Dime Bancorp,
Inc. dated October 30, 1997 announcing the consummation of the acquisition of
North American Mortgage Company by The Dime Savings Bank of New York, FSB, of
our report dated January 31, 1997, with respect to the consolidated financial
statements of NAMC and its subsidiaries, incorporated by reference in its
Annual Report (Form 10-K and Amendment 1 thereto on Form 10-K/A) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission and
the incorporation by reference of our report dated January 31, 1997 with
respect to the financial statement schedules of NAMC included in its Annual
Report (Form 10-K and Amendment 1 thereto on Form 10-K/A) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
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San Francisco, California
October 29, 1997
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[DIME LETTERHEAD]
Dime
Franklin L. Wright
212-326-6170
October 15, 1997
97/11
FOR IMMEDIATE RELEASE
DIME BANCORP COMPLETES ACQUISITION
OF NORTH AMERICAN MORTGAGE COMPANY
CREATES EIGHTH-LARGEST MORTGAGE ORIGINATOR IN U.S.
New York, NY-- October 15, 1997 -- Dime Bancorp, Inc. (NYSE: DME)
announced today that it had completed the acquisition of North American Mortgage
Company. The acquisition makes Dime the eighth-largest originator of residential
loans in the nation based on pro forma combined loan production in the first
half of 1997 of almost $6 billion. A loan servicing portfolio of over $30
billion makes Dime now the 20th largest mortgage servicer in the U.S.
"Combining North American's national loan production network and rapidly
growing sub-prime origination business with Dime's mortgage banking operations
is a major step towards completing our strategic objective of becoming a
high-performance provider of mortgage and consumer financial products in
selected markets throughout the country," said Lawrence J. Toal, Chief Executive
Officer of Dime.
Mr. Toal added, "We are ahead of schedule in planning the integration of
the operations of the two companies, and we anticipate completing the process
within a matter of weeks. We are confident of achieving our cost savings targets
quickly and, as previously announced, expect that the transaction will be
accretive to earnings."
Under the terms of the transaction, each share of North American common
stock outstanding at the time of the closing has been converted into the right
to receive 1.37 shares of Dime common stock. Based on the closing price of Dime
common stock on October 14, 1997 of $24.00, each such share of North American
has a value of $32.88. The transaction is being accounted for as a purchase and
is tax-free to North American Mortgage Company shareholders.
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The Dime is a regional bank serving customers and businesses through 90
branches located throughout the greater New York metropolitan area. Dime also
provides mortgage banking and consumer financial services in selected markets
throughout the United States.
Certain statements in Dime's press releases are forward-looking.
These may be identified by the use of words or phrases such as "believe,"
"expect," "anticipate," "should," "planned," "estimated," and "potential." These
forward-looking statements are based on Dime'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 notes that a variety of factors could cause Dime's actual results
and experience to differ materially from the anticipated results or other
expectations expressed in such forward-looking statements. The risks and
uncertainties that may affect the operations, performance, development, and
results of Dime's business include interest rate movements, competition form
both financial and non-financial institutions, changes in applicable laws and
regulations, the timing and occurrence (or non-occurrence) of transactions and
events that may be subject to circumstances beyond Dime's control and general
economic conditions.
NOTE: DIME BANCORP, INC. PLANS TO ANNOUNCE ITS EARNINGS RESULTS FOR THE
QUARTER ENDED SEPTEMBER 30, 1997, ON OCTOBER 16, 1997.
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