<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
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): July 17, 1997
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Dime Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-13094 11-3197414
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
589 Fifth Avenue, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 326-6170
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Not Applicable
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(Former Name or Former Address, if changed since last Report)
<PAGE>
Item 5. Other Events.
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On July 17, 1997, Dime Bancorp, Inc. (the "Registrant"), issued a press
release announcing its preliminary financial results for the second quarter of
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.
----------------------------------
The following exhibit is attached to this Current Report.
99 - Press Release, dated July 17, 1997, issued by the Registrant.
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SIGNATURES
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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/ Gene C. Brooks
-----------------------------
Gene C. Brooks
Executive Vice President
and General Counsel
Date: July 25, 1997
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EXHIBIT INDEX
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Exhibit Item Page
- ------- ---- ----
99 Press Release, dated July 17, 1997, 5
issued by Dime Bancorp, Inc.
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<PAGE>
EXHIBIT 99
[DIME BANCORP, INC. LETTERHEAD APPEARS HERE]
CONTACT: FRANKLIN L. WRIGHT
(212) 326-6170
OR
DAVID NEIBART
GAVIN ANDERSON & COMPANY
(212) 373-0200
JULY 17, 1997
97/7
FOR IMMEDIATE RELEASE
- ---------------------
DIME REPORTS HIGHER SECOND QUARTER OPERATING EARNINGS
EXCLUSIVE OF ONE-TIME CHARGE, EARNINGS UP 29.6% OVER PRIOR YEAR
---------------------------------------------------------------
New York, NY -- July 17, 1997 -- Dime Bancorp, Inc. (NYSE: DME),
parent company of The Dime Savings Bank of New York, FSB, today announced net
income for the 1997 second quarter of $27.8 million, or $0.26 per fully diluted
share, after giving effect to a $14.6 million pre-tax charge associated with a
previously-announced bulk sale of non-performing assets. The reported net
income compared with $29.0 million, or $0.27 per share, for the 1996 second
quarter and $32.9 million, or $0.31 per share, for the first quarter of 1997.
The annualized return on average stockholders' equity was 10.7% in the 1997
second quarter, compared with 11.7% in the 1996 second quarter and 12.7% in the
1997 first quarter. Excluding the effect of the bulk sale charge, the return on
average stockholders' equity for the 1997 second quarter was 14.1%."
-1-
<PAGE>
Operating earnings, which exclude the charge associated with the bulk
sale, were $36.8 million for the 1997 second quarter. On a per share basis,
Dime's operating earnings were $0.35, a 29.6% increase from the year-earlier
period, and up 12.9% from this year's first quarter.
For the six months ended June 30, 1997, Dime earned net income of
$60.7 million, or $0.57 per fully diluted common share, up from $56.0 million,
or $0.51 per share, in the first half of 1996. Excluding the one-time charge
for the bulk sale, Dime's net income for the first two quarters of 1997 was
$69.8 million, or $0.66 per share.
Lawrence J. Toal, Chief Executive Officer, commented, "Dime's second
quarter was marked by strong operating performance and a number of major
accomplishments. The improvement in operating performance reflects the
accelerating momentum in our five key businesses, which combined to increase
both net interest income and fee income. Simultaneously, the company's credit
quality and operating efficiency also improved.
"Our total loan production during the 1997 second quarter was $1.27
billion, up 56% from the first quarter, with particularly strong results in our
mortgage banking and commercial real estate groups. And we ended the quarter
with approximately $1.1 billion of residential loans in the pipeline," said Mr.
Toal.
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<PAGE>
"The 1997 second quarter was also marked by a series of important
accomplishments, including completion of the acquisition of Bankers Federal
Savings, the bulk sale of $126 million of non-performing assets, issuance of
$200 million of Trust Preferred securities, declaration of a cash dividend, and
an agreement to acquire North American Mortgage Company. In sum, we are pleased
with both the direction and pace of our progress during the quarter and believe
that Dime is well-positioned for further growth," he added.
Operating Results
- -----------------
Net Interest Income Mr. Toal noted that net interest income of $119.1
-------------------
million for the 1997 second quarter was up from $114.1 million in the second
quarter a year ago and $117.3 million in the 1997 first quarter, as the benefits
from the Bankers Federal acquisition and the reinvestment of the proceeds of the
bulk sale more than offset the additional interest costs associated with the
Trust Preferred securities. "The addition of Bankers Federal's loan portfolio,
together with our growing loan volume, resulted in the total loan portfolio
increasing to $11.59 billion, up 8% as compared with the end of 1996," he
commented.
Net Interest Margin The net interest margin during the 1997 second
-------------------
quarter was 2.52%, up from 2.39% for the three months ended June 30, 1996 and
2.51% in the first quarter of 1997, as higher yields from loans and mortgage-
backed securities were partially offset by an increase in the cost of funds,
primarily reflecting generally higher short-term market rates as well as the
expense of the Trust Preferred securities.
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<PAGE>
Non-Interest Income Total non-interest income was $29.2 million in
-------------------
the 1997 second quarter, a 24.5% increase from the $23.5 million earned in the
same quarter of 1996 and up 5.9% from $27.6 million in the 1997 first quarter.
"Revenues from fee-generating activities rose during the 1997 second quarter,
with banking and loan servicing fees increasing 14.0% and 15.6%, respectively,
as compared with the year-earlier period, and 9.2% and 3.1%, respectively, as
compared with the 1997 first quarter," said Mr. Toal.
Non-Interest Expense Total non-interest expense was $80.5 million in
--------------------
the 1997 second quarter, compared with $77.8 million in the 1996 second quarter
and $80.6 million in the first quarter of 1997. "The 1997 second quarter
results also reflected the company's continuing focus on expense management.
General and administrative expense for the quarter was $73.7 million, an
increase of $1.3 million from the 1997 first quarter, largely attributable to
the addition of Bankers Federal's operations for two months of the second
quarter. The 1997 second quarter also included costs associated with the growth
of our businesses--investments that are expected to contribute to higher
revenues in the future. Our efficiency ratio in the 1997 second quarter
improved to 49.6% from 50.7% in the 1996 second quarter and 50.2% in the 1997
first quarter," Mr. Toal stated.
Effective Tax Rate Tax management strategies reduced Dime's effective
------------------
tax rate for the 1997 second quarter to 38.0%, from 41.5% in the 1996 second
quarter and 39.3 % in the first quarter of 1997.
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<PAGE>
Loan Production
- ---------------
Dime's 1997 second quarter loan production totaled $1.27 billion, an
increase of 47% as compared with $864 million in the 1996 second quarter, and up
56% from the 1997 first quarter total of $813 million. "The 1997 second quarter
loan production included over $1 billion in residential property loans, as our
mortgage banking group expanded our correspondent business and entered new
markets, compared with $638 million of residential loans in the 1997 first
quarter," said Mr. Toal. "Our commercial real estate group also had a strong
quarter, with originations totaling $85.4 million," he added.
Asset Quality
- -------------
At June 30, 1997, non-performing assets, which consist of non-accrual
loans and other real estate owned, were $127.1 million, down 48.1%, or $117.8
million, from $244.9 million at December 31, 1996. The reduction in non-
performing assets reflected, in large part, the bulk sale of approximately $126
million of residential non-performing assets during the 1997 second quarter. In
connection with the sale, Dime made an additional provision for loan losses of
$14.0 million and a $0.6 million provision for other real estate owned. Non-
performing assets at June 30, 1997 included approximately $9 million associated
with the purchase of Bankers Federal. The ratio of non-performing assets to
total assets was 0.63% at the end of the 1997 second quarter, while the ratio of
non-accrual loans to total loans receivable was 0.89%, as compared with 1.30%
and 1.78%, respectively, at December 31, 1996. At June 30, 1997, the allowance
for loan losses was $101.0 million, or 97.9% of non-accrual loans, compared with
$106.5 million, or 55.6% of non-accrual loans, at December 31, 1996.
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Stock Repurchases
- -----------------
"Since the end of the first quarter, we have repurchased approximately
2.4 million shares of our outstanding common stock at an average cost of $17.02
per share, completing the program announced in December 1996 to repurchase up to
5% of Dime's outstanding shares," said Mr. Toal. Dime has previously announced
that it plans to repurchase an additional 6.9 million common shares in
connection with its planned acquisition of North American Mortgage Company.
Acquisitions
- ------------
Bankers Federal On May 1, 1997, Dime completed its acquisition of
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BFS Bankorp, Inc., the parent company of Bankers Federal Savings FSB. As a
result, Dime acquired approximately $590 million in loans, deposits of $450
million, and five branches in New York City.
North American Mortgage Company On June 23, 1997, Dime announced a
-------------------------------
definitive agreement to acquire North American Mortgage Company (NYSE: NAC).
Under the agreement, 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.
North American originates mortgage loans in 31 states through a network of 107
offices. The acquisition, which is subject to the satisfaction of certain
conditions, including approval by North American's stockholders, is expected to
close in the fourth quarter of 1997.
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<PAGE>
At June 30, 1997, Dime had assets of $20.09 billion and deposits of
$13.34 billion. Stockholders' equity was $1.06 billion and the ratio of
stockholders' equity to total assets was 5.27% at that date. Tangible
stockholders' equity was $1.01 billion at June 30, 1997, and the ratio of
tangible stockholders' equity to total tangible assets was 5.04% on that date.
The Dime is a regional bank serving consumers and businesses through 90 branches
located throughout the greater New York City 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 forward-looking 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 from both financial and non-financial institutions, changes in
applicable laws and regulations, the timing and occurrence (or nonoccurrence) of
transactions and events that may be subject to circumstances beyond Dime's
control and general economic conditions.
# # #
PLEASE VISIT DIME'S HOME PAGE ON THE INTERNET: WWW.DIME.COM
<PAGE>
DIME BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1997 1996
-------------- --------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 163,450 $ 158,753
Money market investments 35,824 25,764
Loans held for sale 228,487 115,325
Securities available for sale 3,166,733 2,589,572
Securities held to maturity 4,015,006 4,363,971
Federal Home Loan Bank of New York stock 272,176 266,244
Loans receivable, net:
Residential real estate 8,416,911 8,074,905
Commercial and multifamily real estate 2,415,241 1,885,733
Consumer 711,291 734,281
Business 50,680 43,138
Allowance for loan losses (101,026) (106,495)
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Total loans receivable, net 11,493,097 10,631,562
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Other real estate owned, net 23,937 53,255
Accrued interest receivable 118,016 106,041
Premises and equipment, net 113,174 103,541
Mortgage servicing assets 122,131 127,745
Deferred tax asset, net 156,052 183,672
Other assets 179,093 144,663
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Total assets $20,087,176 $18,870,108
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $13,335,199 $12,856,739
Securities sold under agreements to repurchase 4,265,905 3,550,234
Federal Home Loan Bank of New York advances 688,218 925,139
Senior notes 197,693 197,584
Guaranteed preferred beneficial interests
in Corporation's junior subordinated
deferrable interest debentures 196,477 --
Other borrowed funds 151,991 142,234
Other liabilities 192,405 175,841
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Total liabilities 19,027,888 17,847,771
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Stockholders' equity:
Common stock 1,083 1,083
Additional paid-in capital 914,386 914,386
Retained earnings 212,737 158,956
Treasury stock, at cost (70,428) (51,498)
Net unrealized gain on securities available
for sale, net of taxes 2,237 22
Unearned compensation (727) (612)
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Total stockholders' equity 1,059,288 1,022,337
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Total liabilities and stockholders' equity $20,087,176 $18,870,108
=========== ===========
</TABLE>
<PAGE>
DIME BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
----------- ----------- ----------- -----------
(In thousands, except per share data) 1997 1996 1997 1996
----------- ----------- ----------- -----------
(unaudited)
<S> <C> <C> <C> <C>
Interest income $ 338,968 $ 332,815 $ 663,839 $ 676,343
Interest expense 219,871 218,737 427,469 447,930
--------- --------- --------- ---------
Net interest income 119,097 114,078 236,370 228,413
Provision for loan losses 23,000 10,250 33,000 20,750
--------- --------- --------- ---------
Net interest income after provision
for loan losses 96,097 103,828 203,370 207,663
--------- --------- --------- ---------
Non-interest income:
Loan servicing fees, net 10,221 8,843 20,138 18,737
Banking service fees 7,388 6,480 14,156 13,186
Securities and insurance brokerage fees 5,767 5,633 11,818 10,307
Net gains (losses) on sales activities 2,050 (1,906) 4,133 (1,445)
Other 3,810 4,438 6,596 6,271
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Total non-interest income 29,236 23,488 56,841 47,056
--------- --------- --------- ---------
Non-interest expense:
General and administrative expense:
Compensation and employee benefits 34,474 31,815 69,215 65,791
Occupancy and equipment, net 13,561 13,434 26,896 26,209
Other 25,655 25,584 49,960 49,027
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Total general and administrative expense 73,690 70,833 146,071 141,027
Other real estate owned expense, net 1,581 2,159 4,633 4,652
Amortization of mortgage servicing assets 5,267 4,796 10,469 10,221
Restructuring and merger-related expense -- -- -- 3,504
--------- --------- --------- ---------
Total non-interest expense 80,538 77,788 161,173 159,404
--------- --------- --------- ---------
Income before income tax expense 44,795 49,528 99,038 95,315
Income tax expense 17,023 20,539 38,350 39,271
--------- --------- --------- ---------
Net income $ 27,772 $ 28,989 $ 60,688 $ 56,044
========= ======== ======== ========
Primary and fully diluted earnings per common share $ 0.26 $ 0.27 $ 0.57 $ 0.51
======== ======== ======== ========
Primary average common shares outstanding 106,031 109,100 106,342 109,560
======== ======== ======== ========
Fully diluted average common shares outstanding 106,125 109,221 106,397 109,709
======== ======== ======== ========
</TABLE>
<PAGE>
DIME BANCORP, INC. AND SUBSIDIARIES
SELECTED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
------------------ ------------------ ------------------ ------------------
(Dollars in thousands, except per share data) 1997 1996 1997 1996
------------------ ------------------ ------------------ ------------------
(unaudited)
<S> <C> <C> <C> <C>
Performance Ratios: (1)
Interest rate spread 2.42% 2.29% 2.40% 2.28%
Net interest margin 2.52 2.39 2.52 2.37
General and administrative expense to
average assets 1.49 1.43 1.50 1.41
Efficiency ratio 49.58 50.73 49.88 50.45
Return on average assets 0.56 0.59 0.62 0.56
Return on average stockholders' equity 10.67 11.72 11.66 11.32
Average Balances:
Interest-earning assets $18,954,365 $19,092,407 $18,694,993 $19,281,772
Interest-bearing liabilities 18,549,245 18,692,401 18,268,996 18,881,224
Total assets 19,746,236 19,799,348 19,469,422 19,999,451
Stockholders' equity 1,041,226 989,429 1,040,660 989,921
<CAPTION>
At At
June 30, December 31,
1997 1996
------------------ ------------------
(unaudited)
<S> <C> <C>
Regulatory Capital Ratios (The Dime
Savings Bank of New York, FSB):
Tangible 5.66% 6.06%
Leverage 5.66 6.06
Risk-based 12.03 13.08
Tier 1 risk-based 11.05 11.96
Asset Quality:
Non-performing assets $ 127,078 $ 244,845
Non-performing assets to total assets 0.63% 1.30%
Non-accrual loans to total loans receivable 0.89 1.78
Allowance for loan losses to non-accrual loans 97.91 55.58
Allowance for loan losses to total loans receivable 0.87 0.99
Financial Condition and Other Data:
Interest-earning assets $19,312,349 $18,098,933
Interest-bearing liabilities 18,835,483 17,671,930
Book value per common share 10.21 9.76
Tangible book value per common share 9.74 9.67
Stockholders' equity to total assets 5.27 % 5.42 %
</TABLE>
(1) Ratios have been annualized.
