<PAGE>
As filed with the Securities and Exchange Commission on May 9, 1997
Registration No. ____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------
DIME BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3197414
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
589 Fifth Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
DIME BANCORP, INC. PRIDE SHARES PROGRAM
(Full Title of the Plan)
GENE C. BROOKS, ESQ.
General Counsel
589 Fifth Avenue, New York, New York 10017
(Name and Address of Agent for Service)
(212) 326-6170
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
Title of
Securities Amount Proposed Maximum Amount of
to be to be Maximum Offering Aggregate Offering Registration
Registered Registered Price per Share* Price* Fee
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 2,000,000 $16.4375 $32,875,000.00 $9,962.12
- ---------------------------------------------------------------------------------
</TABLE>
* In accordance with Rule 457(c) and (h), the Maximum Aggregate Offering Price
and Registration Fee have been computed as follows: (a) the price per share of
the Common Stock of Dime Bancorp, Inc. (the "Company") has been based on the
average of the high and low prices for the Common Stock of the Company as
reported on the New York Stock Exchange on May 5, 1997, and (b) using such price
per share, the aggregate amount of the Offering Price was then calculated on the
basis of the aggregate amount of shares of Common Stock of the Company issuable
in connection with the Dime Bancorp, Inc. Pride Shares Program.
<PAGE>
DIME BANCORP, INC. PRIDE SHARES PROGRAM
Cross-Reference Sheet
---------------------
Location in Prospectus
-----------------------
of Items on Form S-8 Pursuant to
---------------------------------
Rule 404 of the Securities Act
-------------------------------
of 1933, as Amended
--------------------
Part I
Item No. Location in Prospectus
- ---------- ----------------------
Item 1. (a)
(1) Cover page; Dime Bancorp, Inc. Pride Shares Program
("The Plan")
(2) Cover page; The Plan
(3) The Plan
(4) The Plan
(b)
(1) Cover page; The Plan
(2) *
(c) Cover Page; The Plan
(d)
(1) The Plan
(2) The Plan
(3) The Plan
(4) *
(5) The Plan
(6) The Plan
(e) Cover page; The Plan
(f) The Plan
(g) *
(h)
(1) The Plan
(2) The Plan
(3) *
(i) The Plan
<PAGE>
(j)
(1) The Plan
(2) The Plan
(3) *
Item 2. The Plan; Incorporation of Certain Documents by Reference; Available
Information
<TABLE>
<CAPTION>
Part II Page
Item No. No.
- ---------- -----
<S> <C> <C>
Item 3. (a) Incorporation of Documents by Reference
(b) Incorporation of Documents by Reference
(c) Incorporation of Documents by Reference 2
Item 4. *
Item 5. Interests of Named Experts and Counsel 3
Item 6. Indemnification of Directors and Officers 3
Item 7. *
Item 8. Exhibits
(a) Exhibits 7
(b) *
Item 9. Undertakings 7
</TABLE>
__________________
* Not applicable
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
This Registration Statement relates to the registration of 2,000,000 shares of
common stock, par value $.01 per share (the "Common Stock"), of Dime Bancorp,
Inc. (the "Company"), to be offered or sold pursuant to the Dime Bancorp, Inc.
Pride Shares Program (the "Plan").
The documents containing the information about the Plan specified in Part I of
Form S-8 will be sent or given to eligible and/or participating employees of the
Company as specified by Rule 428(b)(1) of Regulation C under the Securities Act
of 1933, as amended (the "Securities Act"), and such documents taken together
with the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8 shall constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Company shall provide a written statement to participants in the Plan
advising them of the availability, without charge, upon written or oral request,
of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, the documents which are incorporated by reference into
the Section 10(a) Prospectus, and the documents required to be delivered to them
pursuant to Rule 428(b) of Regulation C under the Securities Act. The address,
title of the individual or department, and telephone number to which the request
is to be directed shall be provided to participants.
<PAGE>
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference:
(i) The Company's Registration Statement on Form 8-A as filed with
the Commission on January 10, 1995, which includes a description of the Common
Stock;
(ii) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(iii) The Company's Current Report on Form 8-K filed on April 23,
1997; and
(iv) The Company's Current Report on Form 8-K filed on April 25,
1997.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of any post-effective
amendment indicating that all stock offered has been sold or deregistering all
stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of their
filing. Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Ira T. Wender is a director of The Dime Savings Bank of New York, FSB
("Dime Savings Bank") and the Company. Mr. Wender is the sole owner of Ira T.
Wender, P.C., which, commencing January 1, 1994, became Of Counsel at Patterson,
Belknap, Webb & Tyler LLP. During that period, the firm represented Dime Savings
Bank and the Company in certain legal matters. Fees were paid to the firm in
connection with such representation for the years 1994, 1995 and 1996. The
Company has retained the firm to perform legal services during 1997. The firm
will give an opinion upon the validity of the securities being registered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Certificate of Incorporation of the Company, as
amended (the "Certificate"), contains provisions expressly permitted under
Delaware law that limit certain types of causes of action that can be maintained
by a corporation (or by stockholders on behalf of the corporation) against its
directors. Accordingly, in any action by the Company or its stockholders
against the directors of the Company, the directors will not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as directors, except for (a) any breach of the directors' duty of
loyalty to the Company or its stockholders, (b) acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation
<PAGE>
4
of law, (c) improper dividends or distributions or (d) transactions involving
improper personal benefit.
The Certificate provides indemnification rights to any person who is made
or threatened to be made a party to any action (other than an action by or in
the right of the Company) by reason of the fact that such person has served as a
director or officer of the Company (or of any other entity, including Dime
Savings Bank, at the request of the Company) with respect to costs, expenses,
judgments, fines and amounts paid in settlement. Subject to applicable banking
laws and regulations, these indemnification provisions apply if such person
acted in good faith and in a manner he or she reasonably believed to be in (or
not opposed to) the best interests of the Company and, with respect to a
criminal action, if such person had no reasonable cause to believe that his or
her conduct was unlawful. The persons described in the preceding sentence are
entitled to indemnification rights in an action by or in the right of the
Company with respect to costs, expenses and amounts paid in settlement, subject
to the same standards, except where there is an adjudication of liability (in
which case indemnification is permitted only upon a court determination that
indemnification is, in view of all the circumstances, fair and reasonable). The
Certificate also provides for the Company to advance expenses of litigation
described in this paragraph on an on-going basis.
Under the Certificate, indemnification of the costs and expenses of
defending any action is required to be made to any director or officer who is
successful (on the merits or otherwise) in defending the action. Furthermore,
indemnification also is required to be made with respect to all amounts referred
to in the preceding paragraph, unless a determination is made by a majority of
disinterested directors (or if the disinterested directors so requested, or if a
quorum of disinterested directors does not exist, by independent counsel or by
the stockholders) that
<PAGE>
5
indemnification is not proper because the director or officer has not met the
applicable standard of conduct.
The Certificate also permits (but does not require) the Company to
indemnify and advance expenses to its non-officer employees and agents in
connection with any civil, criminal, administrative or investigative actions,
suits or proceedings.
The Certificate also provides that if the Delaware General Corporation Law
is amended to expand the permitted indemnification of directors and officers,
then the Company will indemnify directors and officers to the fullest extent
permitted by such amendment.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, employees and agents of the Company
pursuant to Delaware law, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer, employee or agent of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer, employee
or agent in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
Pursuant to the terms of the Agreement and Plan of Merger dated as of July
6, 1994, by and between the Company and Anchor Bancorp, Inc. ("Anchor"), as
amended, the Company will
<PAGE>
6
also indemnify each present and former director and officer of Anchor, the
Company and their respective subsidiaries against certain actions.
The Company will not be permitted to prepay (which would include the direct
or indirect transfer of any funds or assets and any segregation thereof for the
purpose of making, or pursuant to any agreement to make, any payment thereafter)
any legal expenses or amounts of, or costs incurred in connection with, any
settlement of, or judgment or penalty with respect to, any claim, proceeding or
action, if made in contemplation of, or after, any insolvency of the Company or
Dime Savings Bank or with a view to, or having the result of, preventing the
proper application of the assets of Dime Savings Bank to creditors or preferring
one creditor over another. Further, the Federal Deposit Insurance Corporation
(the "FDIC"), as authorized by statute, has issued regulations that would
restrict both the Company and Dime Savings Bank from indemnifying officers,
directors and employees for liability or legal expense with regard to any
administrative proceeding or civil action by the appropriate banking agency that
results in a final order pursuant to which such person is assessed a civil money
penalty, is removed or prohibited from participating in the conduct of the
affairs of the institution, or is required to cease and desist or take
affirmative action ordered by the agency.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
<PAGE>
7
ITEM 8. EXHIBITS PURSUANT TO ITEM 601 OF REGULATION S-K.
4.1 Copy of the Dime Bancorp, Inc. Pride Shares Program
5.1 Opinion of Counsel regarding the Legality of the Common Stock
Being Registered by the Company
23.1 Consent of Counsel (included in Opinion of Counsel)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney
(included in the Signature Page of this Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. The Registrant hereby undertakes:
-----------------
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) that, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement
<PAGE>
8
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
--------------------------------------------------------------------
The Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Incorporated Annual and Quarterly Reports. The Registrant hereby
-----------------------------------------
undertakes to deliver or cause to be delivered with the Prospectus, to each
person to whom the Prospectus is
<PAGE>
9
sent or given, the latest annual report to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the Prospectus, to deliver, or cause to be
delivered, to each person to whom the Prospectus is sent or given the latest
quarterly report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
(d) Indemnification. Insofar as indemnification for liabilities arising
---------------
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 6th day of May,
1997.
DIME BANCORP, INC.
By: /s/ Lawrence J. Toal
---------------------------------------------
Lawrence J. Toal
Chief Executive Officer,
President and Chief Operating Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes Lawrence J. Toal and Gene C. Brooks, and each of them, as
attorneys-in-fact, to sign on his or her behalf, individually and in each
capacity stated below, and to file any amendment, including post-effective
amendments, to this Registration Statement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lawrence J. Toal Director, Chief Executive Officer, May 6, 1997
- ---------------------------- President and Chief Operating
Lawrence J. Toal Officer (Principal Executive Officer)
/s/ Harold E. Reynolds Senior Vice President and Comptroller May 6, 1997
- ---------------------------
Harold E. Reynolds
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Derrick D. Cephas Director May 6, 1997
- ----------------------------
Derrick D. Cephas
/s/ Frederick C. Chen Director May 6, 1997
- ----------------------------
Frederick C. Chen
/s/ J. Barclay Collins II Director May 6, 1997
- ----------------------------
J. Barclay Collins II
/s/ Richard W. Dalrymple Director May 6, 1997
- ----------------------------
Richard W. Dalrymple
/s/ E. Charlotte Fanta Director May 6, 1997
- ----------------------------
E. Charlotte Fanta
/s/ James F. Fulton Director May 6, 1997
- ----------------------------
James F. Fulton
/s/ Murray Handwerker Director May 6, 1997
- ----------------------------
Murray Handwerker
/s/ Sally Hernandez-Pinero Director May 6, 1997
- ----------------------------
Sally Hernandez-Pinero
/s/ Virginia M. Kopp Director May 6, 1997
- ----------------------------
Virginia M. Kopp
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James M. Large, Jr. Director May 6, 1997
- ----------------------------
James M. Large, Jr.
/s/ John Morning Director May 6, 1997
- ----------------------------
John Morning
/s/ Margaret Osmer-McQuade Director May 6, 1997
- --------------------------
Margaret Osmer-McQuade
/s/ Dr. Paul A. Qualben Director May 6, 1997
- --------------------------
Dr. Paul A. Qualben
/s/ Eugene G. Schulz, Jr. Director May 6, 1997
- ----------------------------
Eugene G. Schulz, Jr.
/s/ Howard Smith Director May 6, 1997
- ----------------------------
Howard Smith
/s/ Dr. Norman Smith Director May 6, 1997
- ----------------------------
Dr. Norman Smith
/s/ Lawrence J. Toal Director May 6, 1997
- ----------------------------
Lawrence J. Toal
/s/ Ira T. Wender Director May 6, 1997
- ----------------------------
Ira T. Wender
</TABLE>
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Page
- ----------- ------------
4.1 Copy of the Dime Bancorp, Inc. Pride Shares
Program................................................
5.1 Opinion of Counsel regarding the Legality of the Common
Stock Being Registered by the Company..................
23.1 Consent of Counsel
(included in the Opinion of Counsel)...................
23.2 Consent of KPMG Peat Marwick LLP.....................
24 Power of Attorney
(included in the Signature Page of this
Registration Statement)................................
<PAGE>
(Dime Logo)
Your
PRIDE SHARES
Stock Option Program
<PAGE>
INTRODUCTION
Pride Shares is Dime's new stock option program. This program captures the
spirit of a successful Dime. The pride we bring to our work. Superior customer
service. Teamwork. Consummate professionalism. A commitment to action.
The program does something else; something very special. It gives you an added
opportunity to link your financial future to that of Dime. The program provides
you with another way to own Dime common stock in addition to the opportunities
available through the Employee Stock Purchase Plan and the Retirement 401(k)
Investment Plan.
Pride Shares are stock options. They can increase your ownership stake in Dime.
They can provide you with significant financial rewards based on Dime's business
success, as measured by the value of its common stock. That success depends on
the collective efforts of all of us, no matter where within the organization we
work.
The program emphasizes performance. Dime's. Yours. It also calls for an enhanced
perspective on the meaning of personal performance -- not just as an employee
but as an owner. Throughout the year, Dime will provide information and training
to help you see how your efforts impact the bottom line and how they help
maximize the potential that the Pride Shares program provides.
This booklet contains information about the key features of the Pride Shares
program. But learning about Pride Shares is the easy part. Making the most of
the program requires that you keep a continuous focus on the importance of your
position and its effect on Dime's future. The program has been built on the
assumption that you look forward to being a partner in Dime's success, while
adding to the pride we all share in the achievement of our goals.
1
<PAGE>
DIME BANCORP, INC. PRIDE SHARES PROGRAM
Shares of Common Stock,
Par Value $.01 Per Share, of Dime Bancorp, Inc.
This Prospectus relates to shares of common stock, par value $.01 per
share, of Dime Bancorp, Inc. ("Dime common stock" or "Dime stock"), which may
be acquired from time to time by participants in the Dime Bancorp, Inc. Pride
Shares Program who are employees of The Dime Savings Bank of New York, FSB or
Dime Mortgage, Inc., or certain other related entities of Dime Bancorp, Inc.
This document constitutes part of a Prospectus covering
securities that have been registered under the
Securities Act of 1933, as amended.
The date of this Prospectus is May 9, 1997.
2
<PAGE>
DIME BANCORP, INC.
PRIDE SHARES PROGRAM
TABLE OF CONTENTS
Page
Objectives............................................. 4
Eligibility............................................ 4
Annual Grants.......................................... 4
Exercising Your Options................................ 6
Example................................................ 8
Tax Matters............................................ 9
Summary................................................ 10
Some Key Terms......................................... 10
Other Important Terms and Conditions................... 12
3
<PAGE>
OBJECTIVES
What you do -- and, more importantly, how well you do it -- makes a big
difference in how Dime is rated by the financial community. That measurement is
on-going. It happens every business day and is reflected in the value of Dime
stock.
Pride Shares can reward you and your co-workers based on how well Dime scores in
the marketplace. The objectives of the program are:
FIRST, to encourage each of us to think like an owner of Dime. Increasing
employee stock ownership -- which Pride Shares can do -- should help Dime build
on its many strengths.
SECOND, by encouraging you to think like an owner, Pride Shares helps support
Dime's mission statement, which calls for us to become New York's premier
"Hometown Bank" and a mortgage banking and consumer financial services company
with a national reputation for excellence.
Dime believes that employees with a sense of ownership bring more energy and
determination to the achievement of strategic business objectives than those who
lack that linkage.
THIRD, to put more shares of Dime common stock in the hands of our employees --
in people like you. Through Pride Shares, you can help shape, as well as share,
in the future success of Dime.
STOCK VALUES
Many factors influence the value of a company's common stock -- inflation, or
the threat of it, the general economic health of the country, the comments of
financial writers. But one key factor is a solid track record -- i.e., the
capability of generating sustained and solid earnings over time through the
active involvement of a knowledgeable and committed workforce. Wall Street's
measure of Dime is shaped each day by what we make happen every day through the
work we do.
ELIGIBILITY
If you are a full-time salaried or commission-based employee of The Dime Savings
Bank of New York, FSB or Dime Mortgage, Inc.,/1/ you are eligible to participate
in the Pride Shares program. For purposes of determining the option grants under
the program, commission-based employees shall be treated like salaried
employees. Hourly employees of the Bank and Dime Mortgage are also eligible as
explained on the next page.
ANNUAL GRANTS
There will be three annual grants of stock options under the Pride Shares
program. The first is scheduled to take place on or about May 15, 1997. The
other two grants should follow approximately one year apart in 1998 and 1999.
- ----------
/1/At the discretion of Dime Bancorp, Inc.'s Board of Directors, employees of
Dime's subsidiaries may be eligible to participate in the program. Participants
in the Senior Officer Long-Term Incentive Plan, however, are not eligible to
participate in the program.
4
<PAGE>
How many options you receive -- and when -- depends on your employee status. If
you are a salaried employee on May 1, 1997, your initial grant of options will
be for 150 shares. The next grant of options in 1998 will also be for 150
shares. In year three (1999), the grant of options will be for 200 shares. The
total number of options granted over the three-year cycle for each salaried
employee who is employed for all three years will be for 500 shares.
Hourly employees will also receive three grants. The timing will be the same.
The number of Pride Shares will be different. Hourly employees will receive
options to purchase half as many shares as salaried employees.
Individuals hired after either the initial grant or the second annual grant is
made will be eligible to participate in the program. Those hired after the first
annual grant will be eligible to receive the second and third annual grants,
while those hired after the second annual grant may receive the third annual
grant, provided they meet the eligibility requirements on the annual grant date.
The number of Pride Shares options actually granted to you will depend on
whether you are an eligible salaried or hourly employee on the date of each
grant.
The following table summarizes the timing and amount of Pride Shares stock
option grants for salaried and hourly employees.
<TABLE>
<CAPTION>
PRIDE SHARES STOCK OPTION GRANTS
- -------------------------------------------------------
<S> <C> <C> <C>
PROPOSED SALARIED EMPLOYEES HOURLY
TIMING EMPLOYEES
- -------------------------------------------------------
1ST GRANT May 1997 150 shares 75 shares
- -------------------------------------------------------
2ND GRANT May 1998 150 shares 75 shares
- -------------------------------------------------------
3RD GRANT May 1999 200 shares 100 shares
- -------------------------------------------------------
TOTAL 500 shares 250 shares
- -------------------------------------------------------
</TABLE>
Each Pride Shares option grant gives you the right to buy a share of Dime common
stock at some future date at a preset price. For the first grant, this preset
price, called the "exercise price," will be the closing price of Dime common
stock as reported on the New York Stock Exchange on the date of the first grant.
There is no way now of knowing the future value of your Pride Shares. It can be
a lot, a little, or nothing at all. It all depends on the price of a share of
Dime common stock when you receive the grant compared to the market price of
each share when you buy it. For example, if the grant has an exercise price of
$15 per share and you exercise your option when the market price of Dime common
stock is $20, you are effectively buying the stock at a $5 per share discount.
You can then hold on to the shares or sell them for an immediate pre-tax gain of
$5 per share. It's that gain, that growth, that brings the value of this program
home to you. However, if the price never goes above $15, your option has no
value.
5
<PAGE>
EXERCISING YOUR OPTIONS
When you exercise your Pride Shares options, you make use of your right to
purchase shares of Dime common stock. Your option becomes exercisable when it
"vests."
Each grant of options under the Pride Shares program vests for those then
employed by Dime when the market value of Dime common stock reaches a certain
target price and the closing price of the stock on the New York Stock Exchange
stays at or above that target price for five consecutive trading days. We expect
that the target price for the initial grant of Pride Shares this May will be
approximately $5.00 per share higher than the exercise price and will be set
close to the date of grant. It will be communicated to you at that time. (There
will be a new target price for each succeeding grant.)
The grants will also vest automatically under the following circumstances -
provided that in each circumstance you are then employed by Dime - even if the
price of Dime common stock fails to close at or above its target price for five
consecutive trading days: five years after the date of the grant; at retirement;
if you become disabled; upon your death; or upon the occurrence of certain
change in control events.
Once your Pride Shares options vest, you have a number of choices.
. You can exercise your option. If you choose to do so, you get to pick both
the number of shares of Dime common stock you wish to purchase (subject to
certain minimum amounts) and the method of exercise. The following table
shows the two exercise methods available under the program.
. You can defer the exercise of your option. If you do, you can exercise your
option at any later date, as long as you do so before the option expires,
which will generally be 11 years after the date of the grant.
EXERCISE TIPS
The exercise period is the time you have to exercise your options. How long it
lasts depends on whether you are an active or terminated
employee.
. While actively employed -- once your grant vests, you have 11 YEARS from the
date of the grant to exercise your shares.
If your employment has terminated, the exercise period is linked to the reason
you left.
. Termination because of disability, retirement, or death -- you or your
beneficiary have up to THREE YEARS from your last day at work to exercise
your options (or 11 years from the grant date, whichever occurs first).
. Termination for any other reason (except for cause) -- to the extent you are
then vested in your option grant, you have up to ONE YEAR from the day you
leave to exercise your options (or 11 years from the grant date, whichever
occurs first).
. Termination for cause -- all options held upon a termination for cause will
automatically be canceled and forfeited in full.
There is no need to exercise all your eligible options at once, but you must
exercise at least 75 at one time. Should your remaining options, based on prior
exercises, total less than 75, you must exercise all you have left if you choose
to exercise any at all.
6
<PAGE>
Of course, once your Pride Shares options vest, you bear the market risk of
changes in Dime's stock price. If the market price of Dime common stock
continues to appreciate, your financial gain when you exercise your options will
be greater. If, however, the market price declines, you may get less. And if it
were to go below the exercise price, there would be no value.
- --------------------------------------------------------------------------------
PRIDE SHARES OPTION EXERCISE
- --------------------------------------------------------------------------------
METHOD PROCEDURE/2/
- --------------------------------------------------------------------------------
Cash You write one check for the purchase price of the
You pay for and take stock; another check for applicable withholding
possession of the shares. taxes. You make both checks payable to Dime
You can hold on to them Bancorp, Inc. and send them to the attention of
or sell them. the Executive Compensation Administrator,
Compensation Section of the Human Resources
Department at EAB Plaza, 10th Floor, Uniondale, NY
11556. Dime will arrange for a stock certificate to
be sent to you to evidence your ownership.
- --------------------------------------------------------------------------------
Cashless/3/ You obtain a Cashless Exercise Form from the Human
You exercise your option Resources Department, and you send the completed
but do not take form back to the Human Resources Department during
possession of the shares. the exercise week. The proceeds of the sales, less
You don't pay any cash withholding for taxes and reasonable brokerage
out of your pocket to do fees, are then distributed by check (generally the
this. Your shares are next pay day).
immediately sold and the
exercise price is taken You may also be able to make a cashless exercise
from the proceeds. The through your personal stock broker. You may want
remainder cash (less to check with your broker as to costs and program
applicable taxes and terms.
brokerage fees) is paid
to you.
- --------------------------------------------------------------------------------
/2/ The minimum number of Pride Shares options that may be exercised at one
time is generally 75.
/3 /Complete details on Dime's Cashless Exercise Program, including the
Exercise Periods set for 1997, are available from the Human Resources
Department.
- --------------------------------------------------------------------------------
7
<PAGE>
EXAMPLE
Let's assume that you are a salaried employee, your initial Pride Shares option
grant has an exercise price of $15 and a target price of $20, and the closing
price of Dime common stock stays at $20 or higher for five consecutive trading
days. The Dime stock you could buy with your 150 Pride Shares options is now
worth $3,000 (150 shares x $20). If you were to exercise all of your Pride
Shares options, it would cost you $2,250 (150 shares x $15). That gives you a
pre-tax "paper" profit of $750; "paper" because you have not yet sold the shares
you receive upon exercise. But if you do, that's what you would get, less
applicable brokerage fees. It's a "paper" profit until you actually sell the
shares. But note, you will have taxable income equal to the "paper" profit
whether or not you sell the shares purchased.
However, assume that you choose to defer the exercise of your option. Let's
further assume Dime's stock price continues to rise. It hits $25 a share. You
decide to exercise all your eligible Pride Shares options using the cash method.
Here's what happens.
- --------------------------------------------------------------------------------
Fair market value of the shares $3,750
acquired upon exercise
(150 shares x $25 a share)
- --------------------------------------------------------------------------------
Exercise price of your Pride Shares
(150 shares x $15 a share)
You send in a check for this amount -$2,250
- --------------------------------------------------------------------------------
Your pre-tax gain on your initial $1,500
Pride Shares grant upon exercise
- --------------------------------------------------------------------------------
Withholding taxes (estimate)*
You send in a separate check for this amount $ 630
- --------------------------------------------------------------------------------
Your after-tax gain on the exercise $ 870
- --------------------------------------------------------------------------------
Number of shares you now own 150
- --------------------------------------------------------------------------------
* Assumes a combined tax rate of 42%. Your actual withholding may vary.
You now own 150 shares of Dime common stock. The stock is worth $3,750. You paid
$2,250 for it. What you do next is up to you. You can sell the shares or, if you
anticipate an even higher price and a bigger profit for example, keep them. (Of
course, there is always the risk that the price could go down.) Once you
exercise your option, you own the shares. You can keep the shares as long as you
like, transfer them to anyone you wish, or sell them.
While you own the shares, you will receive any dividends that are paid on Dime
common stock. There are voting rights, too, once you exercise. (Unexercised
Pride Shares options do not receive dividends or have voting rights.) In short,
you have the same financial opportunities (and risks) as any other shareholder.
But that's not all.
8
<PAGE>
You have something else. As an employee and shareholder, you are even more a
part of Dime's team because you are even more of an active partner in Dime's
success. There is no room for financial bystanders within the ranks of Pride
Shares participants. Only players. Key players driven by Dime pride.
TAX MATTERS
There is no federal income tax that you need pay when you receive your Pride
Shares option grant. Your right to exercise these options and purchase shares of
Dime common stock at some future date for a potential profit is not taxable.
However, you will incur tax when you exercise your option. You will also incur
tax when you sell your shares of Dime common stock if the selling price exceeds
your "tax basis" in the shares, which is generally their fair market value when
you exercise the option. (Under the Cashless Exercise Program, taxes are
automatically withheld; if you use the cash method of exercising your options,
you must pay the applicable withholding taxes.)
The following table provides a few brief tax highlights that may be of interest
to you. Please note, however, that tax laws are complex and can change. They do
not affect everyone the same way. So, you might consider consulting a tax
advisor before you exercise your options and before you sell the Dime stock you
purchase under the program.
- --------------------------------------------------------------------------------
TAX HIGHLIGHTS
- --------------------------------------------------------------------------------
EVENT TAX LIABILITY
- --------------------------------------------------------------------------------
Receive your Pride Shares options None
grant
- --------------------------------------------------------------------------------
Exercise your Pride Shares options You owe income tax on the "spread"
(or difference) between the exercise
price for your Pride Shares options
and the fair market value of Dime
common stock on the date you
exercise. The "spread" amount will be
considered taxable compensation and
will be included in your Form W-2.
The federal, state, and local taxes
collected by Dime will be reported as
taxes withheld on Form W-2 for the
year in which you exercise your
options.
- --------------------------------------------------------------------------------
Sell your shares You pay tax on the gain or recognize
a tax loss based on the difference
between the fair market value of Dime
common stock on the date of exercise
of your Pride Shares options (your
"tax basis") and the price at which
you sell the shares. If you hold the
shares for more than one year after
exercise, your gain will generally
qualify for favorable long-term
capital gains tax treatment.
- --------------------------------------------------------------------------------
9
<PAGE>
SUMMARY
Pride Shares is an important enhancement to Dime's compensation program. But
it's not just another opportunity to make more money. What makes it different is
how that extra money can be earned, where it comes from, and why.
The extra money comes from the increase in shareholder value; from the potential
rise in the price of Dime common stock. The stock reflects what the market
thinks of Dime as a whole; its current strengths, its future potential, and on
how well it performs generally.
Performance is people. People like you and other people in your department or
down the hall. People who meet and work with the public, those who do research,
handle administration, purchasing, government relations -- each of us and
everyone together who make Dime what is and what it will be.
Dime pride. Pride Shares. It's a program that reflects our strengths and
potential and the people who are part of Dime's winning team.
================================================================================
SOME KEY TERMS
As a Pride Shares program participant, you should be familiar with the following
terms. Knowing what they mean will add to your understanding of how the new
Pride Shares program works. It will also help you comprehend various financial
reports related to the value of your Pride Shares.
Closing The price of Dime common stock at the close of trading on the
Stock Price New York Stock Exchange.
Dime A unit of ownership of Dime Bancorp, Inc. Owning a share of
common common stock provides voting rights and dividends (if any) to
stock its holder.
Exercise When you exercise the Pride Shares options granted to you, you
purchase shares of Dime common stock. You can exercise your
annual grant when the closing stock price reaches a level at
least equal to a specified target price for five consecutive
trading days or upon the occurrence of certain other events.
Exercise The exercise price of your Pride Shares options will be equal to
Price the closing price of Dime common stock on the grant date of your
Pride Shares options.
Fair Market It is the closing price, on any given trading day, of Dime
Value common stock on the New York Stock Exchange. The fair market
value is used to determine your gain when you exercise your Pride
Shares option and the gain or loss when you sell the shares of
Dime common stock you have purchased.
10
<PAGE>
Gain The difference, or "spread," between the exercise price of your
Pride Shares option and the fair market value (as defined above) of
Dime common stock when you exercise. It is also the difference
between the sale price when you eventually sell your Dime stock and
your tax basis (as defined below) in that stock. Or, if you
exercise your Pride Shares option through the Dime Cashless
Exercise Program, your net gain is the difference between the
exercise price and the sales price of Dime common stock sold under
that program.
Grant Date The day you receive your Pride Shares options grant. There will be
three annual grants under the program. The first is scheduled to
take place on or about May 15, 1997. The second grant is expected
to occur in May 1998; the third and final grant is expected to
occur in May 1999. The exact dates for the second and third grants
will be announced later.
Shareholder Whoever owns shares of Dime common stock. When you exercise your
Pride Shares option, you will have full shareholder rights to the
shares of Dime common stock that you purchase (unless, of course,
you have immediately sold these shares pursuant to the Cashless
Exercise Program).
Stock The right to buy shares of stock in the future at a predetermined
Option price. You always know how much the stock will cost to buy when you
exercise the option because the exercise price is set at the time
the option is granted.
Target A price for Dime common stock that is set just before a Pride
Price Shares option grant is made. If the closing price of Dime common
stock on the New York Stock Exchange is equal to or greater than
this price for five consecutive trading days, the Pride Shares
option grant will vest. The target price for the three annual
grants will be set before each grant is made.
Tax The fair market value of the Dime common stock you purchase if
Basis you exercise your Pride Shares option by paying cash and take
possession of the shares. When you later sell the shares, the tax
basis is used to calculate your gain (or loss) and your tax
liability for that transaction.
Vesting When your Pride Shares options vest, you will then have the right
to purchase shares of Dime common stock by exercising those
options.
11
<PAGE>
OTHER IMPORTANT TERMS
AND CONDITIONS
ADMINISTRATION OF THE PROGRAM
The Pride Shares stock option program will be administered by the Benefits
Committee of Dime Bancorp, Inc. (the "Committee"). Members of the Committee
consist of certain senior officers of Dime, who can be appointed or removed at
any time by the Chief Executive Officer of Dime Bancorp, Inc. (the "Company").
As the administrators of the program, the Committee has the authority to
construe and interpret the terms and conditions of the Pride Shares program, to
prescribe and rescind rules and procedures relating to the program, and to make
all other determinations necessary or advisable for the administration of the
program. Any determinations or interpretations made regarding the program by the
Committee pursuant to its authority are final and conclusive. The Committee may
appoint agents as it may deem necessary to assist in carrying out its duties
under the program. Any questions regarding the program may be directed to the
Committee. The Committee's address is c/o Dime Bancorp, Inc., 589 Fifth Avenue,
New York, New York 10017 (Telephone No. (212) 326-6170).
CHANGE IN CONTROL EVENTS
For purposes of determining the vesting of Pride Shares options under the
program, a "change in control event" is any of the following events: (i) the
merger, consolidation or reorganization of the Company or The Dime Savings Bank
of New York, FSB (the "Bank") with any other entity (or the issuance by the
Company or the Bank of its voting securities as consideration in a merger,
consolidation or reorganization of a subsidiary of the Bank or the Company with
any other entity) whether or not such merger, consolidation or reorganization
shall have been affirmatively recommended to the Company's stockholders or the
Bank's stockholders by action of the Company's or Bank's Board of Directors,
respectively, other than such a merger, consolidation or reorganization which
would result in the voting securities of the Company or the Bank (as the case
may be) outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the other
entity) at least 65% of the combined voting power of the voting securities of
the Company or the Bank (as the case may be) or such other entity outstanding
immediately after such merger, consolidation or reorganization; (ii) the
approval by the stockholders of the Company or the Bank of a plan of complete
liquidation of the Company or the Bank, respectively, or of an agreement for the
sale or disposition by the Company or the Bank of all or substantially all of
the Company's assets or the Bank's assets; (iii) the acquisition of more than
35% of the voting power of the Company or the Bank by any person or entity or
any persons or entities acting as a group for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); (iv) the
occurrence of any circumstance having the effect that directors nominated by the
Governance and Nominating Committee of the Company's or Bank's Board of
Directors cease to constitute a majority of the authorized number of directors
of the Company or the Bank, respectively; (v) the conversion or exchange of Dime
common stock into or for securities other than Dime common stock unless
provisions have been made for the Pride Shares options then outstanding to be
continued in effect under the program following such conversion or exchange on
substantially similar terms and conditions; (vi) the dissemination of a proxy
statement soliciting proxies from Company stockholders by someone other than the
Company seeking stockholder approval of an event described in (i) above; or
(vii) the publication or dissemination of an announcement of action intended to
result in an event described in (iii) or (iv) above.
12
<PAGE>
COMMON STOCK AVAILABLE
UNDER THE PROGRAM
The stock which may be purchased upon the exercise of options granted under the
Pride Shares program is shares of Dime common stock. The total number of shares
of Dime common stock available for purchase under the Pride Shares program is
2,000,000 shares. Shares of Dime common stock offered under the program will be
newly issued shares or treasury shares as determined by the Company.
ASSIGNMENT
The options granted under the Pride Shares program may not be sold, transferred
or assigned and are exercisable only by a participant in the program, except in
the case of death.
ADJUSTMENTS FOR CHANGES
IN DIME COMMON STOCK
In the event of any change in Dime common stock by reason of a stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, subdivision,
combination or exchange of shares, the number and kind of shares of Dime common
stock available for purchase under the program and the number of shares subject
to outstanding options, the amounts to be paid by participants and the target
price with respect to outstanding grants will be appropriately adjusted by the
Committee as it, in its sole discretion, deems reasonable under the
circumstances.
NO RIGHT TO EMPLOYMENT
Nothing in this Prospectus or in the Pride Shares program infers a contract of
employment between Dime and any of its employees or otherwise interferes with
Dime's right to terminate any employee's employment with Dime.
AMENDMENT OR DISCONTINUANCE
OF THE PROGRAM
The Pride Shares program may be amended, discontinued or terminated at any time
by the Board of Directors of the Company (the "Board") or by the Compensation
Committee of the Board. The Committee may also make necessary or appropriate
amendments to the program to facilitate the administration, management, or
interpretation of the program, provided that any such amendment does not
materially increase the cost to the Company of maintaining the program.
OTHER LAWS
The program is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended, and does not constitute a qualified plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code").
RESTRICTIONS ON RESALE OF
DIME COMMON STOCK
Generally, there are no restrictions under the program on the resale of Dime
common stock acquired under the program. However, under the provisions of the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations of
the Securities and Exchange Commission (the "Commission") thereunder, resales of
Dime common stock acquired under the Pride Shares program by certain officers or
employees of the Company and its subsidiaries who may be deemed to be
"affiliates" of the Company must be made pursuant to an appropriate effective
registration statement filed with the Commission, pursuant to the provisions of
Rule 144 issued under the Act, or pursuant to another exemption from
registration provided in the Act. There are no restrictions imposed by the
Commission on the resale of Dime common stock acquired under the Pride Shares
program by persons who are not affiliates of the Company.
13
<PAGE>
ADDITIONAL RESTRICTIONS
Under the Company's Amended and Restated Certificate of Incorporation, any sale,
transfer, assignment, conveyance, pledge or other disposition or the issuance of
any option to sell, transfer, assign, convey, pledge or otherwise dispose of (a
"Transfer") legal or beneficial ownership of Dime common stock prior to January
14, 1998 (the "Release Date"), or any attempted Transfer of Dime common stock
under any agreement entered into prior to the Release Date, will be prohibited
and deemed null and void to the extent that, as a result of such Transfer (or
any series of Transfers of which such Transfer is a part), (i) any individual,
corporation, estate, trust, association, company, partnership or similar
organization (a "Person") or group of Persons would become a 5-percent
stockholder of the Company for purposes of Section 382 of the Code, or (ii) the
percentage of stock ownership of any 5-percent stockholder of the Company would
be increased (a "Prohibited Transfer"). This prohibition of Transfers will not
apply to any Transfer (i) that has been approved in advance by the Board, which
approval may be withheld only if, in the judgment of the Board, such Transfer
may increase the risk that the use of the Company's net operating loss carry
forwards, tax losses recognized in the future, or other tax attributes will be
limited, or (ii) made in compliance with exceptions provided by the Board in
resolutions duly adopted from time to time. (See the description of Dime common
stock contained in the Company's Registration Statement on Form 8-A filed with
the Commission on January 10, 1995.)
AVAILABLE INFORMATION
The Company is subject to the information reporting requirements of the Exchange
Act, and accordingly files reports, proxy statements, and other information with
the Commission. Such reports, proxy statements, and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following regional offices: Chicago Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and New York
Regional Office, 7 World Trade Center, New York, New York 10048. Additionally,
such reports, proxy statements, and other information should also be available
for inspection at the New York Stock Exchange, 20 Broad Street, New York, New
York 10004. The Company files certain reports with the Commission
electronically. The Commission maintains a Website that contains reports, proxy
and information statements, and other information regarding companies that file
such reports, proxies, and other information with the Commission electronically,
and the address of such Website is (http://www.sec.gov).
A copy of the Company's most recent annual report to stockholders will be
furnished, without charge, to any employee upon written request to the Secretary
of the Company. The principal executive offices of the Company are located at
589 Fifth Avenue, New York, New York 10017, and its telephone number is (212)
326-6170.
The Company has filed with the Commission a Registration Statement on Form S-8
(the "Registration Statement") under the Act with respect to the Dime common
stock offered under the program. This Prospectus does not contain all the
information set forth in the Registration Statement, which includes this
Prospectus and the related exhibits that the Company has filed with the
Commission under the Act, to
14
<PAGE>
which reference is hereby made. Statements made in this Prospectus as to the
contents of any contract, agreement, or other document referred to are not
necessarily complete; with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus:
(i) The description of the common stock contained in the Company's
Registration Statement on Form 8-A filed on January 10, 1995;
(ii) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(iii) The Company's Current Report on Form 8-K filed on April 23, 1997; and
(iv) The Company's Current Report on Form 8-K filed on April 25, 1997.
All reports and proxy statements filed by the Company on its behalf and on
behalf of the Pride Shares program pursuant to Section 13, 14, or 15(d) of the
Exchange Act subsequent to the date of this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be part of this Prospectus
from the date of the filing of such documents. Any statement contained herein or
in a document incorporated by reference herein shall be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is determined to be
incorporated by reference herein modifies or supersedes such statement.
The Company will provide without charge to each person, including any beneficial
owner of Dime common stock, to whom this Prospectus has been delivered, on
written or oral request, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents) and any other
document required to be delivered to employees pursuant to Rule 428(b) under the
Act. Written or telephone requests for such copies should be directed to the
Company at 589 Fifth Avenue, New York, New York 10017, Attention: Corporate
Secretary (Telephone No. (212) 326-6170).
Statements contained in this Prospectus regarding the contents of any document
referred to are brief summaries of portions thereof and are not complete.
Wherever reference is made to such document as being an exhibit to the
Registration Statement, each such statement is deemed to be qualified and
amplified in all respects by such reference.
15
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, THE
OFFICE OF THRIFT SUPERVISION (THE "OTS"), THE FEDERAL DEPOSIT INSURANCE
CORPORATION (THE "FDIC"), OR ANY OTHER FEDERAL AGENCY OR STATE SECURITIES
COMMISSION, NOR HAS THE COMMISSION, THE OTS, THE FDIC, OR ANY SUCH OTHER AGENCY
OR COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF
DIME AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR THE BANK
INSURANCE FUND OF THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
16
<PAGE>
No person is authorized to give any infor-
mation or to make any representations, other
than those contained in this Prospectus and
in other documents relating to the Pride
Shares program delivered to participating
employees and filed with the Securities and
Exchange Commission, in connection with
the offer made by this Prospectus, and if
given or made, such information or repre-
sentations must not be relied upon as having
been authorized by the Company. Neither
the delivery of this Prospectus nor any sale DIME BANCORP, INC.
made hereunder shall, under any circum-
stances, create an implication that there has
been no change in the affairs of the Com-
pany or its subsidiaries since the date hereof.
This Prospectus is not an offer to buy any
securities other than those specifically of-
fered hereby nor is it an offer or solicitation --------------------
in any jurisdiction to any person to whom it PROSPECTUS
is unlawful to make such offer or solicitation --------------------
in such jurisdiction. Persons who are
deemed to be "affiliates" of the Company
under the Securities Act of 1933 may reoffer
or resell shares of Dime common stock ac-
quired pursuant to the Pride Shares program
only pursuant to the registration provisions
of such Act or an exemption therefrom, in-
cluding Rule 144. May 9, 1997
<PAGE>
[LETTERHEAD OF PATTERSON, BELKNAP, WEBB & TYLER LLP]
May 9, 1997
Dime Bancorp, Inc.
589 Fifth Avenue
New York, New York 10017
Dear Sirs:
As set forth in the Registration Statement on Form S-8
("Registration Statement") proposed to be filed by Dime Bancorp, Inc.
(the "Company") on May 9, 1997 under the Securities Act of 1933, as
amended, relating to 2,000,000 shares (the "Shares") of common stock, par
value $.01 per share, of the Company to be issued pursuant to the Dime
Bancorp, Inc. Pride Shares Program (the "Plan"), certain legal matters in
connection with the Shares offered pursuant to the Plan are being passed
upon for the Company by this firm. At your request, this opinion of
counsel is being furnished to you for filing with the Registration
Statement.
In our capacity as counsel in this connection, we have
familiarized ourselves with the Amended and Restated Certificate of
Incorporation and Bylaws, each as amended to date, of the Company and
have examined the originals, or copies certified or otherwise identified,
of the Plan, corporate records of the Company, certificates of public
officials and representatives of the Company, statutes and other
instruments and documents as the basis for the opinion hereinafter
expressed.
On the basis of the foregoing, we are of the opinion that the
Shares, when issued and sold pursuant to the provisions of the Plan for a
consideration at least equal to the par value of the Shares, will be duly
authorized, validly issued, fully paid and nonassessable.
<PAGE>
May 9, 1997
Page 2
We hereby consent to the filing of this opinion letter with the
Registration Statement.
PATTERSON, BELKNAP, WEBB & TYLER LLP
By: /s/ Douglas E. Barzelay
-------------------------------
Douglas E. Barzelay
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Independent Auditors' Consent
The Board of Directors
Dime Bancorp, Inc.:
We consent to the use of our report dated January 27, 1997, incorporated by
reference in the Registration Statement on Form S-8 of Dime Bancorp, Inc.
(registering common stock to be issued under the Dime Bancorp, Inc. Pride Shares
Program), relating to our audits of the consolidated statements of financial
condition of Dime Bancorp, Inc. and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1996, which report is included in Dime Bancorp, Inc.'s
1996 Annual Report on Form 10-K. Our report included an explanatory paragraph
that described a change in the method of accounting for goodwill, as discussed
in the notes to those statements.
KPMG PEAT MARWICK LLP
New York, New York
May 9, 1997
