<PAGE> 1
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): June 22, 1997
---------------------------
Dime Bancorp, Inc.
- -----------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 1-13094 11-3197414
- -------------------------------------- ------------------ -------------------------------
(State or Other Jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
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)
</TABLE>
<PAGE> 2
Item 5. Other Events.
On June 22, 1997, Dime Bancorp, Inc. ("Dime") and North American
Mortgage Company ("North American") entered into an Agreement and Plan of
Combination (the "Combination Agreement") providing for the acquisition of North
American (the "Acquisition") by Dime. Pursuant to the Combination Agreement, the
Acquisition will be effected by way of the merger of North American with and
into an wholly owned subsidiary of The Dime Savings Bank of New York, FSB, a
subsidiary of Dime (the "Merger").
Pursuant to the Combination Agreement, each share of common stock, par
value $0.01 per share, of North American issued and outstanding immediately
prior to the effective time of the Acquisition will be converted into 1.37
shares of common stock, par value $0.01 per share, of Dime. The Acquisition is
subject to regulatory approvals, the approval of the stockholders of North
American and the satisfaction of other terms and conditions set forth in the
Combination Agreement.
In connection with the Acquisition, Dime announced a program to
repurchase up to 6.9 million shares of its outstanding common stock. No time
limit has been set to complete the stock repurchase, and the shares will be
purchased over time at prevailing prices in the open market or in
privately-negotiated transactions.
Copies of Dime's press release, dated June 23, 1997, regarding the
Acquisition and certain related materials are attached as exhibits and are
incorporated herein by reference. The foregoing description of such documents
is qualified in its entirety by reference to the full text thereof.
-2-
<PAGE> 3
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) - (b) Not applicable.
(c) Exhibits Required by Item 601 of Regulation S-K
Exhibit Number Description
-------------- -----------
99.1 Press release, dated June 23,
1997, issued by Dime
99.2 Presentation materials, dated June 23,
1997, regarding the Acquisition
-3-
<PAGE> 4
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/ Gene C. Brooks
-------------------------------
Name: Gene C. Brooks
Title: General Counsel
Date: June 23, 1997
-4-
<PAGE> 5
EXHIBIT INDEX
Exhibit Number Description
99.1 Press release, dated June 23, 1997, issued by Dime
Bancorp, Inc.
99.2 Presentation materials, dated June 23, 1997, relating
to the proposed acquisition of North American Mortgage
Company
-5-
<PAGE> 1
Exhibit 99.1
Contact: Dime
Franklin L. Wright
212-326-6170
David Neibert/Kate McDonough
Gavin Anderson & Company
212-373-0212
North American
Martin S. Hughes
707-523-5049
DIME BANKCORP, INC. TO ACQUIRE NORTH AMERICAN MORTGAGE
Definitive Agreement Announced; Dime Sets 6.9 Million Share Repurchase Program
NEW YORK, NY - June 23, 1997 -- Dime Bancorp, Inc. (NYSE; DME) and
North American Mortgage Company (NYSE: NAC) announced a definitive agreement
for Dime to acquire North American, a mortgage banking company headquartered in
Santa Rosa, California. Under the terms of the transaction, which will be tax
free to North American stockholders, 1.37 shares of Dime common stock will be
exchanged for each share of North American common stock outstanding at the time
of the closing. Based on Dime's closing price on June 20, 1997, this ratio
represents a value of $26.03 per share of North American common stock, for an
aggregate transaction value of $374 million. In connection with the
transaction, which will be accounted for as a purchase, Dime announced that its
Board of Directors had approved a program to repurchase 6.9 million shares of
Dime common stock, or approximately 35% of the shares to be issued in the
transaction.
<PAGE> 2
Lawrence J. Toal, President and Chief Executive Officer of Dime, said,
"This acquisition is an important building block that accelerates our strategy
to transform Dime from a traditional thrift to a super-community bank in the
greater New York area and a high performance mortgage banking and consumer
financial services company in selected national markets. The acquisition
provides Dime with a geographically diverse, multi-channel, multi-product
originations network generating loans both for our portfolio and for sale in
the secondary market. In addition, we believe that the combined companies' $30
billion mortgage servicing portfolio will help us achieve scale economies while
generating higher levels of recurring fee income. From a financial perspective,
the North American transaction is expected to be accretive to earnings on both
a cash and reported basis in the first year, and at the same time, it is
structured to maintain our capital management flexibility."
"The addition of North American's experienced managers and field
professionals builds upon our already strong mortgage banking team.
Importantly, we also gain a national franchise, access to an established
technology platform and a growing sub-prime lending program. With this
acquisition, we will have strategically positioned Dime's mortgage banking
business where we want it to be in terms of scale and balance. Going forward,
we will be focusing on building our other key lines of business in order to
achieve our objective of creating a diversified and balanced portfolio of
businesses and revenue sources," added Mr. Toal.
<PAGE> 3
John F. Farrell, Jr., Chairman and Chief Executive Officer of North
American, said, "The combination of these companies will result in a mortgage
business that will be one of the most formidable production and servicing
companies in the industry. North American, with its well-established national
branch system, and Dime, with its broad range of proprietary loan products, are
well suited to complement each other's strengths."
North American Acquisition
The transaction is expected to close in the fourth quarter of 1997,
subject to the satisfaction of certain conditions, including approval by North
American's stockholders and clearance under the Hart-Scott-Rodino Act. North
American has the right to terminate the agreement if the price of Dime common
stock declines 20% or more (both absolutely and as compared to an index of
other financial institution stocks), subject to Dime's right to provide
additional shares. The agreement also grants Dime a "termination" fee of $15
million under certain specified circumstances.
North American originates mortgage loans in 31 states through a network
of 107 offices. In the twelve months ended March 31, 1997, North American
originated $8.3 billion of loans and at March 31, 1997 serviced $12.5 billion
of loans. On a pro forma combined basis, the two companies' last twelve month
originations would rank 9th nationwide, and the combined servicing portfolio of
$30 billion at March 31, 1997 would rank 21st in the nation.
<PAGE> 4
The mortgage company will be headquartered in Tampa, Florida and will
operate under the North American name in most markets and the Dime name in
selected markets. Fred Koons, the Chief Executive Officer of Dime's mortgage
business, will head the mortgage company. Terry Hodel, North America's
President, will be Vice Chairman of the mortgage company, and Dime's Rich Mirro
will be President and Chief Operating Officer.
Dime Stock Repurchase
In connection with the North American acquisition, Dime's Board of
Directors approved a program to repurchase up to 6.9 million shares of its
common stock. The shares will be purchased over time at prevailing prices in
the open market or in privately-negotiated transactions. Dime said that it had
repurchased 4.7 million shares pursuant to its previously-announced 5% stock
repurchase program.
Dime Bancorp, Inc. is the holding company of The Dime Savings Bank of
New York, FSB. At March 31, 1997, Dime had assets of $18.5 billion, deposits of
$12.8 billion, and stockholders' equity of $1.1 billion. The Bank operates 90
branches in the greater New York metropolitan area and one branch in Florida.
Dime originates loans in selected markets throughout the United States.
Certain statements in this release are forward-looking. These may be
identified by the use of forward-looking words or phrases such as "believe,"
"expect," "anticipate," "should," "planned," "estimated," and "potential."
These forward-looking statements are based on Dime's and North American's
current expectations. The Private Securities Litigation Reform Act of 1995
provides a "safe harbor" for such forward-looking statements. In order to
comply with the terms of the safe harbor, Dime and North American note that a
variety of factors could cause Dime's and North American's actual results and
experience to differ materially from the
<PAGE> 5
anticipated results or other expectations expressed in such forward-looking
statements. Actual results may differ materially from the results discussed in
these forward-looking statements. Factors that might cause a difference
include, but are limited to, the following: (1) expected cost savings from the
acquisition cannot be fully realized or realized within the expected time
frame; (2) revenues following the proposed acquisition are lower than expected;
(3) costs or difficulties related to the integration of the businesses of Dime
and North American are greater than expected; (4) changes in the interest rate
environment reduce interest margins; and (5) general economic conditions,
either nationally or in the states in which the combined company will be
concentrated, are less favorable than expected. Further information which could
affect the financial results of Dime after the proposed transaction is
discussed in Dime's Reports on Form 10-K for the period ended December 31, 1996
and Form 10-Q for the period ended March 31, 1997 and Form 8-K as of May 9,
1997 and June 16, 1997, as filed with the Securities and Exchange Commission,
to which reports reverence is hereby made.
###
<PAGE> 1
Exhibit 99.2
Dime Bancorp, Inc. [DIME LOGO]
Acquisition of
North American Mortgage Company [NORTH AMERICAN
MORTGAGE COMPANY LOGO]
June 23, 1997
<PAGE> 2
FORWARD LOOKING INFORMATION
- --------------------------------------------------------------------------------
This presentation contains estimates of future operating results for both Dime
Bancorp, Inc. ("Dime") and North American Mortgage Company ("North American") on
a stand-alone and pro forma combined basis and estimates of financial condition
and cost savings on a combined basis. These estimates constitute forward-looking
statements (within the meaning of the Private Securities Litigation Reform Act
of 1996), which involve significant risks and uncertainties. Actual results may
differ materially from the results discussed in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, the following: (1) expected cost savings from the acquisition may
not be fully realized or realized within the expected time frame; (2) revenues
following the proposed acquisition may be lower than expected; (3) costs or
difficulties related to the integration of the businesses of Dime and North
American may be greater than expected; (4) changes in the interest rate
environment may reduce interest margins; and (5) general economic conditions,
either nationally or in the states in which the combined company will be
concentrated, may be less favorable than expected. Further information which
could affect the financial results of Dime after the proposed merger is
discussed in Dime's Reports on Form 10-K for the period ended December 31, 1996
and Form 10-Q for the period ended March 31, 1997 and Forms 8-K as of April 23,
1997, April 25, 1997, May 9, 1997 and June 16, 1997, as filed with the
Securities and Exchange Commission, to which reports reference is hereby made.
<PAGE> 3
TRANSACTION SUMMARY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
* Status: Definitive agreement signed
* Acquired Company: North American Mortgage Company (NYSE:NAC)
- Headquartered in Santa Rosa, CA;
- 107 offices servicing 31 states
- $9.5 billion loan production in 1996
- $12.5 billion servicing portfolio at 3/31/97
* Consideration: 100% common stock
* Fixed Exchange Ratio: 1.37x DME shares per NAC share
* Implied Value per NAC share:(a) $26.03
* Total Value: $374 million(b)
* Caps/Collars: none
* Accounting/Tax Treatment: Purchase/tax-free exchange
* Estimated Closing: 4th quarter 1997
* Termination Fee: $15.0 million
* Proposed Share-buyback: 6.9 million shares (approx. 35% of shares to be issued)
* Walkaway Provision: two-step test (down 20% in absolute and versus index)
</TABLE>
(a) Based on Dime's closing stock price of $19.00 on 6/20/97.
(b) Value of North American shares and options at Exchange Ratio
less cash-in value of the options
3
<PAGE> 4
VALUATION PARAMETERS
- --------------------------------------------------------------------------------
Premium to Market (30 day average) 27.2%
Price to 1997 EPS (IBES) 10.0x
Price to 1998 EPS (IBES) 8.4x
Price to 3/31/97 Stated Book Value 1.79x
Price based on 1.37 Exchange Ratio and Dime stock price based on
June 20, 1997 close of $19.00.
4
<PAGE> 5
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
* Immediately Accretive to Earnings Per Share
<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C> <C>
GAAP REPORTED EPS 2.0% 7.3%
CASH EPS 7.4% 12.0%
</TABLE>
* Increases fee income to 45% of Dime's revenue(a)
* Purchase accounting maximizes capital flexibility
- Share repurchase program of up to 6.9 million shares
- Capital ratios remain strong
(a) Based on 1998 projections.
5
<PAGE> 6
DIME'S CORPORATE STRATEGY
- --------------------------------------------------------------------------------
MORTGAGE BANKING CONSUMER FINANCIAL SERVICES
Originations/Servicing Deposits/Insurance/
Securities Brokerage
* SUPER-COMMUNITY BANK IN
GREATER NY AREA
* HIGH PERFORMANCE MORTGAGE
BANKING AND CONSUMER FINANCIAL
SERVICES IN SELECT MARKETS
COMMERCIAL REAL ESTATE BUSINESS BANKING CONSUMER LENDING
Multifamily/Commercial Deposits/Services/Lending Home Equity/Personal
6
<PAGE> 7
DIME'S MORTGAGE BANKING STRATEGY
- ------------------------------------------------------------------------
GOAL: DEVELOP A HIGH-PERFORMING MORTGAGE BANKING BUSINESS
* Manage originations and servicing to:
- produce quality loans for Dime portfolio
- generate fee income from production and servicing
* Build an origination network that is:
- geographically diverse
- multi-channel/multi-product
- a low cost producer
* Run a "best practices" servicing platform
7
<PAGE> 8
NORTH AMERICAN MORTGAGE COMPANY
- -------------------------------------------------------------
* Nationwide origination franchise
* $9.5 billion in total originations in 1996
* Balanced national originator
- 60/40 - Wholesale/Retail
* Experienced high quality management and "field" professionals
* Strong technology infrastructure
* Innovative business expansion: telemarketing, affinity lending, insurance
* Growing sub-prime lending business without significant credit risk
8
<PAGE> 9
NORTH AMERICAN'S ORIGINATION
COMPOSITION
LOAN PRODUCTION BY STATE
<TABLE>
<CAPTION>
<S> <C>
California 32.3%
Other 30.2%
Texas 6.8%
Minnesota 5.1%
Florida 4.6%
Arizona 4.3%
Virginia 3.5%
Massachusetts 3.4%
Ohio 3.3%
Oregon 3.3%
Colorado 3.3%
</TABLE>
LOAN PRODUCTION BY SOURCE
<TABLE>
<CAPTION>
<S> <C>
Wholesale 57.6%
Retail 36.9%
Telemarketing 5.5%
</TABLE>
Source: North American Mortgage Company's 10-K for the period ended December 31,
1996.
9
<PAGE> 10
DUE DILIGENCE REVIEW
- ------------------------------------------------------------------------------
-- Extensive effort led by functional team leaders
- Finance/Audit/Legal
- Production
- Servicing
- Credit
- Human Resources
- 54 staff on site in Santa Rosa
- 88+ man weeks
10
<PAGE> 11
COMPLEMENTARY BUSINESS MIX
DIME NORTH COMBINED
AMERICAN
- ----------------------------------------------------------------------
GEOGRAPHICALLY DIVERSE X X
MULTI-CHANNEL
Retail X X X
Broker X X X
Correspondent X X
MULTI-PRODUCT
Conforming X X X
Jumbo X X X
FHA/VA X X X
Sub-prime X X
PRODUCT OUTLET
Third Party Investors X X X
Dime Portfolio X X
TOP 10 IN ORIGINATIONS X
CRITICAL MASS IN SERVICING X
COST EFFECTIVE INTEGRATED TECHNOLOGY
Originations X X
Servicing X X X
Mortgage Bank Infrastructure X X
11
<PAGE> 12
COMBINED MORTGAGE AND SATELLITES FRANCHISE
Offices by State
---------------------------------------------------------------------------
[MAP OF UNITED STATES]
Alabama
Arizona (11)
Arkansas
California (39)
Colorado (4)
Connecticut (1)
Delaware (1)
Florida (7)
Georgia (11)
Hawaii (3)
Idaho (3)
Illinois (8)
Indiana (1)
Iowa
Kansas (2)
Kentucky
Louisiana (3)
Maine (1)
Maryland (11)
Massachusetts (9)
Michigan (7)
Minnesota (4)
Mississippi
Missouri (3)
Montana
Nebraska
Nevada (9)
New Hampshire (1)
New Jersey (2)
New Mexico (9)
New York (2)
North Carolina (1)
North Dakota
Ohio (4)
Oklahoma
Oregon (7)
Pennsylvania (5)
Rhode Island (1)
South Carolina
South Dakota
Texas (12)
Tennessee (1)
Utah (1)
Vermont
Virginia (11)
Washington (7)
West Virginia
Wisconsin (2)
Wyoming
Dime Stand Alone Offices: 32. Pro Forma Offices and Satellites: (204).
12
<PAGE> 13
Top Tier Mortgage Business
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NORTH DIME
AMERICAN MORTGAGE COMBINED
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Originations (1Q 97) $2.0 b $0.5 b $2.5 b
Rank #11 not ranked #10
- --------------------------------------------------------------------------------
Retail Originations (1Q 97) $0.9 b $0.2 b $1.1 b
Rank #12 not ranked #8
% of total originations 45% 28% 41%
- --------------------------------------------------------------------------------
Servicing Portfolio (3/31/97) $12.5 b $17.5 b $30.0 b
Rank not ranked #30 #21
- --------------------------------------------------------------------------------
</TABLE>
Source: Inside Mortgage Finance.
14
<PAGE> 14
RANKING
================================================================================
MORTGAGE ORIGINATORS
<TABLE>
<CAPTION>
LTM MARKET
RANK ORIGINATOR VOLUME SHARE
- ---------------------------------------------------------------
<S> <C> <C> <C>
1 Norwest Mortgage $50.17 6.3%
2 Countrywide Home Loans 37.18 4.7
3 Chase Manhattan Mortgage Holdings 36.36 4.6
4 HomeSide Lending 21.36 2.7
5 Washington Mutual(c) 19.11 2.4
6 Fleet Mortgage Group 17.33 2.2
7 BankAmerica 14.64 1.8
8 NationsBanc & Affiliates 11.97 1.5
-------------------------------------------------------
DIME BANCORP,INC. PRO FORMA(d) 11.75 1.5
-------------------------------------------------------
9 Standard Federal Bank 10.52 1.3
10 FT Mortgage Companies 9.21 1.2
11 Resource Bancshares Mtg. 9.05 1.1
-------------------------------------------------------
12 NORTH AMERICAN MORTGAGE 9.02 1.1
-------------------------------------------------------
13 PHH Mortgage Services 7.95 1.0
14 Golden West Financial 6.72 0.8
15 GE Capital Mortgage Services 6.11 0.8
16 Flagstar Bank 6.05 0.8
17 Principal Residential Mortgage 5.96 0.8
18 PNC Mortgage Corp 5.46 0.7
19 Accubanc Mortgage 5.24 0.7
20 First Union Mortgage 5.01 0.6
-------------------------------------------------------
DIME BANCORP, INC. $2.73 0.3
-------------------------------------------------------
Total Mortgage Originations (est.) $793.91
</TABLE>
(c) Washington Mutual pro forma for the pending acquisition of Great Western
Financial.
(d) Dime Bancorp, Inc. pro forma for North American Mortgage Company's LTM
originations.
Source: Inside Mortgage Finance & Origination News
MORTGAGE SERVICERS
<TABLE>
<CAPTION>
PORTFOLIO MARKET
RANK SERVICER SIZE SHARE
- ------------------------------------------------------------------
<S> <C> <C> <C>
1 Norwest Mortgage $184.55 4.7%
2 Chase & Affiliates 160.50 4.1
3 Countrywide Home Loans 155.50 3.9
4 Fleet Mortgage Group 119.63 3.0
5 NationsBanc & Affiliates 118.67 3.0
6 GE Capital Mortgage Corp. 104.62 2.7
7 Washington Mutual(a) 89.72 2.3
8 Homeside Lending 89.45 2.3
9 BankAmerica 87.72 2.2
10 Mellon Mortgage 63.31 1.6
11 First Nationwide Mortgage Corp. 58.49 1.5
12 GMAC Mortgage Group 53.80 1.4
13 First Union Mortgage Corp. 51.56 1.3
14 H.F. Ahmanson & Co. 48.13 1.2
15 PNC Mortgage Corp 40.90 1.0
16 Capstead Mortgage 38.82 1.0
17 Citicorp Mortgage Inc. & Affiliates 38.70 1.0
18 Wells Fargo Bank 36.15 0.9
19 Prudential Insurance Co. of America 31.80 0.8
20 Golden West Fin. Corp 30.95 0.8
- -----------------------------------------------------------------
21 DIME BANCORP, INC. PRO FORMA(b) 30.04 0.8
30 DIME BANCORP, INC. 17.54 0.4
- -----------------------------------------------------------------
1-4 Family Mortgages Outstanding (est.) $3,940.54
</TABLE>
(a) Washington Mutual pro forma for the pending acquisition of Great Western
Financial.
(b) Dime Bancorp, Inc. pro forma for North American Mortgage Company's servicing
portfolio of $12.5 billion at March 31, 1997.
Source: Inside Mortgage Finance
14
<PAGE> 15
FINANCIAL HIGHLIGHTS
===============================================================================
* Accretion to be achieved through:
- Estimated cost savings of $18.8 million, pre-tax
- Scale benefits in servicing and production
- Enhanced spread income
- Improved utilization of escrow balances
- Lower funding costs
* One time restructuring charge of $31.1 million, after-tax
- - Includes $19.4 million in capitalized charges and $11.7 million in current
expenses.
15
<PAGE> 16
ATTRACTIVE EPS ACCRETION
===============================================================================
($ in millions, except per share data)
<TABLE>
<CAPTION>
1997P 1998P 1999P
----- ----- -----
<S> <C> <C> <C>
Dime Estimated Net Income(a) $133.6 $155.2 $173.9
North American Estimated Net Income(b) 4.3 26.2 35.1
--------------------------------------
Total Estimated Net Income 137.9 181.4 209.0
Cost Savings and Revenue Enhancements 1.8 15.2 21.4
Hedge Costs (0.9) (5.2) (7.4)
Incremental Amortization (2.5) (10.2) (10.2)
Cost of Buyback (1.0) (4.0) (4.0)
Non-Recurring Charge (11.7) -- --
- -------------------- --------------------------------------
Pro Forma Net Income $123.6(c) $177.2 $208.8
135.0(d)
Stand Alone EPS(a) $1.26 $1.46 $1.64
Pro Forma EPS 1.13(c) 1.49 1.75
1.24(d)
% Accretion/(Dilution) (1.4)%(b) 2.0% 7.3%
% EPS Growth -- 20.2 17.5
% Cash EPS Accretion/(Dilution) 5.4 7.4 12.0
</TABLE>
(a) Based upon IBES estimates.
(b) Dime Bancorp estimates.
(c) Includes $11.7 m in after-tax non-recurring charge.
(d) Excludes $11.7 m in after-tax non-recurring charge.
16
<PAGE> 17
SYNERGIES AND REVENUE
ENHANCEMENTS
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998P(a) 1999P(a)
----------------------------------------------------
<S> <C> <C>
Cost Savings
Administration $7.1 $7.6
Servicing 3.6 5.0
Revenue Enhancements
Funding Benefits 3.0 3.7
Additional Portfolio NII 1.5 5.1
----------------------------------------------------
Total $15.2 $21.4
</TABLE>
(a) after-tax dollars in millions
17
<PAGE> 18
FINANCIAL IMPACT TO DIME
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROJECTED
-------------------------------------
PRO FORMA WITH NORTH AMERICAN
1ST QUARTER -------------------------------------
DIME 3/31 1997P 1998P 1999P
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Return on Average Assets 0.69% 0.69% 0.77% 0.82%
Return on Average Common Equity 12.7 12.4 12.6 13.1
Cash Return on Avg. Tang. Common Eq. 12.9 14.9 15.7 15.7
Fee Income/Revenue 19.1 28.7 45.5 45.9
Tangible Common Equity/Assets 5.66(b) 5.20 5.37 5.80
Bank Leverage Capital 6.32(b) 6.00 5.75 6.05
Double Leverage 111.3(b) 113.0 106.2 103.8
Tangible Book Value per Share $9.92(b) $9.71 $11.24 $13.16
- ----------------------------------------------------------------------------------------------------
</TABLE>
(a) Income statement figures exclude effect of one-time charge.
(b) Pro Forma adjusted for BFS and Stock Buyback: Tangible Common
Equity/Assets of 5.14%, Bank Leverage Capital of 6.11%, Double Leverage of
114.7% and F.D. Tangible Book Value per Share of $9.27.
18
<PAGE> 19
MORTGAGE BANK CORPORATE STRUCTURE
- --------------------------------------------------------------------------------
Ownership: Wholly-owned Subsidiary of Dime Savings Bank
Operating Name: North American nationally, Dime in selected markets
Headquarters: Tampa, FL
Management: Fred Koons - Chairman/Chief Executive Officer
Terry Hodel - Vice Chairman
Rich Mirro - President/Chief Operating Officer
Origination: 107 offices serving 31 states
Servicing Center: Albion, New York
19
<PAGE> 20
STRATEGIC BUSINESS HIGHLIGHTS
- --------------------------------------------------------------------------------
* Accelerates positioning of Dime's mortgage banking business
- National presence
- Balanced multi-product/multi-channel capability
- Experienced mortgage banking management team
- Economies of scale in origination and servicing
- Balanced weighting of originations and servicing
- Profitable sub-prime lending without significant credit risk
* Enhances opportunities in related business (e.g. insurance, HELOC)
* Adds effective technology: highly integrated servicing, production
and management information systems.
20
<PAGE> 21
SUMMARY
- -----------------------------------------------------------------------------
- - Acquisition consistent with stated strategy
- - Strengthens key business
- - Improves risk profile
- - Accelerates transition to consumer bank
- - Accretive to both reported EPS and cash EPS
21
