As filed with the Securities and Exchange Commission on June 30, 1998
REGISTRATION NO. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-3
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) 589 Fifth Ave Identification Number)
New York, New York 10017
(212) 326-6170
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
JAMES E. KELLY, ESQ.
General Counsel
Dime Bancorp, Inc.
589 Fifth Avenue
New York, New York 10017
(212) 326-6170
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
with a copy to:
MITCHELL S. EITEL, ESQ.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this Registration Statement, as determined
in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Class of Amount to be Maximum Offering Maximum Aggregate Amount of
Securities to be Registered Registered Price Per Unit Offering Price Registration Fee
<S> <C> <C> <C> <C>
Debt Securities $300,000,000(1) 100%(1) $300,000,000 $88,500(2)
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(1) There are being registered hereunder such indeterminate principal amount of
Debt Securities as shall have an aggregate initial offering price not to
exceed $300,000,000. If any Debt Securities are issued at an original issue
discount, then the securities registered shall include such additional Debt
Securities as may be necessary such that the aggregate initial public
offering price of all securities issued pursuant to this Registration
Statement will equal $300,000,000. The proposed maximum initial offering
price per unit will be determined, from time to time, by the Registrant in
connection with the issuance by the Registrant of the securities registered
hereunder.
(2) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION; PRELIMINARY PROSPECTUS DATED JUNE __, 1998
PROSPECTUS
$300,000,000
DIME BANCORP, INC.
DEBT SECURITIES
Dime Bancorp, Inc., a Delaware corporation (the "Corporation"), may offer
from time to time in one or more issuances one or more series of debt securities
("Debt Securities"), consisting of debentures, notes or other unsecured
evidences of indebtedness, which may be unsubordinated ("Senior Debt
Securities") or subordinated ("Subordinated Debt Securities") to certain other
obligations of the Corporation, at an aggregate initial offering price not to
exceed $300,000,000 (or the equivalent thereof in any other specified currency
or currency unit), at prices and on terms to be determined at the time of sale.
Debt Securities may be offered, separately or together, in separate series, in
amounts, at prices and on terms to be set forth in the applicable supplement or
supplements to this Prospectus (each, a "Prospectus Supplement").
The applicable Prospectus Supplement will set forth, with regard to the
particular Debt Securities in respect of which this Prospectus is being
delivered, the initial public offering price and the terms of the offering
thereof, and the title, aggregate principal amount, denominations, currency or
currency unit in which payments are to be made, maturity, rate of interest, if
any (which may be fixed or variable), or method of calculation thereof, time of
payment of any interest, terms for redemption at the option of the Corporation
or the holder, if any, terms for sinking fund payments, if any, subordination
terms, if any, and any other terms and conditions of such Debt Securities. Debt
Securities may be issued in definitive or permanent global form.
The Corporation may sell Debt Securities to or through underwriters acting
as principals for their own account or as agents and also may sell Debt
Securities directly to other purchasers or through agents designated from time
to time. The applicable Prospectus Supplement will set forth the initial public
offering price, the names of any underwriters or agents, the numbers or
principal amounts, if any, to be purchased by underwriters, the compensation of
such underwriters and agents, if any, and the net proceeds to the Corporation.
If the Corporation, directly or through agents, solicits offers to purchase the
Debt Securities, the Corporation reserves the sole right to accept and, together
with its agents, to reject in whole or in part any proposed purchase of Debt
Securities. See "PLAN OF DISTRIBUTION."
Debt Securities will be unsecured obligations of the Corporation. Senior
Debt Securities, when issued, will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Corporation. Subordinated Debt Securities,
when issued, will be subordinated as described herein under "DESCRIPTION OF DEBT
SECURITIES--Subordination of Subordinated Debt Securities." Unless otherwise
stated in the applicable Prospectus Supplement, payment of the principal of
Subordinated Debt Securities may be accelerated only in the case of certain
events involving the bankruptcy, insolvency or reorganization of the
Corporation; there will be no right of acceleration of payment of Subordinated
Debt Securities in the case of a default in the performance of any covenant of
the Corporation, including the payment of principal or interest. See
"DESCRIPTION OF DEBT SECURITIES--Defaults." The respective indentures pursuant
to which Debt Securities may be issued will not contain any limitation on the
aggregate principal amount of the Debt Securities issued thereunder.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 HEREOF FOR CERTAIN INFORMATION
RELEVANT TO AN INVESTMENT IN THE DEBT SECURITIES.
THESE DEBT SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
This Prospectus may not be used to consummate the sale of any Debt
Securities unless accompanied by the applicable Prospectus Supplement.
THESE DEBT SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
OFFICE OF THRIFT SUPERVISION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION, THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE OFFICE OF THRIFT SUPERVISION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS ________ __, 1998.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE APPLICABLE
PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. NEITHER THIS
PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE DEBT SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH DEBT SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
NOR ANY SALE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION
SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy and information statements and other information filed by the
Corporation can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's Regional Offices in New York (Seven World Trade Center,
13th Floor, New York, New York 10048) and Chicago (Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661), and copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates upon written
request. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants, such as the
Corporation, that file electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov. Because the Corporation's common
stock, par value $0.01 per share ("Common Stock"), is listed on the New York
Stock Exchange, Inc. (the "NYSE"), such reports, proxy and information
statements and other information can also be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
The Corporation became the holding company of The Dime Savings Bank of New
York, FSB , a federally chartered savings bank (the "Bank"), pursuant to a
reorganization effected on May 25, 1994. Until that time, the Bank filed
reports, proxy and information statements and other information with the Office
of Thrift Supervision (the "OTS"). Such reports, proxy and information
statements and other information filed by the Bank prior to May 25, 1994 can be
inspected and copied at the public reference facilities maintained by the OTS at
the Office of Public Information, Office of Thrift Supervision, 1700 G Street,
N.W., Washington, D.C. 20552, and also can be obtained by written request from
such office at prescribed rates.
This Prospectus forms a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") that the Corporation has filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all the information set forth in the Registration Statement, certain
portions of which have been omitted pursuant to the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and the
exhibits, financial statements, notes and schedules filed as a part thereof or
incorporated by reference therein for further information with respect to the
Corporation and the Debt Securities offered hereby.
Statements contained in this Prospectus (or in any document it incorporates
by reference) concerning the provisions of any contract or other document
referred to herein are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement or such other document, each such statement being
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission (File
No. 001-13094) are hereby incorporated by reference:
(a) Annual Report on Form 10-K and Amended Annual Report on Form
10-K/A each for the fiscal year ended December 31, 1997, filed
pursuant to Section 13(a) of the Exchange Act, except that the
information referred to in Item 402(a)(8) of Regulation S-K of
the Commission shall not be deemed incorporated by reference
herein; and
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(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, filed pursuant to Section 13(a) of the Exchange Act.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus from the date of filing of such
documents, except that information contained in any such document that is
described in Item 402(a)(8) of Regulation S-K shall not be deemed incorporated
by reference herein.
Any statement contained herein, in any Prospectus Supplement or in a
document incorporated or deemed incorporated by reference herein or therein
shall be deemed modified or superseded for purposes of the Registration
Statement, this Prospectus and such Prospectus Supplement to the extent that a
statement contained herein, in any Prospectus Supplement, or in any subsequently
filed document that also is or is deemed 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 the Registration Statement, this Prospectus or any
Prospectus Supplement.
The Corporation will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference herein,
except for any exhibits to such documents that are not specifically incorporated
by reference herein. Written requests should be sent to: Dime Bancorp, Inc., 589
Fifth Avenue, New York, New York 10017, Attention: Investor Relations
Department. Telephone requests may be directed to (212) 326-6170.
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RISK FACTORS
GENERAL BUSINESS RISKS
The business conducted by the Corporation, the Bank and its other direct
and indirect subsidiaries (collectively, the "Company") is subject to various
material business risks. Some of the risks to which the Company's business is
subject may become more acute in periods of economic slowdown or recession. Such
conditions could lead to a potential decline in demand for the Company's loan
origination or other services. In addition, during such periods foreclosures
generally increase and could result in an increased incidence of claims and
legal actions involving the Company.
INTEREST RATE RISK
The Company realizes its income primarily from the differential or
"spread" between the interest earned on loans and investments and the interest
paid on deposits and borrowings. Net interest spreads are affected by the
difference between the maturities and the repricing characteristics of
interest-earning assets and interest-bearing liabilities. The Company estimates
that, in general, its interest-bearing liabilities reprice or mature, on
average, sooner than its interest-earning assets. As a result, an environment of
increasing interest rates could result in a contraction of the spread and
corresponding decrease in the Company's net interest income. In addition, if
interest rates decline, the Company's interest-earning assets, on average, may
reprice sooner than its interest-bearing liabilities, which could also result in
a contracting spread and have a negative effect on the Company's net interest
income. Further, changes in the relationship between long-term and short-term
interest rates (the "yield curve slope or shape") or changes in the relationship
between the Company's funding costs and the return on its loans and other
investments ("basis risk") can adversely impact the Company's net interest
spread and net interest income. Further, as a result of its recent acquisition
of North American Mortgage Company ("NAMC"), the level of the Company's mortgage
servicing assets is anticipated to increase substantially. Declining interest
rates generally result in increased prepayments of the loans underlying such
assets, which could result in the loss of net future servicing revenues and,
accordingly, a decline in the value of the Company's mortgage servicing assets.
The Company utilizes a variety of techniques in an effort to mitigate the
unfavorable effects that these interest rate risks may have on its results of
operations; however, the Company continues to be subject to such risks.
COMPETITION
The Company experiences substantial competition both in attracting and
retaining deposits and in making loans. Its most direct competition for deposits
historically has come from other thrift institutions and commercial banks doing
business in the greater New York City metropolitan area. However, as with all
banking organizations, the Company has experienced increasing competition from
nonbanking sources. For example, the Company faces competition for funds from
non-bank investment alternatives, such as money market mutual fund shares and
corporate and governmental debt securities, among others. The Company's
competition for loans comes principally from other thrift institutions,
commercial banks, mortgage banking companies, consumer finance companies,
insurance companies and other institutional investors and lenders. A number of
institutions with which the Company competes for deposits and loans have
significantly greater assets and capital than the Company.
REGULATION
Each of the Corporation, as a savings and loan holding company, and the
Bank, as a federal savings bank, is subject to significant regulation, which has
materially affected their businesses as well as the businesses of other banking
organizations in the past and is likely to do so in the future. Statutes and
regulations now affecting the Company may be changed at any time, and the
interpretation of these statutes and regulations by authorities is also subject
to change. There can be no assurance that future changes in the regulations or
in their interpretation will not adversely affect the business of the Company.
As a savings and loan holding company, the Corporation is subject to regulation
and examination by the OTS. As a federal saving association, the Bank is subject
to examination from time to time by the OTS, its primary regulator, and the
Federal Deposit Insurance Corporation (the "FDIC"), as administrator of the
Banking Insurance Fund (the "BIF") and the Savings Association Insurance Fund
(the "SAIF"). There can be no assurance that the OTS or the FDIC may not, as a
result of such examination or otherwise, impose various requirements or
regulatory sanctions upon the Company. Moreover, as a holding company, the
Corporation's ability to pay dividends, and to make payments on its debt
securities and other obligations, is dependent to a great degree on its ability
to receive dividends and other funds from the Bank. The Bank's ability to pay
dividends or other distributions on its capital stock is affected by statutes
and regulations that have the effect of limiting such transfer of funds from the
Bank to the Corporation. See "CERTAIN REGULATORY CONSIDERATIONS."
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LEGISLATIVE AND REGULATORY PROPOSALS
The operations of a savings and loan holding company and a federal savings
bank are affected by the economic, fiscal and monetary policies of the United
States and its agencies and regulatory authorities, particularly the Board of
Governors of the Federal Reserve System ("Federal Reserve Board"). The fiscal
and economic policies of various governmental entities and the monetary policies
of the Federal Reserve Board have a direct effect on the Company's business
operations and the availability, growth and distribution of the Company's
investments and deposits.
In addition, proposals to change the laws and regulations governing the
operations and taxation of savings associations and other financial institutions
and companies that control such institutions are frequently raised in Congress
and before the OTS and other bank regulatory authorities. A change in applicable
statutes, regulations or regulatory policy may have a material effect on the
Company's business. The likelihood of any major changes in the future and the
effect such changes might have on the Company are impossible to determine.
Legislation has from time to time been proposed in Congress that generally
would require federal savings associations, such as the Bank, to convert to a
national bank charter (or a state charter). It is uncertain to what extent, if
at all, the existing branch and investment powers of federal savings
associations, such as the Bank, that are impermissible for national banks, would
be grandfathered. In addition, the proposals express the intent that savings and
loan holding companies, such as the Corporation, should convert to bank holding
companies. It is also uncertain to what extent, if at all, the existing powers
of savings and loan holding companies that are impermissible for bank holding
companies, would be grandfathered. Consequently, it is impossible at this time
to evaluate the ultimate form any legislation might take or what the effect upon
the Company might be.
YEAR 2000 ISSUE
The Company acknowledges the challenges posed worldwide due to the current
inability of certain computer systems to properly recognize the date change from
December 31, 1999 to January 1, 2000. Failure to adequately meet these
challenges could have a material adverse effect on the operations of a financial
institution, such as the Company. The Company has completed the process of
assessing the systems issues associated with this year 2000 problem and adopted
a plan to prepare its computer systems, software, and applications to properly
process dates beyond December 31, 1999 (the "Year 2000 Plan"). The Year 2000
Plan requires modifications to be made to certain of the Company's existing
systems and, in other cases, conversions to new systems or software.
In addition, the Company is involved in ongoing communications with its
significant third-party contractors, such as vendors and service providers, for
the purpose of evaluating their readiness to meet the challenges of the year
2000 and the extent to which the Company may be affected by the remediation of
their systems, software, and applications. The Company cannot guarantee that the
computer systems of its third-party contractors will be remediated on a timely
basis or that the failure of any such party to remediate, or a remediation that
is incompatible with the Company's systems, would not have a material adverse
effect on the Company.
The Company anticipates that the primary costs associated with the
development and implementation of the Year 2000 Plan will be in the areas of
remediation and testing of its computer applications, principally consisting of
costs related to outside consultants and applications upgrades. The Company
currently estimates that this plan, including unit testing, will be completed by
the end of 1998, with fully integrated testing completed by the second quarter
of 1999, and that total related pretax costs will be approximately $20 million,
of which approximately 75% is expected to be incurred during 1998. These
estimates are based on certain assumptions relating to future events, including,
but not limited to, the remediation efforts of third-party contractors, the
continued availability of certain resources, and other factors. There can be no
guarantee that these estimates will be achieved, and actual results could be
significantly different from those estimates, due to, among other factors, the
unavailability and cost of trained personnel and the failure to identify all
affected systems.
THE COMPANY
THE CORPORATION AND THE BANK
The Corporation was incorporated under the laws of the State of Delaware in
1994. Its principal executive office is located at 589 Fifth Avenue, New York,
New York 10017. Its telephone number is (212) 326-6170. The Corporation is the
holding company for the Bank, and its only current business is the operation of
the Bank as a subsidiary. Headquartered in New York City, the Bank currently
operates 91 branches primarily in the greater New York City metropolitan area.
Through the Bank and its subsidiaries, the Company also provides mortgage
banking and consumer financial services in selected markets throughout the
United States. The Bank was organized in 1859,
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converted from a state charter to a federal charter in 1983 and converted to
stock ownership in 1986. At March 31, 1998, the Corporation had consolidated
total assets of $22.0 billion (including loans receivable of $12.7 billion),
deposits of $14.0 billion and stockholders' equity of $1.3 billion.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth certain information regarding the
Corporation's consolidated ratios of earnings to fixed charges.
<TABLE>
<CAPTION>
Three Months Ended Year Ended December 31,
March 31, 1998
1997 1996 1995 1994 1993
------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding interest on deposits............ 1.83x 1.57x 1.42x 1.26x 1.22x 1.11x
Including interest on deposits............ 1.35 1.22 1.17 1.12 1.09 1.03
</TABLE>
For purposes of computing these ratios, earnings represent income from
continuing operations before extraordinary items plus income taxes and fixed
charges. Fixed charges, excluding interest on deposits, represent interest
expense (other than interest on deposits), one-third (the proportion deemed
representative of the interest factor) of rent expense and all amortization of
debt issuance costs. Fixed charges, including interest on deposits, represent
all interest expense, one-third (the proportion deemed representative of the
interest factor) of rent expense and all amortization of debt issuance costs.
USE OF PROCEEDS
Except as otherwise set forth in the applicable Prospectus Supplement, the
Corporation intends to use the proceeds from the sale of the Debt Securities for
general corporate purposes, including working capital, capital expenditures,
investments in or loans to subsidiaries, refinancing of debt, including
outstanding commercial paper and other short-term indebtedness, if any,
redemption or repurchase of shares of its outstanding common stock, the
satisfaction of other obligations, or for such other purposes as may be
specified in the in the applicable Prospectus Supplement.
CERTAIN REGULATORY CONSIDERATIONS
The description of statutory provisions and regulations applicable to
savings associations and savings and loan holding companies set forth below does
not purport to be a complete description of the statutes and regulations
described or of all such statutes and regulations and their effects on the Bank
and the Corporation. The regulatory scheme has been established primarily for
the protection of depositors and the financial system generally and is not
intended for the protection of stockholders or other creditors.
GENERAL
The Bank is a federal savings bank and a member of the Federal Home Loan
Bank of New York and is subject to the regulations, examinations, and reporting
requirements of the OTS, as the primary regulator of federal savings
associations, and of the FDIC, as insurer of the Bank's deposits. Additionally,
the Bank is subject to certain limited regulation by the Federal Reserve Board.
As a savings and loan holding company, the Corporation is also subject to the
regulations, examinations and reporting requirements of the OTS. For a general
discussion of certain of the material elements of the regulatory framework
applicable to savings and loan holding companies and their subsidiaries and
certain specific information relevant to the Company, reference is made to the
Corporation's Annual Reports on Form 10-K and 10-K/A and Quarterly Reports on
Form 10-Q, which are incorporated by reference into this Prospectus. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
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CERTAIN REGULATORY RESTRICTIONS ON CAPITAL DISTRIBUTIONS
As a holding company, the Corporation's ability to pay dividends and to
make payments on its debt securities and other obligations, is dependent to a
great degree on its ability to receive dividends and other funds from the Bank.
The Bank's ability to pay dividends or other distributions on its capital stock
is affected by statutes and regulations relating to the business of federal
savings associations that have the effect of limiting such transfer of funds
from the Bank to the Corporation. The nature and extent of such restrictions are
dependent upon the association's level of regulatory capital and its income.
Regulatory Capital Requirements. Under federal law (principally the Home
Owner's Loan Act) and OTS regulations, savings associations are required to
comply with each of three separate capital adequacy standards: a leverage or
core capital requirement; a tangible capital requirement; and a risk-based
capital requirement. The OTS is also authorized to establish individual minimum
capital requirements for a savings association consistent with these capital
standards. The OTS has not established any such individual minimum capital
requirements for the Bank. There are potentially severe consequences for failing
to meet these regulatory capital requirements.
The leverage capital requirement adopted by the OTS requires savings
associations to maintain core capital in an amount equal to at least 3% of
adjusted total assets. Core capital includes common stockholders' equity
(including common stock, common stock surplus and retained earnings, but
excluding any net unrealized gains or losses, net of related taxes, on certain
securities available for sale), non-cumulative perpetual preferred stock and any
related surplus, and minority interests in the equity accounts of fully
consolidated subsidiaries. Intangible assets, other than mortgage servicing
rights valued in accordance with applicable regulations and purchased credit
card relationships, generally must be deducted from core capital. Mortgage
servicing rights and purchased credit card relationships may comprise only up to
50% of core capital. In addition, certain deferred tax assets and investments in
and loans to non- includable subsidiaries must be deducted from core capital.
Savings associations are required to hold tangible capital in an amount
equal to at least 1.5% of adjusted total assets. Tangible capital means core
capital less any intangible assets (except for mortgage servicing rights
includable in core capital).
Under the risk-based capital requirement, savings associations must
maintain a ratio of total capital to risk- weighted assets equal to at least 8%.
Risk-weighted assets are determined by multiplying certain categories of the
institution's assets, including off-balance sheet equivalents, by an assigned
risk weight of 0% to 100% based on the credit risk associated with those assets
as specified in OTS regulations. For purposes of the risk-based capital
requirement, total capital means core capital plus supplementary capital, so
long as the amount of supplementary capital that is used to satisfy the
requirement does not exceed the amount of core capital. Supplementary capital
includes, among other things, general valuation loan and lease loss allowances
up to a maximum of 1.25% of risk-weighted assets. The OTS adopted a rule,
effective January 1, 1994, incorporating an interest rate risk component into
its existing risk- based capital requirement. In March 1995, the OTS extended a
waiver of the interest rate risk capital deduction until it issued a Thrift
Bulletin establishing an appeals process and notified thrift institutions of the
effective date. Although the OTS issued the Thrift Bulletin on August 21, 1995,
it also announced that the automatic interest rate risk capital deduction would
not be implemented until the OTS issued a notice otherwise.
As of March 31, 1998, the Bank had core capital and tangible capital of
$1.3 billion, which was equal to 5.86% of adjusted total assets, and total
capital of $1.4 billion, which was equal to 11.10% of risk-weighted assets, and
exceeded the capital requirements imposed by the OTS.
In 1991, Congress enacted the "prompt corrective action" provisions of the
Federal Deposit Insurance Act, which established five capital-based categories
for depository institutions insured by the FDIC: "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized" and
"critically undercapitalized." The OTS is required to take certain mandatory
action and is authorized to take other discretionary action with respect to
savings associations in the three undercapitalized categories. Under OTS
regulations, an association is treated as well-capitalized if its ratio of total
risk-based capital to risk-weighted assets is 10% or more, its ratio of core
capital to risk- weighted assets is 6% or more, its ratio of core capital to
adjusted total assets is 5% or more and it is not subject to any order or
directive by the OTS to meet a specific capital level. At March 31, 1998, the
Bank met the published standards for a well-capitalized association.
In addition, an association's primary federal bank regulatory agency is
authorized to downgrade the association's capital category to the next lower
category upon a determination that the association is in an unsafe or unsound
condition or is engaged in an unsafe or unsound practice. An unsafe or unsound
practice can include receipt
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by the association of a less than satisfactory rating on its most recent
examination with respect to its asset quality, management, earnings or
liquidity.
Limitations on Capital Distributions. A savings association, such as the
Bank, may not make a capital distribution (or pay management fees to its holding
company) if, following such distribution, the association will be
"undercapitalized" under the prompt corrective action provisions described
above. In addition, OTS regulations limit the ability of savings associations to
pay dividends and make other capital distributions according to the
institution's level of capital and income, with the greatest flexibility
afforded to institutions that meet or exceed their OTS capital requirements. For
this purpose, "capital distributions" include cash dividends, payments to
repurchase, redeem, retire or otherwise acquire a savings association's shares,
payments to stockholders of another institution in a cash-out merger, other
distributions charged against capital and any other transaction that the OTS
determines to entail a payout of capital. To the extent that the OTS regulations
described below and the prompt corrective action provisions are inconsistent,
the prompt corrective action provisions take precedence.
Under current OTS regulations, a savings association that exceeds its OTS
regulatory capital requirements both before and after a proposed dividend (or
other distribution of capital) (a "Tier 1 Institution") and has not been advised
by the OTS that it is in need of more than normal supervision may, after prior
notice to but without the approval of the OTS, make capital distributions during
a calendar year up to the higher of (a) 100% of its net income to date during
the calendar year plus the amount that would reduce by one-half its "surplus
capital ratio" (the institution's excess capital over its capital requirements)
at the beginning of the calendar year or (b) 75% of its net income over the most
recent four-quarter period. In addition, a Tier 1 Institution may make capital
distributions in excess of the foregoing limits if the OTS does not object
within a 30-day period following notice by the institution. A Tier 1 Institution
that has been notified by the OTS that it is in need of "more than normal
supervision" must, under OTS regulations, be treated as a Tier 2 or a Tier 3
Institution. Under OTS regulations, a Tier 2 Institution may, after prior notice
but without the approval of the OTS, make capital distributions in an amount up
to 75% of its net income during the most recent four-quarter period. Under OTS
regulations, a Tier 3 Institution (i.e., an institution that does not meet its
OTS capital requirements) generally cannot make any capital distributions
without the prior written approval of the OTS. As of March 31, 1998, the Bank
was a Tier 1 Institution. The OTS also may prohibit a proposed capital
distribution that would otherwise be permitted by the regulation if the OTS
determines that the distribution would constitute an unsafe or unsound practice.
In addition, a savings association that has converted from mutual to stock form
(such as the Bank) may not declare or pay a dividend on, or repurchase, any of
its capital stock if the effect of such action would be to reduce the regulatory
capital of the institution below the amount required for its liquidation
account.
TRANSACTIONS WITH AFFILIATES
Under federal law and regulation, transactions between a savings
association and its "affiliates," which term includes its holding company and
other companies controlled by its holding company, are subject to quantitative
and qualitative restrictions. Savings associations are restricted in their
ability to engage in certain types of transactions with their affiliates,
including transactions that could provide funds to a holding company for the
payment of capital distributions. These "covered transactions" include (a)
purchasing or investing in securities issued by an affiliate, (b) lending or
extending credit to, or guaranteeing credit of, an affiliate, (c) purchasing
assets from an affiliate, and (d) accepting securities issued by an affiliate as
collateral for a loan or extension of credit. Covered transactions are permitted
between a savings association and a single affiliate up to 10% of the capital
stock and surplus of the association, and between a savings association and all
of its affiliates up to 20% of the capital stock and surplus of the association.
The purchase of low-quality assets by a savings association from an affiliate is
not permitted. Each loan or extension of credit to an affiliate by a savings
association must be secured by collateral with a market value ranging from 100%
to 130% (depending on the type of collateral) of the amount of credit extended.
Notwithstanding the foregoing, a savings association is not permitted to make a
loan or extension of credit to any affiliate unless the affiliate is engaged
only in activities that the Federal Reserve Board has determined to be
permissible for bank holding companies. Savings associations also are prohibited
from purchasing or investing in securities issued by an affiliate, other than
shares of a subsidiary. Covered transactions between a savings association and
an affiliate, and certain other transactions with or benefitting an affiliate,
must be on terms and conditions at least as favorable to the institution as
those prevailing at the time for comparable transactions with non-affiliated
companies. This arm's length requirement applies to all covered transactions, as
well as to (a) the sale of securities or other assets to an affiliate, (b) the
payment of money or the furnishing of services to an affiliate, (c) any
transaction in which an affiliate acts as agent or broker or receives a fee for
its services to the savings association or to any other person, or (d) any
transaction or series of transactions with a third party if any affiliate has a
financial interest in the third party or is a participant in the transaction or
series of transactions.
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DESCRIPTION OF DEBT SECURITIES
The following summary description of the Indentures (as defined below) and
the Debt Securities does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the Indentures pursuant to which such
Debt Securities are issued, the forms of which Indentures are filed as exhibits
to the Registration Statement of which this Prospectus is a part. Furthermore,
the following summary description of the Indentures and the Debt Securities
relates to certain terms and conditions applicable to the Debt Securities
generally. The particular terms of any series of Debt Securities will be
described in the applicable Prospectus Supplement. If so indicated in such
Prospectus Supplement, the terms of any such series may differ from the terms
set forth below.
GENERAL
Subordinated Debt Securities are to be issued under an indenture (the
"Subordinated Indenture") between the Corporation and the trustee named in the
applicable Prospectus Supplement, as the trustee therefor (the "Subordinated
Trustee"). Senior Debt Securities are to be issued under an indenture (the
"Senior Indenture") between the Corporation and the trustee named in the
applicable Prospectus Supplement as the trustee therefor (the "Senior Trustee").
The Forms of Subordinated Indenture and Senior Indenture are exhibits to the
Registration Statement of which this Prospectus is a part. The Senior Indenture
and the Subordinated Indenture are sometimes referred to collectively as the
"Indentures" and the Senior Trustee and the Subordinated Trustee are sometimes
referred to collectively as the "Trustees."
The Debt Securities will be direct, unsecured obligations of the
Corporation. The Debt Securities will not be deposits or other obligations of a
bank and will not be guaranteed or insured by the FDIC or any other governmental
agency.
The Indentures do not limit the aggregate principal amount of Debt
Securities or of any particular series of Debt Securities that may be issued
thereunder and provide that Debt Securities issued thereunder may be issued from
time to time in one or more series, in each case with the same or various
maturities, at par or at a discount. The Indentures do not limit the amount of
other debt that may be issued by the Corporation and do not contain financial or
similar restrictive covenants. The Corporation expects from time to time to
incur additional indebtedness constituting Senior Indebtedness and Other
Financial Obligations (each as defined below under "--Subordination of
Subordinated Debt Securities"). The Indentures do not prohibit or limit the
incurrence of additional Senior Indebtedness or Other Financial Obligations.
Each Indenture provides that there may be more than one Trustee under such
Indenture with respect to different series of Debt Securities.
The Indentures do not contain any provision intended to provide protection
to holders of Debt Securities against a sudden or dramatic decline in credit
quality of the Corporation that could, for example, result from a takeover,
recapitalization, special dividend or other restructuring.
The applicable Prospectus Supplement will describe the following terms of
the series of Debt Securities in respect of which this Prospectus is being
delivered: (1) the title of such Debt Securities; (2) whether such Debt
Securities are Senior Debt Securities or Subordinated Debt Securities; (3) any
limit upon the aggregate principal amount of such Debt Securities and the
percentage of such principal amount at which such Debt Securities may be issued;
(4) the date or dates on which the principal of such Debt Securities is
scheduled to become payable (the "Stated Maturity"); (5) the rate or rates
(which may be fixed or variable) per annum at which such Debt Securities will
bear interest, or the method of determining such rate or rates, if any, the date
or dates from which any such interest will accrue, the dates on which any such
interest will be payable (the "Interest Payment Dates"), the Regular Record Date
(as defined in the applicable Indenture) for the interest payable on any
Interest Payment Date, and the person to whom principal of or premium, if any,
or interest on any Debt Security of such series will be payable, if other than
the person in whose name such Debt Security (or one or more predecessor Debt
Securities) is registered at the close of business on the Regular Record Date
for such interest; (6) if other than the location specified in this Prospectus,
the place or places where the principal of and premium, if any, and interest on
Debt Securities will be payable; (7) the period or periods within which, the
price or prices at which and the terms and conditions upon which such Debt
Securities will, pursuant to any mandatory sinking fund provisions or otherwise,
or may, pursuant to any optional sinking fund provisions or otherwise, be
redeemed in whole or in part by the Corporation; (8) the period or periods
within which, the price or prices at which and the terms and conditions upon
which such Debt Securities may be repaid, in whole or in part, at the option of
the holders thereof; (9) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which such Debt Securities will be
issuable; (10) if other than the principal amount thereof, the portion of the
principal amount of such Debt Securities that will be payable upon declaration
of acceleration of the maturity thereof; (11) the currency or currency unit of
payment of principal of and premium, if any, and interest on such Debt
Securities, and any index used to determine the amount of principal of or
premium, if any, and interest on such Debt Securities; (12) whether such Debt
Securities are to be issuable as Global Securities (as defined below) and, in
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such case, the initial securities depositary with respect thereto and the
circumstances under which such Global Security may be exchanged for definitive
securities; (13) whether the subordination provisions summarized below or
different subordination provisions, including a different definition of "Senior
Indebtedness," "Entitled Persons," or "Other Financial Obligations," will apply
to any such Debt Securities that are Subordinated Debt Securities; and (14) any
other material terms of such Debt Securities.
FORM, REGISTRATION AND TRANSFER
Unless otherwise indicated in the applicable Prospectus Supplement,
principal of, and premium, if any, and interest, if any, on Debt Securities will
be payable, and Debt Securities will be transferable, at the agency or office of
the Corporation maintained for such purpose in the Borough of Manhattan, The
City of New York, except that interest may be paid at the option of the
Corporation by check mailed to the address of the holder entitled thereto as it
appears on the applicable Security Register (as defined in the applicable
Indenture).
Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities will be issued only in fully registered form, without coupons, in
denominations of $1,000 and any integral multiple thereof. The Indentures
provide that Debt Securities of any series may be issuable in permanent global
form. See "GLOBAL SECURITIES" below. No service charge will be made for any
registration of transfer or exchange of the Debt Securities, but the Corporation
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
Both Senior Debt Securities and Subordinated Debt Securities may be issued
as Original Issue Discount Securi ties (as defined below) to be offered and sold
at a substantial discount below their stated principal amount. Federal income
tax consequences and other special considerations applicable to any such
Original Issue Discount Securities will be described in the applicable
Prospectus Supplement. "Original Issue Discount Security" means any Debt
Security that provides for an amount less than the principal amount thereof to
be due and payable upon the declaration of acceleration of the maturity thereof
in accordance with the terms of the applicable Indenture.
The applicable Prospectus Supplement relating to any series of Debt
Securities that are Original Issue Discount Securities will describe the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such series of Original Issue Discount Securities upon
the occurrence of an Event of Default (as defined below) and the continuation
thereof.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
The obligations of the Corporation to make any payment on account of the
principal of or premium, if any, or interest on any Subordinated Debt Securities
will, to the extent set forth in the Subordinated Indenture, be subordinate and
junior in right of payment to all Senior Indebtedness of the Corporation. In the
event of the acceleration of the maturity of any Subordinated Debt Securities,
the holders of all Senior Indebtedness will first be entitled to receive payment
in full of all amounts due thereon before the holders of any Subordinated Debt
Securities will be entitled to receive any payment upon the principal of or
interest on Subordinated Debt Securities.
Unless otherwise specified in the applicable Prospectus Supplement, in
certain events of insolvency, the payment of the principal of and premium, if
any, and interest on the Subordinated Debt Securities will, to the extent set
forth in the Subordinated Indenture, also be effectively subordinated in right
of payment to the prior payment in full of all Other Financial Obligations. Upon
any payment or distribution of assets to creditors upon any liquidation,
dissolution, winding up, reorganization, assignment for the benefit of
creditors, marshalling of assets or any bankruptcy, insolvency or similar
proceedings of the Corporation, the holders of all Senior Indebtedness will
first be entitled to receive payment in full of all amounts due or to become due
thereon before the holders of any Subordinated Debt Securities will be entitled
to receive any payment in respect of the principal of or premium, if any, or
interest on Subordinated Debt Securities. If upon any such payment or
distribution of assets to creditors, there remains, after giving effect to such
subordination provisions in favor of the holders of Senior Indebtedness, any
amount of cash, property or securities available for payment or distribution in
respect of Subordinated Debt Securities ("Excess Proceeds") and if, at such
time, any Entitled Persons (as defined below) in respect of Other Financial
Obligations have not received payment in full of all amounts due or to become
due on or in respect of such Other Financial Obligations, then such Excess
Proceeds will first be applied to pay or provide for the payment in full of such
Other Financial Obligations before any payment or distribution may be made in
respect of the Subordinated Debt Securities (or other securities ranking pari
passu in respect of payment).
The Corporation's obligations under Subordinated Debt Securities will rank
pari passu in right of payment with each other, subject (unless otherwise
specified in the applicable Prospectus Supplement) to the obligations of the
holders
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of Subordinated Debt Securities to pay over any Excess Proceeds to Entitled
Persons in respect of Other Financial Obligations as provided in the
Subordinated Indenture.
By reason of this subordination in favor of the holders of Senior
Indebtedness, in the event of insolvency, creditors of the Corporation who are
neither holders of Senior Indebtedness nor holders of Subordinated Debt
Securities may recover less, ratably, than the holders of Senior Indebtedness
and may recover more, ratably, than the holders of Subordinated Debt Securities.
By reason of the obligation of the holders of Subordinated Debt Securities to
pay over any Excess Proceeds to Entitled Persons in respect to Other Financial
Obligations, in the event of insolvency, holders of certain Existing
Subordinated Indebtedness may recover less, ratably, than Entitled Persons in
respect of Other Financial Obligations and may recover more, ratably, than the
holders of Subordinated Debt Securities.
Unless otherwise specified in the applicable Prospectus Supplement, "Senior
Indebtedness" of the Corporation means the principal of, premium, if any, and
interest on (1) all indebtedness of the Corporation (including indebtedness of
others guaranteed by the Corporation), whether outstanding on the date of
execution of the Indenture or thereafter created, incurred or assumed which is
(x) for money borrowed or (y) evidenced by a note or similar instrument given in
connection with the acquisition of any business, properties or assets of any
kind, and (2) any amendments, renewals, extensions or modifications of any such
indebtedness, unless in any case in the instrument creating or evidencing any
such indebtedness or pursuant to which the same is outstanding it is provided
that such indebtedness is not superior in right of payment to the Subordinated
Debt Securities or is to rank pari passu with or subordinate to the Subordinated
Debt Securities.
Unless otherwise specified in the applicable Prospectus Supplement, "Other
Financial Obligations" means (a) obligations of the Corporation under direct
credit substitutes, (b) obligations of, or any such obligation directly or
indirectly guaranteed by, the Corporation for purchased money or funds, (c) any
deferred obligation of, or any such obligation directly or indirectly guaranteed
by, the Corporation incurred in connection with the acquisition of any business,
properties or assets not evidenced by a note or similar instrument given in
connection therewith, and (d) all obligations of the Corporation to make payment
pursuant to the terms of financial instruments, such as (1) securities contracts
and foreign currency exchange contracts, (2) derivative instruments, such as
swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange rate agreements, options, commodity futures
contracts, commodity option contracts, and (3) financial instruments similar to
those set forth in (1) and (2) above, other than (x) obligations on account of
Senior Indebtedness, and (y) obligations on account of indebtedness for money
borrowed ranking pari passu with or subordinate to the Subordinated Debt
Securities. Unless otherwise specified in the applicable Prospectus Supplement,
"Entitled Persons" means any person who is entitled to payment pursuant to the
terms of Other Financial Obligations.
The applicable Prospectus Supplement may further describe the provisions,
if any, applicable to the subordi nation of Subordinated Debt Securities of a
particular series offered thereby.
LIMITATION ON DISPOSITION OF VOTING STOCK OF PRINCIPAL SUBSIDIARY BANKS
The Senior Indenture contains a covenant by the Corporation that it will
not sell, assign, transfer, grant a security interest in or otherwise dispose of
any shares of, securities convertible into or options, warrants or rights to sub
scribe for or purchase shares of, Voting Stock (as defined below) (other than
directors' qualifying shares) of any Principal Subsidiary Bank (as defined
below) and that it will not permit any Principal Subsidiary Bank to issue
(except to the Corporation) any shares of, securities convertible into, or
options, warrants or rights to subscribe for or purchase shares of, Voting Stock
of any Principal Subsidiary Bank, except for sales, assignments, transfers,
grants of security interests or other dispositions that: (1) are for fair market
value on the date thereof, as determined by the Board of Directors of the
Corporation (which determination shall be conclusive) and, after giving effect
to such disposition and to any possible dilution, the Corporation will own not
less than 80% of the shares of Voting Stock of such Principal Subsidiary Bank
then issued and outstanding free and clear of any security interest; (2) are
made in compliance with an order of a court or regulatory authority of competent
jurisdiction, as a condition imposed by any such court or authority permitting
the acquisition by the Corporation, directly or indirectly, of any other bank or
entity the activities of which are legally permissible for a bank holding
company or a subsidiary thereof to engage in, or as an undertaking made to such
authority in connection with such an acquisition; (3) are made where such
Principal Subsidiary Bank, having obtained any necessary regulatory approvals,
unconditionally guarantees payment when due of the principal of and premium, if
any, and interest on the Debt Securities; or (4) are made to the Corporation or
any Wholly-Owned Subsidiary (as defined in the Senior Indenture) if such
Wholly-Owned Subsidiary agrees to be bound by this covenant and the Corporation
agrees to maintain such Wholly-Owned Subsidiary as a Wholly-Owned Subsidiary.
Notwithstanding the foregoing, any Principal Subsidiary Bank may be merged into
or consolidated with another banking institution organized under the laws of the
United States, any State thereof or the District of Columbia if, after giving
effect to such merger or consolidation, the Corporation or any Wholly-Owned
Subsidiary owns at least 80% of the
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Voting Stock of such other banking institution then issued and outstanding free
and clear of any security interest and if, immediately after giving effect
thereto and treating any such resulting banking institution thereafter as such
Principal Subsidiary Bank and as a Subsidiary for purposes of the Senior
Indenture, no Event of Default, and no event that, after the giving of notice or
lapse of time or both, would become an Event of Default, has occurred and is
continuing. A "Principal Subsidiary Bank" is defined in the Senior Indenture to
mean any Subsidiary (as defined in the Senior Indenture) that is a bank and has
total assets equal to 30% or more of the consolidated assets of the Corporation
determined as of the date of the most recent audited financial statements of
such entities. At present, the only Principal Subsidiary Bank is the Bank.
"Voting Stock" is defined in the Senior Indenture to mean stock of the class or
classes having general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such
corporation (irrespective of whether or not at the time stock of any other class
or classes will have contingent voting rights).
The Subordinated Indenture contains no such covenant, and the foregoing
covenant is not a covenant for the benefit of any series of Subordinated Debt
Securities.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each Indenture provides that the Corporation may not consolidate with or
merge into any other person or trans fer its properties and assets substantially
as an entirety to any person unless (1) the person formed by such consolidation
or into which the Corporation is merged or the person to which the properties
and assets of the Corporation are so transferred is a corporation, partnership
or trust organized and validly existing under the laws of the United States, any
State thereof or the District of Columbia and expressly assumes by a
supplemental indenture the payment of the principal of and premium, if any, and
interest on the Senior Debt Securities or the Subordinated Debt Securities, as
the case may be, and the performance of the other covenants of the Corporation
under the applicable Indenture; (2) immediately after giving effect to such
transaction, no Event of Default or Default (as defined below), as applicable,
and no event that, after notice or lapse of time or both, would become an Event
of Default or Default, as applicable, has occurred and is continuing; and (3)
certain other conditions are met.
DEFAULTS
The Senior Indenture. An "Event of Default" is defined in the Senior
Indenture, with respect to Debt Securities of any series issued thereunder, as
(1) default in the payment of principal of or premium, if any, on any Debt
Security of that series at maturity; (2) default for 30 days in the payment of
interest on any Debt Security of that series; (3) default in the deposit of any
sinking fund payment when due in respect of that series; (4) default in the
performance, or breach, of any other covenant or warranty of the Corporation in
the Senior Indenture or in the Debt Securities of that series, continued for 60
days after written notice to the Corporation by the Senior Trustee or to the
Corporation and the Senior Trustee by the holders of not less than 25% of the
aggregate principal amount of the outstanding Debt Securities of that series;
(5) failure to pay when due any indebtedness of the Corporation or any Principal
Subsidiary Bank for borrowed money in excess of $5,000,000, or acceleration of
the maturity of any such indebtedness in excess of such amount if acceleration
results from a default under the instrument giving rise to such indebtedness and
is not annulled within 60 days after due notice, unless in either case such
default is contested in good faith by appropriate proceedings; (6) certain
events of bankruptcy, insolvency or reorganization of the Corporation or any
Principal Subsidiary Bank; and (7) any other Event of Default that may be
provided for with respect to Debt Securities of that series.
The Senior Indenture provides that, if any Event of Default with respect to
Debt Securities of any series at the time outstanding thereunder occurs and is
continuing, either the Senior Trustee or the holders of not less than 25% in
aggregate principal amount of the outstanding Debt Securities of that series may
declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all Debt Securities of that series
to be due and payable immediately (provided that no such declaration is required
upon certain events of bankruptcy, insolvency or reorganization), but upon
certain conditions such declaration may be annulled and past defaults (except,
unless theretofore cured, a default in payment of principal of or premium, if
any, or interest on the Debt Securities of that series and certain other
specified defaults) may be waived by the holders of a majority in principal
amount of the outstanding Debt Securities of that series on behalf of the
holders of all Debt Securities of that series. In the event of the bankruptcy,
insolvency or reorganization of the Corporation, the claims of holders of the
Senior Debt Securities would be subject as to enforcement to the broad equity
power of a United States Bankruptcy Court, and to the determination by that
court of the nature of the rights of such holders.
The Senior Indenture contains a provision entitling the Senior Trustee,
subject to the duty of the Senior Trustee upon the occurrence and continuation
of an Event of Default to act with the required standard of care, to be
indemnified by the holders of any series of outstanding Senior Debt Securities
thereunder before proceeding to exercise any right
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or power under the Senior Indenture at the request of the holders of such series
of Senior Debt Securities. The Senior Indenture provides that the holders of a
majority in aggregate principal amount of outstanding Senior Debt Securities of
any series thereunder may direct the time, method and place of conducting any
proceeding for any remedy available to the Senior Trustee, or exercising any
trust or other power conferred on the Senior Trustee, with respect to the Debt
Securities of such series, provided that the Senior Trustee may decline to act
if such direction is contrary to law or the Senior Indenture or would involve
the Senior Trustee in personal liability.
The Corporation will file annually with the Senior Trustee a certificate as
to compliance with all conditions and covenants in the Senior Indenture.
The Subordinated Indenture. Payment of principal of the Subordinated Debt
Securities may be accelerated only upon an "Event of Default" as defined below.
There is no right of acceleration in the case of a default in the payment of
interest or the payment of principal prior to the date of maturity or a default
in the performance of any other covenant of the Corporation in the Subordinated
Indenture, unless the terms of a particular series of Subordinated Debt
Securities specifically provide otherwise, in which case any such extension of
such right of acceleration will be described in the applicable Prospectus
Supplement.
An "Event of Default" is defined in the Subordinated Indenture, with
respect to Debt Securities of any series issued thereunder, as certain events
involving the bankruptcy, insolvency or reorganization of the Corporation and
any other Event of Default that may be provided for with respect to the
Subordinated Debt Securities of that series. A "Default" is defined in the
Subordinated Indenture, with respect to Debt Securities of any series, to
include: (1) any Event of Default with respect to any Debt Securities of that
series; (2) a default in the payment of principal of or premium, if any, on any
Debt Security of that series at maturity; (3) default for 30 days in the payment
of interest on any Debt Security of that series; (4) default in the performance,
or breach, of any other covenant or warranty of the Corporation in the
Subordinated Indenture or in the Debt Securities of that series, continued for
30 days after written notice to the Corporation by the Subordinated Trustee or
to the Corporation and the Subordinated Trustee by the holders of not less than
25% in aggregate principal amount of the outstanding Debt Securities of such
series; or (5) any other Default that may be provided for with respect to the
Subordinated Debt Securities of that series. If an Event of Default with respect
to the Debt Securities of any series occurs and is continuing, either the
Subordinated Trustee or the holders of not less than 25% in aggregate principal
amount of the outstanding Debt Securities of that series may declare the
principal amount (or, if the Debt Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all Debt Securities of that series to be due and
payable immediately (provided that no such declaration is required upon certain
events of bankruptcy, insolvency or reorganization). The holders of a majority
in aggregate principal amount of the outstanding Debt Securities of that series
may waive an Event of Default resulting in acceleration of the Debt Securities
of such series, but only if all Events of Default have been remedied and all
payments due on the Debt Securities of that series (other than those due as a
result of acceleration) have been made and certain other conditions have been
met.
Subject to the provisions of the Subordinated Indenture relating to the
duties of the Subordinated Trustee, if a Default has occurred and is continuing
with respect to any series of Subordinated Debt Securities, the Subordinated
Trustee will be under no obligation to exercise any of its rights or powers
under the Subordinated Indenture at the request or direction of any of the
holders, unless such holders of such series have offered to the Subordinated
Trustee reasonable indemnity. Subject to such provisions for the indemnification
of the Trustee, the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of that series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Subordinated Trustee or exercising any trust or other power conferred on the
Subordinated Trustee, provided that the Subordinated Trustee may decline to act
if such direction is contrary to law or the Subordinated Indenture or would
involve the Subordinated Trustee in personal liability. The holders of a
majority in aggregate principal amount of the outstanding Debt Securities of
that series may waive any past default under the Subordinated Indenture with
respect to such series, except a default in the payment of principal or interest
or a default in respect of a covenant in the Subordinated Indenture that cannot
be modified without the consent of the holder of each outstanding Debt Security
of the series affected. In the event of the bankruptcy, insolvency or
reorganization of the Corporation, the claims of the holders of the Subordinated
Debt Securities would be subject as to enforcement to the broad equity power of
a United States Bankruptcy Court, and to the determination by that court of the
nature of the rights of such holders.
The Corporation will file annually with the Subordinated Trustee a
certificate as to compliance with all conditions and covenants in the
Subordinated Indenture.
-13-
<PAGE>
DEFEASANCE AND DISCHARGE
Each Indenture provides that the terms of any series of Debt Securities
issued thereunder may provide that the Corporation may terminate certain of its
obligations under such Indenture with respect to the Debt Securities of such
series on the terms and subject to the conditions contained in such Indenture,
by (a) depositing irrevocably with the applicable Trustee as trust funds in
trust (1) in the case of Debt Securities denominated in a foreign currency,
money in such foreign currency or Foreign Government Obligations (as defined
below) of the foreign government or governments issuing such foreign currency,
(2) in the case of Debt Securities denominated in U.S. dollars, U.S. dollars or
U.S. Government Obligations (as defined below), in each case in an amount that
through the payment of interest, principal or premium, if any, in respect
thereof in accordance with their terms will provide (without any reinvestment of
such interest, principal or premium), not later than one business day before the
due date of any payment, money, or (3) a combination of money and U.S.
Government Obligations or Foreign Government Obligations, as applicable,
sufficient to pay the principal of or premium, if any, and interest on, the Debt
Securities of such series as such are due and (b) satisfying certain other
conditions precedent specified in the applicable Indenture. Such deposit and
termination is conditioned, among other things, upon the Corporation's delivery
of (a) an opinion of independent counsel that the holders of the Debt Securities
of such series will have no federal income tax consequences as a result of such
deposit and termination and (b) if the Debt Securities of such series are then
listed on the NYSE, an opinion of counsel that the Debt Securities of such
series will not be delisted as a result of the exercise of this option. Such
termination will not relieve the Corporation of its obligation to pay when due
the principal of, and interest on the Debt Securities of such series if the Debt
Securities of such series are not paid from the money, Foreign Government
Obligations or U.S. Government Obligations held by the applicable Trustee for
payment thereof.
"U.S. Government Obligations" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, that, in either case, under
clauses (1) or (2) are not callable or redeemable at the option of the issuer
thereof. "Foreign Government Obligations" means securities denominated in a
foreign currency that are (1) direct obligations of a foreign government for the
payment of which its full faith and credit is pledged or (2) obligations of a
person controlled or supervised by and acting as an agency or instrumentality of
a foreign government the payment of which is unconditionally guaranteed as a
full faith and credit obligation by such foreign government, that, in either
case, under clauses (1) or (2) are not callable or redeemable at the option of
the issuer thereof.
The applicable Prospectus Supplement will state whether any defeasance
provisions of the applicable Indenture will apply to the Debt Securities offered
thereby.
MODIFICATION AND WAIVER
Certain modifications and amendments of each of the Indentures may be made
by the Corporation and the applicable Trustee only with the consent of the
holders of not less than a majority in aggregate principal amount of the
outstanding Debt Securities of each series issued under such Indenture and
affected by the modification or amendment, provided that no such modification or
amendment may, without the consent of the holder of each outstanding Debt
Security issued under such Indenture and affected thereby: (1) change the Stated
Maturity of the principal of, or any installment of principal of or interest on,
any such Debt Security; (2) reduce the principal amount of, or the premium, if
any, or the interest, if any, on, any such Debt Security (including in the case
of an Original Issue Discount Security the amount payable upon acceleration of
the maturity thereof); (3) change the place of payment where, or the coin or
currency or currency unit in which, any principal of, or premium, if any, or
interest on, any such Debt Security is payable; (4) impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption Date
(as defined in the applicable Indenture)); (5) reduce the above-stated
percentage of outstanding Debt Securities of any series the consent of the
holders of which is necessary to modify or amend the applicable Indenture; or
(6) modify the foregoing requirements or reduce the percentage of aggregate
principal amount of outstanding Debt Securities of any series required to be
held by holders seeking to waive compliance with certain provisions of the
applicable Indenture or seeking to waive certain defaults.
The holders of not less than a majority in aggregate principal amount of
the outstanding Debt Securities of any series may on behalf of the holders of
all Debt Securities of that series waive, insofar as that series is concerned,
compli ance by the Corporation with certain restrictive provisions of the
applicable Indenture. The holders of not less than a majority in aggregate
principal amount of the outstanding Debt Securities of any series may on behalf
of the holders of all Debt Securities of that series waive any past default
under the applicable Indenture with respect to that series, except a default in
the payment of the principal of, or premium, if any, or interest on, any Debt
Security of that series
-14-
<PAGE>
or in respect of a covenant or provision that under the applicable Indenture
cannot be modified or amended without the consent of the holder of each
outstanding Debt Security issued thereunder of the series affected.
Certain modifications and amendments of each of the Indentures may be made
by the Corporation and the applicable Trustee without the consent of holders of
the outstanding Debt Securities issued under such Indenture.
Each Indenture provides that in determining whether the holders of the
requisite principal amount of the outstanding Debt Securities issued under such
Indenture have given any request, demand, authorization, direction, notice,
consent or waiver thereunder or are present at a meeting of holders of Debt
Securities for quorum purposes, (1) the principal amount of an Original Issue
Discount Security that will be deemed to be outstanding will be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the maturity thereof, and (2) the principal
amount of a Debt Security denominated in a foreign currency or currency unit
will be the U.S. dollar equivalent, determined on the date of original issuance
of such Debt Security, of the principal amount of such Debt Security or, in the
case of an Original Issue Discount Security, the U.S. dollar equivalent,
determined on the date of original issuance of such Debt Security, of the amount
determined as provided in (1) above.
TITLE
The Corporation, the applicable Trustee and any agent of the Corporation or
the applicable Trustee may treat the registered owner of any Debt Security as
the absolute owner thereof (whether or not such Debt Security is overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes. See "GLOBAL SECURITIES" below.
REPLACEMENT OF DEBT SECURITIES
Any mutilated Debt Security will be replaced by the Corporation at the
expense of the holder upon surrender of such Debt Security to the applicable
Trustee. Debt Securities that are destroyed, lost or stolen will be replaced by
the Corporation at the expense of the holder upon delivery to the applicable
Trustee of evidence of the destruction, loss or theft thereof satisfactory to
the Corporation and the applicable Trustee. In the case of a destroyed, lost or
stolen Debt Security, an indemnity satisfactory to the applicable Trustee and
the Corporation may be required at the expense of the holder of such Debt
Security before a replacement Debt Security will be issued.
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the laws of the State of New York.
CONCERNING THE TRUSTEES
The Senior Trustee and Subordinated Trustee each will be named in the
applicable Prospectus Supplement.
Any Trustee may resign or be removed with respect to one or more series of
Debt Securities and a successor Trustee may be appointed to act with respect to
such series. If two or more persons are acting as Trustee with respect to
different series of Debt Securities, each such Trustee will be a Trustee of a
trust under the related Indenture separate and apart from the trust administered
by any other such Trustee, and any action described herein to be taken by the
"Trustee" may then be taken by each such Trustee with respect to, and only with
respect to, the one or more series of Debt Securities for which it is Trustee.
In the ordinary course of business, the Corporation and its subsidiaries
may conduct banking transactions with a Trustee, and such Trustee and its
affiliates may conduct banking transactions with the Corporation and its
subsidiaries.
GLOBAL SECURITIES
Unless otherwise specified in the applicable Prospectus Supplement, the
Debt Securities will be issued in the form of one or more global certificates
(collectively, with respect to each series or issue of Securities, the "Global
Security") registered in the name of a depositary or a nominee of a depositary.
Unless otherwise specified in the applicable Prospectus Supplement, the
depositary will be The Depository Trust Company ("DTC"). The Corporation has
been informed by DTC that its nominee will be Cede & Co. ("Cede"). Accordingly,
Cede is expected to be the initial registered holder of all Debt Securities that
are issued in global form. No person that acquires a beneficial interest in such
Debt Securities will be entitled to receive a certificate representing such
person's interest in the Debt Securities
-15-
<PAGE>
except as set forth herein or in the applicable Prospectus Supplement. Unless
and until definitive Debt Securities are issued under the limited circumstances
described below, all references to actions by holders of Debt Securities issued
in global form shall refer to actions taken by DTC upon instructions from its
Participants (as defined below), and all references herein to payments and
notices to holders shall refer to payments and notices to DTC or Cede, as the
registered holder of such Debt Securities.
DTC has informed the Corporation that it is a limited purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, that it is a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to Section 17A of
the Exchange Act, and that it was created to hold securities for its
participating organizations ("Participants") and to facilitate the clearance and
settlement of securities transactions among Participants through electronic
book-entry, thereby eliminating the need for physical movement of certificates.
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations, and may include certain other organizations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Persons that are not Participants or Indirect Participants but desire to
purchase, sell or otherwise transfer ownership of, or other interests in Debt
Securities may do so only through Participants and Indirect Participants. Under
a book-entry format, holders may experience some delay in their receipt of
payments, as such payments will be forwarded by the agent designated by the
Corporation to Cede, as nominee for DTC. DTC will forward such payments to its
Participants, which thereafter will forward them to Indirect Participants or
holders. Holders will not be recognized by the Corporation or by the applicable
registrar, transfer agent, Trustee or Depositary, or their agents, as registered
holders of the Debt Securities entitled to the benefits of the applicable
Indenture. Beneficial owners that are not Participants will be permitted to
exercise their rights as such only indirectly through and subject to the
procedures of Participants and, if applicable, Indirect Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations as currently in effect (the "Rules"), DTC will be required to
make book-entry transfers of Debt Securities among Participants and to receive
and transmit payments to Participants. Participants and Indirect Participants
with which beneficial owners of Debt Securities have accounts with respect to
the Debt Securities similarly are required by the Rules to make book-entry
transfers and receive and transmit such payments on behalf of their respective
account holders.
Because DTC can act only on behalf of Participants, who in turn act only on
behalf of Participants or Indirect Participants, and on behalf of certain banks,
trust companies and other persons approved by it, the ability of a beneficial
owner of Debt Securities issued in global form to pledge such Debt Securities to
persons or entities that do not participate in the DTC system, or to otherwise
act with respect to such Debt Securities, may be limited due to the
unavailability of physical certificates for such Debt Securities.
DTC has advised the Corporation that DTC will take any action permitted to
be taken by a registered holder of any Debt Securities under the applicable
Indenture only at the direction of one or more Participants to whose accounts
with DTC such Debt Securities are credited.
Unless otherwise specified in the applicable Prospectus Supplement, a
Global Security will be exchangeable for the relevant definitive Debt Securities
registered in the names of persons other than DTC or its nominee only if (1) DTC
notifies the Corporation that it is unwilling or unable to continue as
depository for such Global Security or if at any time DTC ceases to be a
clearing agency registered under the Exchange Act at a time when DTC is required
to be so registered in order to act as such depository, (2) the Corporation
determines that such Global Security shall be so exchangeable or (3) there has
occurred and is continuing an Event of Default or an event that, with the giving
of notice or lapse of time, or both, would constitute an Event of Default with
respect to such Debt Securities. Any Global Security that is exchangeable
pursuant to the preceding sentence will be exchangeable for Debt Securities
registered in such names as DTC directs.
Upon the occurrence of any event described in the immediately preceding
paragraph, DTC is generally required to notify all Participants of the
availability through DTC of definitive Debt Securities. Upon surrender by DTC of
the Global Security representing the Securities and delivery of instructions for
re-registration, the registrar, transfer agent, Trustee or Depositary, as the
case may be, will reissue the Debt Securities as definitive Debt Securities, and
thereafter such persons will recognize the holders of such definitive Debt
Securities as registered holders of Debt Securities entitled to the benefits of
the applicable Indenture.
-16-
<PAGE>
Except as described above, a Global Security may not be transferred except
as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or to a successor depositary appointed by the Corporation. Except
as described above, DTC may not sell, assign, transfer or otherwise convey any
beneficial interest in a Global Security evidencing all or part of any Debt
Securities unless such beneficial interest is in an amount equal to an
authorized denomination for such Debt Securities.
PLAN OF DISTRIBUTION
The Corporation may sell Debt Securities to or through underwriters to be
designated from time to time, and also may sell Debt Securities directly to
other purchasers or through agents. The distribution of Debt Securities may be
effected from time to time in one or more transactions at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices.
The Debt Securities will be new issues of securities with no established
trading market. It has not presently been established whether the underwriters,
if any, of such Debt Securities will make a market in such Debt Securities. If a
market in such Debt Securities is made by any such underwriters, such market
making may be discontinued at any time without notice. No assurance can be given
as to the liquidity of the trading market for such Debt Securities.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Corporation or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Corporation and any profit on
the resale of Debt Securities by them may be deemed underwriting discounts and
commissions, under the Securities Act. Any such underwriter or agent will be
identified, and any such compensation received from the Corporation will be
described, in the applicable Prospectus Supplement.
Unless otherwise indicated in the applicable Prospectus Supplement, the
obligations of any such underwriters to purchase Debt Securities will be subject
to certain conditions precedent, and each of the underwriters with respect to a
sale of Debt Securities will be obligated to purchase all of its Debt Securities
if any are purchased. Unless otherwise indicated in the applicable Prospectus
Supplement, any such agent involved in the offer and sale of the Debt Securities
in respect of which this Prospectus is being delivered will be acting on a "best
efforts" basis for the period of its appointment.
Under agreements that may be entered into by the Corporation, underwriters,
agents and their controlling persons who participate in the distribution of Debt
Securities may be entitled to indemnification by the Corporation against certain
liabilities, including liabilities under the Securities Act.
If so indicated in the applicable Prospectus Supplement, the Corporation
will authorize dealers or other persons acting as the Corporation's agents to
solicit offers by certain institutions to purchase any Debt Securities from the
Corporation pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Corporation. The obligations of any
purchaser under any such contract will be subject to the condition that the
purchase of any Debt Securities will not at the time of delivery be prohibited
under the laws of the jurisdiction to which such pur chaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
If the Corporation offers and sells Debt Securities directly to a purchaser
or purchasers in respect of which this Prospectus is delivered, purchasers
involved in the reoffer or resale of such Debt Securities, if such purchasers in
respect thereof may be deemed to be underwriters as that term is defined in the
Securities Act, will be named and the terms of such reoffers or resales will be
set forth in the applicable Prospectus Supplement. Such purchasers may then
reoffer and resell such Debt Securities to the public or otherwise at varying
prices to be determined by such purchasers at the time of resale or as otherwise
described in the applicable Prospectus Supplement. Purchasers of Debt Securities
directly from the Corporation may be entitled under agreements that they may
enter into with the Corporation to indemnification by the Corporation against
certain liabilities, including liabilities under the Securities Act, and may
engage in transactions with or perform services for the Corporation in the
ordinary course of their business or otherwise.
-17-
<PAGE>
Underwriters or agents and their associates may be customers of (including
borrowers from), engage in trans actions with, and/or perform services for, the
Corporation and its subsidiaries, or either Trustee, in the ordinary course of
business.
VALIDITY OF THE DEBT SECURITIES
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of any Debt Securities offered hereby will be passed upon for the
Corporation by its counsel, Sullivan & Cromwell, New York, New York.
EXPERTS
The consolidated financial statements of the Corporation for the year ended
December 31, 1997 included and incorporated by reference in the Form 10-K and
Form 10-K/A and incorporated herein by reference have been audited by KPMG Peat
Marwick LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
-18-
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
SEC registration fee....................................... $ 88,500
Trustees' fees and expenses...............................
Printing and engraving fees...............................
Legal fees and expenses...................................
Blue Sky fees and expenses................................
Accounting fees and expenses..............................
Transfer agent and registrar fees and expenses............
Rating agency fees........................................
Miscellaneous............................................. _______
Total.................................................. $
=======
- ----------------
* Estimated
ITEM 15. Indemnification of Directors and Officers.
Under the Delaware General Corporation Law ("DGCL"), a corporation is
permitted to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including employee benefit plans), against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. However,
indemnity may not be granted in respect of a claim, issue or matter as to which
a person has been adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which the action
or suit was brought has determined upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
Court of Chancery or such other court deems proper. Expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding if the corporation receives an undertaking by or on behalf of the
director or officer to repay such advances if it is ultimately determined that
the director or officer is not entitled to indemnification for such expenses.
Expenses may be advanced to any former officer or director or to any other
employee or agent of the corporation on such terms and conditions as the
corporation deems appropriate.
If a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described in the preceding paragraph, or in defense of any claim,
issue or matter therein, the corporation is required to indemnify such person
against expenses (including attorney's fees) actually and reasonably incurred by
such person in connection therewith.
The Registrant's Amended and Restated Certificate of Incorporation provides
for indemnification and exculpation of the directors and officers of the
Registrant to the extent permitted under the DGCL as described above.
The Registrant maintains a full directors' and officers' liability policy
to cover the Registrant and its directors and officers for amounts, subject to
policy limits, that the Registrant may be required to pay by way of
indemnification to its directors or officers under its charter or by-laws or
otherwise and for the protection of individual directors and officers from
losses and liabilities for which they may not be indemnified by the Registrant.
The forms of Underwriting Agreement included as Exhibits 1(a) and 1(b)
hereto provide for indemnification of directors, certain officers and
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
II-1
<PAGE>
ITEM 16. Exhibits.
EXHIBIT
NO. EXHIBIT
- ------- -------
1 Form of Underwriting Agreement.*
3(i) Amended and Restated Certificate of Incorporation, incorporated by
reference to the Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, filed with the Commission on May 15,
1998 (File No. 001-13094).
3(ii) By-Laws, incorporated by reference to Exhibit 3 to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
filed with the Commission on August 14, 1997 (File No. 001- 13094).
4(a) Form of Senior Indenture.*
4(b) Form of Senior Debt Security (filed by reference to Article Two of
Exhibit 4(a)).*
4(c) Form of Subordinated Indenture.*
4(d) Form of Subordinated Debt Security (filed by reference to Article
Two of Exhibit 4(c)).*
5 Opinion of Sullivan & Cromwell regarding the validity of the Debt
Securities.*
12 Statement regarding computation of ratios of earnings to fixed
charges.*
15 Letter regarding unaudited interim financial information.*
23(a) Consent of Sullivan & Cromwell (filed by reference to Exhibit 5).*
23(b) Consent of KPMG Peat Marwick LLP.
24 Powers of Attorney.
- -----------------
* To be filed by amendment.
ITEM 17. Undertakings.
(a) The undersigned 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 of 1933;
(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) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
II-2
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement 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
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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee in respect of the
Senior Indenture and the Subordinated Indenture to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
II-3
<PAGE>
SIGNATURES
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-3 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 June 30, 1998.
DIME BANCORP, INC.
By /s/ Lawrence J. Toal
---------------------------------------
(Lawrence J. Toal)
(Chairman of the Board, President and
Chief Executive Officer and a Director)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated all as of June 30, 1998.
SIGNATURE TITLE
--------- ------
/s/ Lawrence J. Toal Chairman of the Board, President and Chief
- ------------------------- Executive Officer and a Director (Principal
(LAWRENCE J. TOAL) Executive Officer)
/s/Anthony R. Burriesci Chief Financial Officer (Principal Financial
- ------------------------- Officer)
(ANTHONY R. BURRIESCI)
/s/John F. Kennedy Controller (Principal Accounting Officer)
- -------------------------
(JOHN F. KENNEDY)
* A Director
- -------------------------
(DERRICK D. CEPHAS)
* A Director
- -------------------------
(FREDERICK C. CHEN)
* A Director
- -------------------------
(J. BARCLAY COLLINS II)
* A Director
- -------------------------
(RICHARD W. DALRYMPLE)
* A Director
- -------------------------
(JAMES F. FULTON)
* A Director
- -------------------------
(VIRGINIA M. KOPP)
II-4
<PAGE>
SIGNATURE TITLE
--------- ------
* A Director
- --------------------------
(JAMES M. LARGE, JR.)
* A Director
- --------------------------
(JOHN MORNING)
* A Director
- --------------------------
(MARGARET OSMER-MCQUADE)
A Director
- --------------------------
(SALLY HERNANDEZ-PINERO)
* A Director
- --------------------------
(DR. PAUL A. QUALBEN)
* A Director
- --------------------------
(EUGENE G. SCHULZ, JR.)
* A Director
- --------------------------
(HOWARD SMITH)
* A Director
- --------------------------
(DR. NORMAN R. SMITH)
* A Director
- --------------------------
(IRA T. WENDER)
*By LAWRENCE J. TOAL
Attorney-in-Fact
/s/ Lawrence J. Toal
--------------------------
(LAWRENCE J. TOAL)
ATTORNEY-IN-FACT
II-5
[KPMG Peat Marwick LL Letterhead]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Dime Bancorp, Inc.:
We consent to the use of our report dated January 19, 1998, incorporated by
reference in the Registration Statement on Form S-3 of Dime Bancorp, Inc.,
relating to our audit of the consolidated statements of financial condition of
Dime Bancorp, Inc. and subsidiaries as of December 31, 1997 and 1996, 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,
1997, and to the reference to our Firm under the heading "Experts" in the
Registration Statement.
/s/ KPMG Peat Marwick LLP
New York, New York
June 29, 1998
POWER OF ATTORNEY
The undersigned hereby appoints James E. Kelly as his true and lawful
attorney-in-fact and agent, for him and in his name, place and stead, in any and
all capacities, to execute a Registration Statement on Form S-3 relating to the
shelf registration of debt securities (the "Registration Statement") of Dime
Bancorp, Inc., and any and all amendments to such Registration Statement and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection with such
Registration Statement, as fully to all intents and purposes as he might or
could do in person, and does hereby ratify and confirm all that such
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board,
Chief Executive Officer,
/s/Lawrence J. Toal President and Director June 26, 1998
- --------------------------- -------------
Lawrence J. Toal
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Derrick D. Cephas Director June 26, 1998
- --------------------------- -------------
Derrick D. Cephas
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Frederick C. Chen Director June 26, 1998
- --------------------------- -------------
Frederick C. Chen
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/J. Barclay Collins II Director June 26, 1998
- --------------------------- -------------
Barclay Collins II
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Richard W. Dalrymple Director June 26, 1998
- --------------------------- -------------
Richard W. Dalrymple
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/James F. Fulton Director June 26, 1998
- --------------------------- -------------
James F. Fulton
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Virginia M. Kopp Director June 26, 1998
- --------------------------- -------------
Virginia M. Kopp
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/James M. Large, Jr. Director June 26, 1998
- --------------------------- -------------
James M. Large, Jr.
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/John Morning Director June 26, 1998
- --------------------------- -------------
John Morning
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Margaret Osmer-McQuade Director June 26, 1998
- --------------------------- -------------
Margaret Osmer-McQuade
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Dr. Paul A. Qualben Director June 26, 1998
- --------------------------- -------------
Dr. Paul A. Qualben
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Eugene G. Schulz, Jr. Director June 27, 1998
- --------------------------- -------------
Eugene G. Schulz, Jr.
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Howard Smith Director June 26, 1998
- --------------------------- -------------
Howard Smith
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Dr. Norman R. Smith Director June 26, 1998
- --------------------------- -------------
Dr. Norman R. Smith
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Lawrence J. Toal and
James E. Kelly, or either of them acting alone, each with the full power of
substitution and resubstitution, as his true and lawful attorney-in-fact and
agent, for him and in his name, place and stead, in any and all capacities, to
execute a Registration Statement on Form S-3 relating to the shelf registration
of debt securities (the "Registration Statement") of Dime Bancorp, Inc., and any
and all amendments to such Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement, as fully to all intents and purposes as he might or could do in
person, and does hereby ratify and confirm all that such attorney-in-fact and
agent, or their respective substitute or resubstitutes, may lawfully do or cause
to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Ira T. Wender Director June 26, 1998
- --------------------------- -------------
Ira T. Wender
