<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
Dime Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
<PAGE> 2
[DIME LOGO]
DIME BANCORP, INC.
589 FIFTH AVENUE
NEW YORK, NEW YORK 10017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 1999
The Annual Meeting of Stockholders of Dime Bancorp, Inc. will be held in
the Trianon Ballroom of the New York Hilton & Towers, located at 1335 Avenue of
the Americas, New York, New York, on Thursday, April 29, 1999 at 10:00 a.m. for
the following purposes:
1. To elect six directors;
2. To approve an amendment to the Dime Bancorp, Inc. 1993 Employee Stock
Purchase Plan; and
3. To ratify the appointment of KPMG LLP as independent public accountants
of Dime Bancorp for the 1999 fiscal year;
all as set forth in the proxy statement accompanying this Notice, and to
transact such other business as may properly come before the annual meeting and
any adjournments. The Board of Directors has fixed the close of business on
March 5, 1999 as the record date for the determination of stockholders who are
entitled to notice of, and to vote at, the annual meeting. A complete list of
the stockholders entitled to vote at the annual meeting shall be open to
inspection by any stockholder, for any lawful purpose germane to such meeting,
at any time during usual business hours for a period of ten days prior to such
meeting at the offices of Dime Bancorp located at 589 Fifth Avenue, Second
Floor, Investor Relations Department, New York, New York 10017 (telephone
212-326-6170).
A copy of Dime Bancorp's Annual Report on Form 10-K for the year ended
December 31, 1998 is enclosed.
By order of the Board of Directors,
/s/ Gene C. Brooks
Gene C. Brooks
Secretary
New York, New York
March 31, 1999
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WE
ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED AND VOTED
AT THE MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS CAN VOTE BY WRITTEN
PROXY CARD. ALL STOCKHOLDERS OF RECORD AND MANY "STREET NAME" STOCKHOLDERS ALSO
CAN VOTE VIA TOUCHTONE TELEPHONE, OR VIA THE INTERNET USING THE INSTRUCTIONS ON
YOUR PROXY CARD. AND, OF COURSE, YOU MAY VOTE IN PERSON AT THE MEETING IF YOU SO
CHOOSE.
<PAGE> 3
[DIME LOGO]
DIME BANCORP, INC.
589 FIFTH AVENUE
NEW YORK, NEW YORK 10017
-------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 1999
------------------------
This proxy statement and the accompanying proxy card are being mailed to
stockholders of Dime Bancorp, Inc. commencing on or about March 31, 1999 in
connection with the solicitation by Dime Bancorp's Board of Directors of proxies
to be used at the annual meeting of stockholders to be held in the Trianon
Ballroom of the New York Hilton & Towers, located at 1335 Avenue of the
Americas, New York, New York, at 10:00 a.m. on April 29, 1999.
All proxies properly submitted by telephone or via the Internet and all
properly executed written proxies that are delivered pursuant to this proxy
statement will be voted on all matters that properly come before the annual
meeting for a vote. If your proxy specifies instructions with respect to the
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified, your shares will be voted (a)
FOR the election of the directors named in Proposal 1, (b) FOR Proposal 2
(approval of an amendment to the Dime Bancorp, Inc. 1993 Employee Stock Purchase
Plan), (c) FOR Proposal 3 (ratification of independent public accountants), and
(d) in the discretion of the proxy holders, as to any other matters that may
properly come before the annual meeting. Your proxy may be revoked at any time
prior to being voted by: (i) filing with the Secretary of Dime Bancorp (Gene C.
Brooks, at 589 Fifth Avenue, New York, New York 10017) written notice of such
revocation, (ii) submitting a duly executed proxy bearing a later date, or (iii)
attending the annual meeting and giving the Secretary notice of your intention
to vote in person.
The telephone and Internet voting procedures are designed to authenticate
stockholders' identities, to allow stockholders to vote their shares and to
confirm that their instructions have been properly recorded. Specific
instructions to be followed by individuals holding registered shares or shares
held under certain Dime stock-based employee benefit plans who are interested in
voting via telephone or the Internet are set forth on the enclosed proxy card.
In many cases, "street name" stockholders may vote via telephone or the Internet
by following instructions provided by their broker or bank.
WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOU ARE ASKED TO VOTE
PROMPTLY USING THE TELEPHONE VOTING SYSTEM, ACCESSING THE WORLD WIDE WEB SITE
INDICATED ON YOUR PROXY CARD TO VOTE VIA THE INTERNET, OR BY SIGNING AND
RETURNING THE ACCOMPANYING PROXY CARD.
Shares can be voted at the annual meeting only if you are represented by
proxy or are present in person.
<PAGE> 4
VOTING STOCK AND VOTE REQUIRED
The Board of Directors has fixed the close of business on March 5, 1999 as
the record date for the determination of stockholders who are entitled to notice
of, and to vote at, the annual meeting. On the record date, there were
111,337,493 shares of Dime Bancorp common stock outstanding. Each stockholder of
record on the record date is entitled to one vote for each share held.
Information with respect to the beneficial ownership of common stock by the
directors and executive officers of Dime Bancorp and certain other persons is
set forth under the caption "Stock Ownership of Management and Certain
Beneficial Owners."
The Board of Directors has adopted a policy on confidential voting. The
policy provides that all proxies, ballots, and voting tabulations that identify
the vote of a particular stockholder be held in confidence by the independent
tabulators and inspectors of election (currently BankBoston, N.A.) and not
disclosed to any other person, including Dime Bancorp and its directors,
officers, and employees, except in certain limited circumstances, including: (i)
as necessary to meet legal requirements or to pursue or defend legal actions;
(ii) to allow the inspectors of election to certify the results of the vote;
(iii) when expressly authorized by a stockholder; (iv) in the event of a
contested proxy solicitation; or (v) if a bona fide dispute exists regarding the
authenticity of any proxy card or ballot or the accuracy of any tabulation of
votes. However, the policy permits disclosure of any comments or other
information written on any proxy card or ballot without reference to the vote of
the stockholder, except where such vote is included in, and necessary to an
understanding of, such written material.
Approval of the election of directors (Proposal 1), the amendment to the
Dime Bancorp, Inc. 1993 Employee Stock Purchase Plan (Proposal 2), and the
ratification of the appointment of Dime Bancorp's independent public accountants
(Proposal 3) requires the affirmative vote of a majority of the shares of common
stock present, in person or by proxy, at the annual meeting. Abstentions and
broker non-votes will be counted as being present at the annual meeting and will
have the same effect as votes against each of the proposals.
PROPOSAL 1:
ELECTION OF DIRECTORS
The Board of Directors currently consists of 17 members, each of whom also
serves as a director of The Dime Savings Bank of New York, FSB. (As used herein,
the term "Dime" refers, as appropriate, to Dime Bancorp, Dime Savings, and their
subsidiaries, collectively, to Dime Bancorp, individually, or to Dime Savings,
individually.) Dime Bancorp's Amended and Restated Certificate of Incorporation
provides that the Board of Directors must be divided into three classes as
nearly equal in number as possible. The class to which each director has been
assigned is designated as Class I, Class II, or Class III. The term of office of
the directors in Class II expires at the annual meeting, the term of office of
the directors in Class III expires at the annual meeting of stockholders
scheduled to be held in 2000, and the term of office of the directors in Class I
expires at the annual meeting of stockholders scheduled to be held in 2001. At
each annual meeting of stockholders, each of the successors of the directors
whose terms expire at the meeting will be elected to serve for a term of three
years expiring at the third annual meeting of stockholders following the annual
meeting of stockholders at which the successor director was elected.
Six directors will be elected at the annual meeting. All of the nominees
are currently serving as directors of Dime Bancorp. Each of the nominees has
been nominated for election to serve for a term of three years.
The persons named as proxies in the enclosed proxy card intend to vote for
the election of the persons listed below, unless the proxy card is marked to
indicate that such authorization is expressly withheld. Should any of the listed
persons withdraw or be unable to serve (which the Board of Directors does not
expect) or should any other vacancy occur in the Board of Directors, it is the
intention of the persons named in the enclosed proxy card to vote for the
election of such persons as may be recommended to the Board of Directors by the
Governance and Nominating Committee of the Board. If there are no substitute
nominees, the size of the Board of Directors may be reduced.
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<PAGE> 5
The following section sets forth the names, ages, and terms of, and
principal occupations and length of Board service for, the six persons nominated
for election as directors of Dime Bancorp at the annual meeting and each other
director of Dime Bancorp who will continue to serve as a director after the
annual meeting.(1)
NOMINEES FOR DIRECTOR:
DERRICK D. CEPHAS joined the Board in 1994. Mr. Cephas, 47, has been a partner
in the New York law firm of Cadwalader, Wickersham & Taft since 1994. Since
November 1996, Mr. Cephas has been a director of Merrill Lynch
International Bank, an Edge Act corporation and an indirect, wholly-owned
subsidiary of Merrill Lynch & Co., Inc. He has been a director of D.E. Shaw
& Co., which serves as the direct or indirect general partner or manager of
several privately-held securities and technology businesses (including
registered broker-dealers and registered commodity pool operators), since
February 1996. He was the New York State Superintendent of Banks from July
1991 to June 1994.
RICHARD W. DALRYMPLE joined the Board in 1990. Mr. Dalrymple, 55, has been the
President of Teamwork Management, Inc., an executive recruiting firm, since
its formation in 1997. Prior to the merger of Dime Bancorp and Anchor
Bancorp in January 1995, Mr. Dalrymple served as President, Chief Operating
Officer, and a director of Anchor Bancorp since its formation and as
President, Chief Operating Officer, and a director of Anchor Savings since
1990. Mr. Dalrymple has been a director of Waterhouse Investors Family of
Funds, Inc., a registered investment company, since 1996, a director of
National Investors Cash Management Fund, Inc., a registered investment
company, since 1997, a director of National Center for Disability Services
since 1983, and currently serves as its Chairman, a trustee of The Shannon
McCormack Foundation, Inc. since 1988, a trustee of the Kevin Scott
Dalrymple Foundation since 1993.
FRED B. KOONS joined the Board in January 1999. Mr. Koons, 54, has been Chief
Executive Officer, Mortgage Banking, of Dime Bancorp and Dime Savings since
December 1996. From July 1996 until he joined Dime, Mr. Koons was a
consultant to Dime regarding its mortgage banking strategy. From 1986 until
1995, Mr. Koons served as President, Chairman and Chief Executive Officer
of Chase Manhattan Mortgage Corporation, Chairman and Chief Executive
Officer of Chase Educational Finance Corp. and Executive Vice President of
Chase Manhattan Bank, N.A. (now Chase Bank).
MARGARET OSMER-MCQUADE joined the Board in 1980. Ms. Osmer-McQuade, 60, has
served as President of Qualitas International, an international consulting
firm, since 1993. She served as Vice President of the Council on Foreign
Relations from 1987, and as Director of Programs for the Council from 1979,
through 1993. Prior to 1979, she was a television producer and
correspondent for CBS News and ABC News. Ms. Osmer-McQuade has been a
trustee of Cornell University since 1986, an overseer of Cornell Medical
College since 1988, and Chairman of the Advisory Board of Cornell
University/New York Hospital Medical Center since 1995. She is also a
trustee of the New York City School Volunteer Program and the National
Helpers Network. She has served as a member of the Pace University Advisory
Council since 1984. She was a member of Lincoln Bank of Philadelphia from
1971 to 1973 and a consultant to American Express Company from 1979 to
1982.
HOWARD SMITH joined the Board in 1965. Mr. Smith, 68, has been President of
Virginia Dare Extract Co., Inc., Brooklyn, New York, a manufacturer of
flavors, since 1960. He is the Chairman of Lutheran Medical Center, a
Director of the Brooklyn Chamber of Commerce, a Trustee and a past
President of the Brooklyn Public Library, Chairman of the United Hospital
Fund of New York, and a Director, Treasurer and past President of The
Flavor and Extract Manufacturers' Association of the U.S.
- ---------------
(1) Periods of service as a member of the Board includes service as a member of
the Board of Directors of Anchor Bancorp, Inc. and/or the Board of Directors
of Anchor Savings Bank, FSB, and certain predecessor institutions, prior to
the formation of Anchor Bancorp in 1991, as well as service as a member of
the Board of Directors of Dime Savings prior to the formation of Dime
Bancorp in 1994.
3
<PAGE> 6
IRA T. WENDER joined the Board in 1992. Mr. Wender, 72, is the sole owner of Ira
T. Wender, P.C., which has provided services as of counsel since 1994 to,
and which held a partnership interest from 1988 through 1993 in, the law
firm of Patterson, Belknap, Webb & Tyler LLP. Mr. Wender was a director of
Perry Ellis International, Inc., a privately held corporation, from 1991 to
October 1994, and he also served as its Chairman of the Board between
January and September 1994 and its Vice Chairman from that date until
October 1994. From 1983 to 1986, he was Chairman of a private investment
company. Prior to that, Mr. Wender served for four years as President and
Chief Executive Officer of Warburg Paribas Becker, Inc., an investment
company. He is a director of REFAC Technology, Inc., United Investors
Realty Trust and Deotexis, Inc.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTOR.
CONTINUING DIRECTORS:
FREDERICK C. CHEN joined the Board in 1988. Mr. Chen, 71, is retired from Peat
Marwick Main & Co. (now KPMG LLP), a firm of certified public accountants,
where he was a senior banking partner from 1966 to 1987. He is a trustee of
Republic Funds (formerly FundTrust), an investment company. Mr. Chen's term
expires in 2001.
J. BARCLAY COLLINS II joined the Board in 1993. Mr. Collins, 54, has served as
Executive Vice President and General Counsel of Amerada Hess Corporation
since 1990 and as a director since 1986. Mr. Collins joined Amerada Hess in
1984 as Vice President and General Counsel. He is also a director of the
United Hospital Fund of New York and the Treasurer of The Brooklyn Hospital
Center. Mr. Collins' term expires in 2000.
JAMES F. FULTON joined the Board in 1981. Mr. Fulton, 68, has been President of
Fulton + Partners, Inc. (planning and design consultants) since 1966 and
Chairman of the Board of Pratt Institute (an educational institution) since
1992. Mr. Fulton has also been Chairman of The Design History Foundation
and the publisher of Places, a journal of environmental design, since 1989.
Mr. Fulton's term expires in 2000.
VIRGINIA M. KOPP joined the Board in 1981. Mrs. Kopp, 69, is active in community
affairs. From 1983 until her retirement in 1987, Ms. Kopp was co-owner and
operator of a retail business. Prior to that time, she was associated with
retailer and merchandiser Alvin Elitzer, Inc. from 1973 to 1983. Mrs.
Kopp's term expires in 2000.
JAMES M. LARGE, JR. joined the Board in 1989. Mr. Large, 66, has been Chairman
Emeritus of Dime Bancorp since April 1998. Prior to that date, Mr. Large
served as Chairman of the Board of Dime Bancorp since January 1995 and as
the Chief Executive Officer of Dime Bancorp and the Chairman of the Board
and Chief Executive Officer of Dime Savings from January 1995 until his
retirement at the end of 1996. Prior to the merger of Dime Bancorp and
Anchor Bancorp, Mr. Large was Chairman of the Board and Chief Executive
Officer of Anchor Bancorp since its formation and Chairman of the Board and
Chief Executive Officer of Anchor Savings since April 1989. Mr. Large's
term expires in 2001.
JOHN MORNING joined the Board in 1979. Mr. Morning, 67, has been President of
John Morning Design, Inc. (a graphic design firm) since 1960. He is a
director of the Charles E. Culpeper Foundation and a director and former
Chairman of Henry Street Settlement. He is a trustee of the City University
of New York and serves as Vice Chairman of the New York City Advisory
Commission for Cultural Affairs and as Vice Chair of the Association of
Governing Boards of Universities and Colleges. He is also a director of the
Brooklyn Academy of Music, Lincoln Center Theater, and the New York
Landmarks Conservancy. Mr. Morning's term expires in 2001.
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<PAGE> 7
SALLY HERNANDEZ-PINERO joined the Board in 1994. Ms. Hernandez-Pinero, 45, has
served as a managing director of the Fannie Mae American Communities Fund
since July 1998. From October 1994 until she assumed her current position,
Ms. Pinero was of counsel to the law firm of Kalkines, Arky, Zall &
Bernstein. She is a director of Consolidated Edison Company of New York,
Inc. (a public utility), Accuhealth, Inc. (a health care firm), and
National Income Realty Trust. She was the Chairwoman of the New York City
Housing Authority from February 1992 until January 1994. Ms. Hernandez-
Pinero's term expires in 2000.
DR. PAUL A. QUALBEN joined the Board in 1965. Dr. Qualben, 74, is a physician in
Brooklyn, New York and serves as a psychiatric consultant to Evangelical
Lutheran Church in America, the Norwegian Christian Home and Health Center,
the Eger Health Care Center of Staten Island, and Wagner College. He is the
former Director of Psychiatry at Lutheran Medical Center. Dr. Qualben's
term expires in 2001.
EUGENE G. SCHULZ, JR. joined the Board in 1959. Mr. Schulz, 68, served as Vice
Chairman and General Counsel of Anchor Savings prior to his retirement in
1989. Mr. Schulz joined Anchor Savings as a result of the merger of Anchor
Savings with North New York Savings Bank in 1977, where he had been Chief
Executive Officer and Chairman of the Board. Mr. Schulz's term expires in
2001.
DR. NORMAN R. SMITH joined the Board in 1993. Dr. Smith, 52, has served as
President of Wagner College, Staten Island, New York since 1988. Dr. Smith
came to Wagner College from Harvard University where he served as assistant
dean of the Harvard Graduate School of Education and of the John F. Kennedy
School of Government. Dr. Smith's term expires in 2001.
LAWRENCE J. TOAL joined the Board in 1991. Mr. Toal, 61, became the Chairman of
the Board of Dime Bancorp in April 1998 and the Chief Executive Officer of
Dime Bancorp and the Chairman of the Board and Chief Executive Officer of
Dime Savings in January 1997. He has been the President and Chief Operating
Officer of Dime Bancorp since its formation and the President and Chief
Operating Officer of Dime Savings since 1991. Mr. Toal has been a director
of Waterhouse Investors Cash Management Fund, Inc., a registered investment
company, since December 1995. Mr. Toal's term expires in 2000.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1998, the Board of Directors held a total of 12 meetings. Each of
the directors during 1998 attended at least 75% of the aggregate number of
meetings of the Board of Directors and meetings of committees thereof on which
he or she served during the period of his or her service. In addition to other
committees, as of January 31, 1999, Dime had a Compensation Committee, an Audit
Committee, and a Governance and Nominating Committee.
The members of the Dime Compensation Committee as of January 31, 1999 were
Ira T. Wender (Chairman), Derrick D. Cephas, J. Barclay Collins II, Margaret
Osmer-McQuade, Dr. Paul A. Qualben, Howard Smith and Dr. Norman R. Smith, all of
whom are outside directors (generally, directors who are not Dime employees).
The principal functions of the Compensation Committee include (a) establishing
and reviewing a framework for the compensation of Dime's executive officers, (b)
approving awards under Dime Bancorp's stock incentive plans to officers and
employees, (c) reviewing management's recommendations on employee compensation
and benefits, (d) reviewing all on-going matters with respect to the
compensation of the Board of Directors, (e) jointly with the Governance and
Nominating Committee, succession planning, and (f) reporting and making
recommendations to the Board of Directors as to such matters. During 1998, the
Compensation Committee held a total of eight meetings.
The members of the Dime Audit Committee as of January 31, 1999 were
Frederick C. Chen (Chairman), James F. Fulton, Virginia M. Kopp, Sally
Hernandez-Pinero, Eugene G. Schulz, Jr., and Dr. Norman R. Smith, all of whom
are outside directors. The principal functions of the Dime Audit
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<PAGE> 8
Committee include the review of (a) the records and affairs of Dime to determine
its financial condition, (b) Dime's internal audit function and the scope and
results of the annual independent audits of Dime by its outside auditors, (c)
Dime's internal controls and accounting systems and policies, (d) the basis for
certain reports to Dime's regulatory authorities regarding Dime's internal
controls and compliance with certain designated laws and regulations, and (e)
the reports of examination of Dime by bank regulatory authorities. During 1998,
the Dime Audit Committee held a total of six meetings.
The members of the Governance and Nominating Committee as of January 31,
1999 were Dr. Paul A. Qualben (Chairman), Derrick D. Cephas, J. Barclay Collins
II, John Morning, Margaret Osmer-McQuade, Eugene G. Schulz, Jr., and Ira T.
Wender, all of whom are outside directors. The principal functions of the
Governance and Nominating Committee include (a) considering and proposing
candidates for election to the Board of Directors, (b) making recommendations to
the Board of Directors to fill vacancies in Board membership, (c) jointly with
the Compensation Committee, succession planning, and (d) reviewing and making
recommendations to the Board of Directors on matters of corporate governance,
such as the operations of the Board of Directors and the membership and
structure of its committees. During 1998, the Governance and Nominating
Committee held a total of six meetings.
NOMINATIONS FOR DIRECTOR
The By-laws of Dime Bancorp provide that stockholders may make nominations
for election to the Board of Directors by submitting such nominations in writing
to the Secretary of Dime Bancorp, in the case of an election to be held at an
annual meeting of stockholders, not less than 60 nor more than 90 days in
advance of the anniversary of the date of the notice mailed to stockholders in
connection with the previous year's annual meeting and, in the case of an
election to be held at a special meeting of stockholders, not later than the
seventh day following the day on which notice of such meeting is first given to
stockholders. Each such submission must set forth (i) the name and address of
the stockholder who intends to make the nomination(s) and of the person(s) to be
nominated, (ii) a representation that the stockholder is a holder of record of
common stock entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person(s) specified, (iii) a statement
of the number of shares owned by such stockholder, beneficially and of record,
(iv) a description of all arrangements or understandings between such
stockholder and each nominee and any other person(s) (naming such person(s))
pursuant to which the nomination(s) is (are) to be made by the stockholder, (v)
such other information regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been
nominated or intended to be nominated by the Board of Directors, and (vi) the
written consent of each nominee to serve as a director of Dime Bancorp if
elected. No stockholder nominations for election to the Board of Directors were
submitted within this time period in connection with the annual meeting.
DIRECTOR COMPENSATION
During 1998, outside directors were paid an annual retainer fee of $30,000.
Outside directors were entitled to receive a fee of $1,000 for each Board or
committee meeting of Dime Savings or Dime Bancorp attended in 1998. However,
whenever concurrent or consecutive meetings were held by both Dime Bancorp and
Dime Savings, each director waived the fees with respect to one of those
entities. During 1998, the Chairperson of each of Dime's standing committees
received an annual fee of $3,000. (During 1999, outside directors will be
entitled to receive a fee of $1,500 for each Board meeting of Dime Savings or
Dime Bancorp attended in person, $1,200 for each committee meeting attended in
person and $1,000 for each Board or committee meeting attended by telephone
conference. Additionally, the Chairperson of each of Dime's standing committees
will receive an annual fee of $4,000.)
Outside directors may choose to defer all or a portion of their cash
compensation pursuant to a Deferred Compensation Plan. If an outside director
defers his or her compensation, it will be payable at a later date (generally
not less than three years after the year in which it would otherwise have been
payable and not later than the later of the calendar quarter in which the
director attains age 75 or the fourth
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<PAGE> 9
quarter after the termination of service of the director) and, at that time, may
be paid (pursuant to the director's election) in a lump sum, in installments, or
converted to an annuity form. Payments may also be made in the event of certain
changes in control or upon certain circumstances of financial hardship.
(Different payout rules apply with respect to the payment of amounts deferred
prior to August 1994.) During the period of the deferral, amounts deferred are
credited with earnings based upon the director's election from among several
different deemed investments, which currently include phantom units of Dime's
common stock.
In addition, Dime has maintained a Retainer Continuation Plan for its
outside directors since 1988. Under the Retainer Continuation Plan, a
participating outside director is entitled to receive an annual benefit, payable
for life commencing when the director ceases to serve on the Board of Directors,
equal to the basic annual retainer paid to outside directors for the last
calendar year in which he or she served on the Board of Directors. The amount of
this benefit will be adjusted actuarially if a payment option other than a
single-life annuity is chosen, and if the director's death were to occur before
benefit payments have begun, his or her beneficiary will be paid a benefit that
is the actuarial equivalent of the benefit that would have been payable to the
director. The total benefit to be payable to a director under the Retainer
Continuation Plan will not be less, in the aggregate, than the present value of
the director's benefit based on the amount accrued as of January 1, 1997 as
described below. This plan was amended in 1996 and, as a result, is no longer
open to new directors. The only current outside director participating in the
Retainer Continuation Plan is Mrs. Kopp.
Each of the other then current outside directors, who elected, pursuant to
the 1996 amendment, to have a lump sum amount that was determined to reflect the
present value of their benefit under that plan accrued as of January 1, 1997, as
well as a 3.5% inflation factor, credited to, and payable as a fully vested
benefit under, the director Deferred Compensation Plan, will no longer receive
any benefits under the Retainer Continuation Plan. The amount credited to the
Deferred Compensation Plan for the outside director was required to be deemed
invested in phantom units of Dime's common stock until the earlier of the
director's attaining age 73 or the second anniversary of the transfer. For
purposes of the initial deemed investment in phantom stock, the value of the
stock was based on the average closing price of Dime's common stock during each
trading day in the 12-month period preceding the date of the initial phantom
stock investment. A similar average value based on closing prices of Dime's
common stock during the preceding 12-month period will apply when determining
the value of the phantom stock the first time a director directs that the
amounts that were credited as a result of this transfer from the Retainer
Continuation Plan are no longer to be deemed invested in phantom stock. A
special valuation will also apply in the event of a change in control of Dime.
Payment of the credited amounts (and earnings thereon) can be made in a lump
sum, in installments, or in the form of an annuity and will commence at the end
of the quarter following the director's termination of service, unless the
director elects a different commencement date. However, the benefit commencement
date could not be any earlier than the first date that the director was
otherwise permitted to direct the deemed investment of the transferred amount
out of phantom stock.
Under the Dime Bancorp, Inc. 1997 Stock Incentive Plan for Outside
Directors, awards of options to purchase shares of Dime's common stock, stock
appreciation rights, rights to purchase shares of restricted stock, or deferred
stock may be made to outside directors of the Board of Directors of Dime or an
eligible subsidiary of Dime. As of January 31, 1999, there are 15 outside
directors of Dime Bancorp eligible to participate in this plan. During 1998, the
outside directors were each awarded the right to purchase 1,000 shares of
restricted stock at a price of $.01 per share under this plan.
During 1998, in connection with his services as non-executive Chairman of
the Board through April, Mr. Large received compensation (inclusive of the
outside director annual retainer and meeting fees) at an annual rate of
$150,000. Thereafter, as Chairman Emeritus of Dime Bancorp, Mr. Large received a
retainer fee and meeting fees under the same terms as other outside directors
plus a consulting fee of $8,334 per month. This consulting arrangement is
reviewed periodically and may be adjusted as warranted in light of the time
commitment required of Mr. Large in connection with the performance of the
requested duties. Mr. Large's consulting services as Chairman Emeritus include
significant time related to
7
<PAGE> 10
the conduct of Dime's "goodwill" litigation against the federal government
(which relates generally to certain acquisitions made by Anchor), as well as
such other tasks as may reasonably be requested from time to time by the Chief
Executive Officer of Dime Bancorp.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During 1998, the primary responsibility for determining the compensation of
Dime's executive officers was held by the Compensation Committee, subject to
review and appropriate approval by the Board of Directors.
Principles. For 1998, the Compensation Committee's guiding principles for
its compensation program reflect the same objectives as had been set in prior
years: (1) to enable Dime to recruit and retain the highest quality executive
talent available to it; and (2) to motivate Dime's executives to achieve and
sustain a superior level of corporate performance, since consistently superior
performance will result in superior returns to stockholders. Recruitment and
retention objectives are addressed by providing total compensation opportunities
that are competitive relative to the market with which Dime competes for talent.
In that regard, Dime recognizes that its own growth in recent years, as well as
the enormous changes taking place within the banking industry, and the
increasing competition from other segments of the financial services industry,
have significantly broadened the range of institutions with which it can -- and
must -- compete for talent. In particular, the acquisition of North American
Mortgage Company in October 1997 which more than doubled the number of Dime
employees and gave it a nationwide presence as one of the country's largest
mortgage loan originators, significantly increased the complexity of Dime's
business and the nature of the management challenges facing it. Thus, the
Compensation Committee believes that an important component of its guiding
principles must also be frequent monitoring of competitive practices and an
openness to adapting Dime's compensation practices to meet changing conditions
within the broad financial services industry.
While operating within a competitive framework, the Compensation Committee
pursues its motivational objectives by giving greater emphasis to those
components of the total compensation package that reward performance, in order
to reinforce the linkage of rewards with the achievement of business results
and, ultimately, with the financial interests of stockholders. Thus, while the
principal components of compensation (base salary, annual incentive and
long-term incentive), as well as benefits, are generally set at or near
competitive levels, emphasis is placed on variable pay, with the intention that
total actual pay be aligned with performance relative to Dime's short- and
long-term objectives. The effect of this pay-for-performance orientation should
be that truly superior performance will result in total compensation that
exceeds the median total compensation range of the comparative group, while
mediocre performance will result in total compensation that is less than the
median range of that group. In particular, as the ultimate measure of
performance is return to stockholders, the compensation program, particularly
for more senior executives, should be designed to ensure that management has a
substantial proprietary financial interest in the return realized by
stockholders.
Practices. Because of the scope and complexity of Dime's activities in a
rapidly changing financial services industry, it is imperative that Dime
attract, retain and motivate the most qualified and talented executives
available to it. Dime increasingly competes for such executive talent less with
thrift institutions than with a variety of other financial services companies,
including commercial banks and other institutional lenders, mortgage banking
companies and investment banking firms. The Compensation Committee, based in
part on a thorough analysis of Dime's executive compensation levels by
independent outside compensation consultants and assisted by third-party data
collection and analysis, annually reviews Dime's executive compensation
practices within the framework discussed above and compares them with the
executive compensation practices of other financial services companies with
which Dime competes for executive talent.
Given the pace of change within the financial services industry and the
changing profile of Dime within that industry, including the substantial
expansion of its mortgage banking activities through North American, the
Compensation Committee in early 1998 asked Dime's independent consultants to
assist it in
8
<PAGE> 11
undertaking a thorough review of Dime's compensation practices. For 1998, this
review included an expanded analysis of competitive practices with the financial
services industry as a whole. As in prior years, the analysis included a review
of reported senior management compensation at a peer group of institutions (both
thrifts and banks) throughout the country, which for 1998 consisted of 13
institutions, with median assets of $22 billion. This data was then adjusted
upward to reflect the generally higher cash compensation levels in the New York
City metropolitan area. The analysis further assessed reported compensation at
five New York-based money-center banks (adjusted downward to reflect size and
revenue differentials), in order to take into account the fact that Dime now
draws much of its executive talent from the large commercial banks located in
New York City, as evidenced by the significant number of Dime's executive
officers who have previously served in senior positions at such institutions
immediately prior to joining Dime. Finally, published survey data was analyzed,
including information on financial services companies ranging generally in asset
size from $12 to $40 billion (adjusted for geographic salary differentials) and
information on super-regional and money center banks with average assets of $70
billion (again adjusted downward for size and revenue differentials). Six
separate surveys were included in the analysis, and a functional matching
approach was used to compare each of the executive positions at Dime to
market-surveyed positions based on similarity of responsibilities. All data
analyzed was, if necessary, adjusted upward to take into account any time
differential from the periods for which the data was reported. The information
from these various analyses then provided the starting point for the
Compensation Committee's approach to fixing the principal components of
executive compensation for 1998, with relatively greater emphasis being given to
the more broad-based survey data. In general, the midpoint of the combined
survey data was, as to base salaries, below the midpoint of both the peer group
data and the midpoint of the money-center bank data.
For 1998, salaries for executive officers were set close to the midpoint
derived from the combined survey analyses that are described above. Going
forward, the Compensation Committee expects to continue to set annual salaries
for executive officers close to the competitive midpoint (and above such
midpoint where the officer's experience or additional duties may warrant), while
also taking into account qualitative aspects of individual performance.
For 1998, the annual salary for Mr. Toal, the Chief Executive Officer, was
set at $750,000. This level was somewhat below the midpoint derived from the
combined survey analyses that are described above. In setting Mr. Toal's salary
for 1998 below the competitive midpoint, the Compensation Committee determined
that it should give greater relative weight to the performance-related elements
of compensation.
With respect to incentives, and as described above, a fundamental tenet of
Dime's incentive compensation philosophy is to reward performance based
primarily on objective standards. Short-term incentives, payable in cash, are
geared to the accomplishment of Dime's key annual business plan objectives.
For 1998, Dime adopted, with stockholder approval, a Senior Officer
Incentive Plan. Under this plan, for a given performance period (usually a
calendar year), the Compensation Committee at the beginning of the performance
period designates officers who are eligible to participate and specifies one or
more levels of performance goals. These performance goals must be based upon one
or more of earnings per share, return on equity and return on assets. The
Compensation Committee then establishes individual target incentive
opportunities for each participating officer, as well as a preset formula for
determining the range within which incentive levels may vary with the level of
the performance goals reached. The amounts that would otherwise be payable under
the plan based on the level of performance goals reached may then be decreased,
but not increased, in the discretion of the Compensation Committee. This plan is
intended to qualify awards payable thereunder as "qualified performance-based
compensation" under Section 162(m) of the Internal Revenue Code, thereby
ensuring full deductibility of compensation payable under the plan to any
executive officers whose total compensation may exceed $1 million.
For 1998, all of the executive officers named in the Summary Compensation
Table were designated as participants in the Senior Officer Incentive Plan.
Performance goals for 1998 were based on the greater of
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<PAGE> 12
Dime's earnings per share or adjusted earnings per share (such an adjustment
would generally eliminate any extraordinary items, as determined in accordance
with generally accepted accounting principles, certain restructuring charges and
charges relating to discontinued operations, any profit or loss attributable to
business operations of an entity acquired by Dime during the performance period,
and any goodwill expense attributable to such acquired entity, that would
otherwise be included in earnings per share). Depending on the level of
performance goal achieved, a participant's incentive award could range between 0
and 200% of his or her individual target incentive. In order to assist the
Compensation Committee in setting individual target incentives, Dime's
independent compensation consultants analyzed the same sources as discussed
above with respect to the determination of annual salaries, but in the case of
annual incentive comparisons, reviewed the incentives as a percentage of annual
salary without any adjustment to the data. As with the Compensation Committee's
review of annual salaries, relatively greater emphasis was placed on the results
of the analysis of the combined surveys. Emphasis was also placed on the median
annual incentive as a percentage of base salary. For 1998, individual targets
for plan participants were generally below the midpoint of the combined survey
analyses and well below the adjusted median of the money-center bank group,
although above the midpoint of the peer group. Given the Compensation
Committee's belief that the survey data provides a more comprehensive picture of
competitive practices, as well as its desire to weight variable incentives more
heavily than fixed compensation, the Compensation Committee expects that target
incentive opportunities will over time be set somewhat closer to the midpoint of
the combined survey analyses. For 1998, Mr. Toal's target incentive under the
plan was set at $750,000, or 100% of his annual salary. This amount, which was
determined on a basis consistent with participant target incentive opportunities
generally, was well below the midpoint of the combined survey analyses. For
1998, Dime substantially exceeded the performance targets under the plan and
therefore participants qualified for award opportunities of 200% of target
incentive amount. For 1998, the Compensation Committee determined to use its
discretion to reduce the cash incentives for which the participants in the
senior officer incentive plan were otherwise eligible based on the achievement
of the performance targets. In the case of Mr. Toal, the incentive awarded was
$1,200,000. While the Compensation Committee believes management should be
justly proud of its accomplishments for 1998, particularly the high level of
earnings per share achieved in a difficult rate environment, it is the
Compensation Committee's view that its discretion to decrease awards should
generally be used to limit maximum awards unless all aspects of Dime's
performance, including return to stockholders, as well as all aspects of
performance for which the executive is responsible, achieve a level that
warrants awarding the maximum amount.
Long-term incentives are provided in the form of stock and stock-based
grants. As a part of its overall review of compensation practices for 1998, the
Compensation Committee, upon the recommendation of Dime's independent
compensation consultants, determined that it should modify its practices with
respect to long-term incentives. As noted above under "Principles," a central
tenet of the Compensation Committee's approach has long been that management
should have a substantial proprietary financial interest in the return realized
by stockholders. The Compensation Committee's view is that this long-held belief
may best be realized by viewing stock-based incentive awards as integral to
achievement of a significant management "equity stake" in Dime. Thus, the
Compensation Committee views as somewhat too narrow the prior practice of
pinning stock incentive awards to the desired level of overall cash compensation
for executive officers, based upon theoretical present values for such awards
that may vary significantly from year to year because of the way the
Black-Scholes pricing model operates. By contrast, the equity stake approach
seeks to establish a desirable level of equity participation for these
executives, expressed as a percentage of common stock outstanding that is to be
subject to annual option grants. The appropriate percentage of common stock to
be subject to such grants is determined by reference to competitive practices.
Thus, for 1998 the median publicly reported grants of the Dime's group of 13
banks and thrifts were analyzed over the three year period ending December 31,
1996 and average grant levels for senior officers, as a percentage of common
stock outstanding, were determined. (The surveys described above did not include
comparable data.) These percentage levels were then, in the case of executive
officers other than the Chief Executive Officer, adjusted for positional
differences. Options to purchase Dime common stock (together with limited tandem
stock appreciation rights) were then granted to
10
<PAGE> 13
executive officers based on the levels determined by this process. These
non-qualified options generally vest over a three year period, have expiration
dates 11 years from the date of grant and have exercise prices equal to the fair
market value per share of common stock on the date of grant, which was deemed to
be the closing price of such stock on the New York Stock Exchange on that date.
Mr. Toal received non-qualified options to purchase 94,800 shares of common
stock at fair market value on the date of grant (together with limited tandem
stock appreciation rights), based on the methodology described above. While this
methodology, for 1998, resulted in larger option awards than under the approach
previously employed, the Compensation Committee believes that the equity stake
approach provides a better analytic basis for establishing long-term incentive
opportunities than an approach tied to cash compensation, and also believes that
the enhanced opportunities to share in any appreciation in stockholder value are
consistent with its expressed desire to emphasize stock-based incentives in
preference to cash compensation.
Based on the more detailed analyses of competitive practices made by its
independent compensation consultants during its 1998 compensation review, the
Compensation Committee also reached the view that option awards made in early
1997 had not fully reflected changes in competitive practices occurring at the
time, and that fact, coupled with the outstanding successes achieved by Dime in
creating stockholder value during 1997, warranted a one-time award to senior
officers. This award was intended as a hybrid, having both short- and long-term
incentive components, thus recognizing exceptional performance for the year
while also enhancing the grantee's equity stake in future performance.
Accordingly, in early 1998 Dime granted certain senior officers, including the
executive officers named in the Summary Compensation Table, the right to
purchase shares of restricted stock. These shares of restricted stock generally
vest in equal amounts on the first through third anniversaries of the grant
dates. Although such grants require payment by the officer receiving the award
of $1 per share, the Compensation Committee determined that, consistent with the
cash incentive component of the award, it was appropriate also to make cash
awards to these officers in an amount, net of taxes, sufficient to make the
payment otherwise required. The value of the individual restricted stock awards
was set at 25% of the grantee's annual incentive target amount for 1997, with
the number of shares awarded each individual being determined by dividing this
value by Dime's share price on the date of grant. On this basis Mr. Toal was
granted 4,810 shares of restricted stock, together with a cash award of $7,401.
In addition, the executive officers named in the Summary Compensation Table
received grants during 1998 of restricted stock that were not part of Dime's
compensation programs, as described above, but rather that related to the waiver
of certain rights under their employment contracts. See "Executive
Compensation -- Employment Contracts and Termination of Employment and Change in
Control Arrangements" below.
Also, although not an aspect of cash or incentive compensation, Dime seeks
to attract and retain executives by providing a variety of benefit plans and
programs generally designed to be competitive with those provided by other
financial services companies. See "Executive Compensation" for a description of
these plans and programs as currently in effect.
The Compensation Committee's policy is to structure executive compensation
in a time and manner intended to limit the likelihood that current compensation
will exceed the limits for deductibility prescribed by Section 162(m) of the
Internal Revenue Code. In furtherance of this policy, Dime adopted, with
stockholder approval, the Senior Officer Incentive Plan, under which cash
incentive awards to senior officers are made in a manner intended to qualify
them for full deductibility under the Internal Revenue Code. This policy will
continue to be operative for 1999; however, the Compensation Committee retains
discretion to make exceptions to this policy, and in determining whether to do
so the Compensation Committee may consider a number of factors, including the
tax position of Dime, the materiality of amounts likely to be involved and any
potential ramifications of the loss of flexibility to respond to unforeseeable
changes in circumstances. Mr. Toal's 1997 cash incentive award, which was paid
during 1998, was determined under Dime's incentive program as in effect prior to
the adoption of the Senior Officer Incentive Plan. Thus, compensation paid to
Mr. Toal during 1998 exceeded the $1 million limit on deductibility. The
Compensation Committee determined not to require a deferral of this payment, and
11
<PAGE> 14
deemed this departure from its general policy reasonable in light of Mr. Toal's
leadership in achieving the superior financial results for 1997 that Dime
realized.
Finally, in determining compensation levels and targets within the
framework discussed above, the Compensation Committee takes into full account
applicable regulatory restrictions on the compensation of executive officers.
Executive compensation is a constantly evolving field. The Compensation
Committee monitors trends in this area, as well as changes in law, regulation
and accounting practice, that may affect either its compensation philosophy or
its practices. Accordingly, the Compensation Committee at all times reserves the
right to alter its approach in response to changing conditions.
THE COMPENSATION COMMITTEE:
IRA T. WENDER, CHAIRMAN
DERRICK D. CEPHAS
J. BARCLAY COLLINS II
MARGARET OSMER-MCQUADE
DR. PAUL A. QUALBEN
HOWARD SMITH
DR. NORMAN R. SMITH
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation for
services in all capacities to Dime for the fiscal years ended December 31, 1998,
1997 and 1996 of those persons who were, at December 31, 1998, (a) the Chief
Executive Officer of Dime Bancorp and (b) the other four most highly compensated
executive officers of Dime Bancorp (collectively with the Chief Executive
Officer, the "named executive officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------- -------------------------------
OTHER SECURITIES
NAME AND ANNUAL RESTRICTED STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION AWARDS(2) OPTIONS/SARS COMPENSATION
- ------------------ ---- -------- ---------- ------------ ---------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence J. Toal(3).............. 1998 $750,000 $1,204,810(4) $ 5,617 $1,631,070 94,800 $164,581(5)
Chief Executive Officer 1997 650,000 800,000 0 0 78,000 39,000
1996 500,000 285,000 0 0 65,900 28,846
Fred B. Koons(6)................. 1998 375,000 502,310(7) 3,696 720,324 36,700 62,346(8)
Chief Executive Officer, 1997 350,000 200,000 0 0 25,000 0
Mortgage Banking 1996 26,192 123,140(9) 9,659 326,852 0 0
Anthony R Burriesci(10).......... 1998 375,000 401,620(11) 4,666 699,840 36,700 56,769(12)
Chief Financial Officer 1997 166,923 385,000(13) 20,776 577,500 90,000 0
Carlos R. Munoz.................. 1998 325,000 231,250(14) 4,302 522,450 33,400 55,086(15)
Chief Credit and Risk 1997 300,000 175,000 0 0 18,000 18,000
Management Officer 1996 290,000 105,000 0 0 18,200 11,046
D. James Daras................... 1998 300,000 226,270(16) 5,144 485,190 30,600 53,847(17)
Treasurer 1997 275,000 200,000 0 0 25,000 16,500
1996 250,000 130,000 0 0 26,900 14,702
</TABLE>
- ---------------
(1) Bonuses are reported in the year that the named executive officer rendered
the services to which the bonus relates, even though the amounts shown may
actually be paid to the named executive officer in a subsequent year.
(2) Except as noted, restricted stock awards generally vest in three equal
installments on the third, fourth, and fifth anniversary of the date of
grant. At December 31, 1998, Mr. Toal held 60,410 shares of restricted
stock having a value of $1,525,353 (4,810 shares of which were scheduled to
vest in equal installments on January 30, 1999, January 30, 2000, and
January 30, 2001); Mr. Koons held 26,610 shares of restricted stock having
a value of $671,903 (2,310 shares of which were scheduled to vest in equal
installments on January 30, 1999, January 30, 2000, and January 30, 2001);
Mr. Burriesci held 49,254 shares of restricted
12
<PAGE> 15
stock having a value of $1,243,664 (1,620 shares of which were scheduled to
vest in equal installments on January 30, 1999, January 30, 2000, and
January 30, 2001 and 23,334 shares of which were scheduled to vest in equal
installments on January 24, 1999 and January 24, 2000); Mr. Munoz held
24,684 shares of restricted stock having a value of $623,271 (1,250 shares
of which were scheduled to vest in equal installments on January 30, 1999,
January 30, 2000, and January 30, 2001); and Mr. Daras held 17,970 shares
of restricted stock having a value of $453,743 (1,270 shares of which were
scheduled to vest in equal installments on January 30, 1999, January 30,
2000, and January 30, 2001). Dividends will be paid, and other
distributions made, on all shares of restricted stock to the same extent
that dividends are declared and paid, or other distributions are made, on
shares of Dime's common stock in general, provided such shares of
restricted stock are held on the record date determined for the payment of
dividends, or the making of other distributions, if any, on Dime's common
stock.
(3) Mr. Toal became Chief Executive Officer of Dime Bancorp (and Chairman of
the Board and Chief Executive Officer of Dime Savings) on January 1, 1997
and Chairman of the Board of Dime Bancorp on April 30, 1998.
(4) The amount shown represents an incentive bonus for 1998 of $1,200,000 and a
cash award equal to the purchase price of 4,810 shares of restricted stock.
(5) The amount set forth reflects matching and supplemental allocations by Dime
on behalf of Mr. Toal under certain defined contribution plans and
arrangements in the amount of $44,052 and a cash award of $120,529
representing an amount, net of taxes, sufficient to pay the purchase price
for 55,600 shares of restricted stock received in consideration for the
waiver of certain rights under his prior employment agreement.
(6) Mr. Koons joined Dime in December 1996 at an annual rate of salary of
$350,000.
(7) The amount shown represents an incentive bonus for 1998 of $500,000 and a
cash award equal to the purchase price of 2,310 shares of restricted stock.
(8) The amount set forth reflects matching and supplemental allocations by Dime
on behalf of Mr. Koons under certain defined contribution plans and
arrangements in the amount of $21,125 and a cash award of $41,221
representing an amount, net of taxes, sufficient to pay the purchase price
for 24,300 shares of restricted stock received in consideration for the
waiver of certain rights under his prior employment agreement.
(9) The amount shown represents a $100,000 cash bonus paid to Mr. Koons upon
joining Dime in December 1996 and a cash award equal to the purchase price
of 23,140 shares of restricted stock.
(10) Mr. Burriesci joined Dime in July 1997 at an annual rate of salary of
$350,000.
(11) The amount shown represents an incentive bonus for 1998 of $400,000 and a
cash award equal to the purchase price of 1,620 shares of restricted stock.
(12) The amount set forth reflects matching and supplemental allocations by Dime
on behalf of Mr. Burriesci under certain defined contribution plans and
arrangements in the amount of $8,516 and a cash award of $48,253
representing an amount, net of taxes, sufficient to pay the purchase price
for 24,300 shares of restricted stock received in consideration for the
waiver of certain rights under his prior employment agreement.
(13) The amount shown represents a $150,000 cash bonus paid to Mr. Burriesci
upon joining Dime in July 1997, an incentive bonus for 1997 of $200,000,
and a cash award equal to the purchase price of 35,000 shares of restricted
stock.
(14) The amount shown represents an incentive bonus for 1998 of $230,000 and a
cash award equal to the purchase price of 1,250 shares of restricted stock.
(15) The amount set forth reflects matching and supplemental allocations by Dime
on behalf of Mr. Munoz under certain defined contribution plans and
arrangements in the amount of $19,145 and a cash award of $35,941
representing an amount, net of taxes, sufficient to pay the purchase price
for 18,100 shares of restricted stock received in consideration for the
waiver of certain rights under his prior employment agreement.
(16) The amount shown represents an incentive bonus for 1998 of $225,000 and a
cash award equal to the purchase price of 1,270 shares of restricted stock.
(17) The amount set forth reflects matching and supplemental allocations by Dime
on behalf of Mr. Daras under certain defined contribution plans and
arrangements in the amount of $17,645 and a cash award of $36,202
representing an amount, net of taxes, sufficient to pay the purchase price
for 16,700 shares of restricted stock received in consideration for the
waiver of certain rights under his prior employment agreement.
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<PAGE> 16
The following table contains information concerning the grant of options to
purchase Dime's common stock and limited tandem stock appreciation rights
("SARs") to the named executive officers during the year ended December 31,
1998.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS/SARS EMPLOYEES IN EXERCISE OR BASE EXPIRATION PRESENT
NAME GRANTED(1) FISCAL YEAR(2) PRICE ($/SH) DATE VALUE($)(3)(4)
- ---- ------------ -------------- ---------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Lawrence J. Toal....... 94,800 4.55% $28.00 1/30/09 $1,398,816
Fred B. Koons.......... 36,700 1.76 28.00 1/30/09 541,525
Anthony R. Burriesci... 36,700 1.76 28.00 1/30/09 541,525
Carlos R. Munoz........ 33,400 1.60 28.00 1/30/09 492,832
D. James Daras......... 30,600 1.47 28.00 1/30/09 451,516
</TABLE>
- ---------------
(1) The options shown become exercisable at a rate of one-third per year
commencing one year from the date of the grant. All of the awards reflected
in the table consisted of options with limited tandem SARs. The tandem SARs
shown are only exercisable within the 60-day period following the occurrence
of certain specified changes in ownership or control of Dime Bancorp or
certain of its subsidiaries and are payable on the basis of the highest
price paid for Dime's common stock during the 90-day period ending on the
day of the change in ownership or control.
(2) The percentage set forth in this column reflects the relationship between
the number of options (with limited tandem SARs) granted to the named
executive officer and the number of options (whether or not with limited
tandem SARs) granted to all employees in the fiscal year.
(3) The estimated value shown, which was determined by application of the
Black-Scholes option pricing model, was developed solely for purposes of
comparative disclosure in accordance with the regulations of the Securities
and Exchange Commission and does not necessarily reflect Dime Bancorp's view
of the appropriate value or methodology for purposes of financial reporting.
Use of this model should not be viewed in any way as a forecast of the
future performance of Dime's common stock, volatility or dividend policy. No
adjustments have been made for forfeitures or non-transferability.
(4) The estimated present value of the options shown is based upon historical
experience and for the options granted to each of the named executive
officers is $14.755 per share. Volatility calculated over 180 trading days
prior to the date of grant was: .325.
Risk-Free Rate of Return, representing the interest rate on a United States
Treasury security with a maturity date corresponding to the term of the
options: 5.57%.
Dividend Yield for each of the options granted is: .681%.
Time of Exercise for all options shown: 11 years.
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<PAGE> 17
The following table sets forth information with respect to exercised
options during 1998, as well as the aggregate number of unexercised options to
purchase Dime's common stock granted in all years to the named executive
officers and held by them as of December 31, 1998 and the value of unexercised
in-the-money options (i.e., options that had a positive spread between the
exercise price of such option and the fair market value of Dime's common stock)
as of December 31, 1998. Dime has not granted any freestanding SARs to the named
executive officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS AT
DECEMBER 31, 1998 DECEMBER 31, 1998
---------------------- --------------------
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- --------------- -------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Lawrence J. Toal....... 0 $ 0 369,091/168,767 $7,189,003/879,259
Fred B. Koons.......... 0 0 8,333/53,367 88,538/177,087
Anthony R. Burriesci... 0 0 30,000/96,700 262,500/525,000
Carlos R. Munoz........ 20,000 314,438 18,133/51,467 242,712/216,988
D. James Daras......... 0 0 87,330/56,235 1,574,568/280,605
</TABLE>
The following table shows the estimated annual pension benefits payable to
a covered member at normal retirement age (age 65) under the Retirement Plan of
Dime Bancorp, Inc. and the Benefit Restoration Plan of The Dime Savings Bank of
New York, FSB based on compensation covered under the plans and years of
creditable service with Dime Savings or certain affiliates of Dime. The Benefit
Restoration Plan provides benefits that would otherwise be denied a member
because of certain limitations on benefits under the Retirement Plan imposed by
the Internal Revenue Code.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITABLE SERVICE
--------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 125,000........................... $ 32,813 $ 43,750 $ 54,688 $ 65,625 $ 75,000
150,000.......................... 39,375 52,500 65,625 78,750 90,000
175,000.......................... 45,938 61,250 76,563 91,875 105,000
200,000.......................... 52,500 70,000 87,500 105,000 120,000
225,000.......................... 59,063 78,750 98,438 118,125 135,000
250,000.......................... 65,625 87,500 109,375 131,250 150,000
300,000.......................... 78,750 105,000 131,250 157,500 180,000
350,000.......................... 91,875 122,500 153,125 183,750 210,000
400,000.......................... 105,000 140,000 175,000 210,000 240,000
450,000.......................... 118,125 157,500 196,875 236,250 270,000
500,000.......................... 131,250 175,000 218,750 262,500 300,000
600,000.......................... 157,500 210,000 262,500 315,000 360,000
700,000.......................... 183,750 245,000 306,250 367,500 420,000
800,000.......................... 210,000 280,000 350,000 420,000 480,000
900,000.......................... 236,250 315,000 393,750 472,500 540,000
1,000,000.......................... 262,500 350,000 437,500 525,000 600,000
</TABLE>
A member's compensation covered by the plans is the product of 12 times his
or her average monthly compensation for the 36 consecutive months of service
during which the member's compensation was the highest or, if the member's
service is less than 36 months, then for the entire period of service. For these
15
<PAGE> 18
purposes, covered compensation for the named executive officers includes salary,
but not bonus and other annual compensation, reported in the "Annual
Compensation" columns of the Summary Compensation Table. The benefit levels set
forth in the Pension Plan Table are based on the years of creditable service
shown in the table, continued existence of the plans without material change,
and payment of benefits in the form of a single life annuity (rather than in
other available forms). The benefits listed in the Pension Plan Table are not
subject to any reduction for Social Security contributions or benefits or any
other offset (although certain minimum benefits provided under the plans with
respect to certain prior service are subject to a deduction measured by Social
Security benefits, or by an offset with respect to compensation earned that is
not in excess of Social Security covered compensation). However, such benefits
reflect the application of the maximum benefit limit under the plans of 60% of
covered compensation.
Dime also maintains the Dime Bancorp, Inc. Supplemental Executive
Retirement Plan ("SERP"). The SERP provides for an annual benefit equal to a
pension goal percentage (between 30% and 60%) multiplied by Average Compensation
(as defined) payable over the life of each SERP participant after the
participant's retirement at or after age 65 or, in certain instances, a reduced
50% or 100% joint and survivor annuity form of benefit. Additional forms of
benefit, including 5-,10-, or 15-year-certain life annuities, are available, and
the Compensation Committee can direct that an actuarially equivalent lump sum be
paid at termination of service in lieu of an annuity. For these purposes, unless
otherwise provided by the Compensation Committee within the SERP's parameters,
Average Compensation is the highest average annual base salary and certain other
taxable cash-based compensation (other than sign-on bonus or other amounts paid
in connection with grants of rights to purchase restricted stock) earned over
three consecutive years out of the participant's last ten years of employment
(or such other period designated by the Compensation Committee), with incentive
compensation deemed allocated and paid over the period over which it was earned.
The SERP benefit is offset by other retirement benefits provided under qualified
defined benefit plans of Dime Bancorp and Dime Savings (such as the Retirement
Plan), as well as the Benefit Restoration Plan and other contractual benefits to
the extent they relate to the benefits under a Dime qualified defined benefit
plan. The SERP provides that benefits may commence, in a reduced amount, if the
participant terminates service before age 65 but, unless the Compensation
Committee directs otherwise, no earlier than age 55. The SERP also provides for
a death benefit to be paid to a participant's surviving spouse or minor children
in the event that the participant dies prior to the start of his or her benefits
under the SERP. Death benefits will not commence to be paid until the month that
the participant would have attained age 55 had he or she lived. Benefits under
the SERP generally vest based on the period of employment by the participant,
with partial vesting after five years, increasing to full vesting after ten
years. The SERP counts service both before and during SERP participation for
these purposes. Accelerated vesting applies in the event of certain terminations
of employment after a change in control (as defined) and the Compensation
Committee can alter the vesting schedule (but with limits on such alteration
rights upon a change in control). Except with respect to vesting rights, and
except to the extent that compensation considered under the SERP may increase
over a period of time, the SERP benefit does not increase based on years of
service.
Mr. Toal's SERP goal was set at 50% on January 1, 1997. As of December 31,
1998, therefore, Mr. Toal had accrued a SERP benefit (which will be offset by
his Retirement Plan and related Benefit Restoration Plan benefits), commencing
at age 65 in the form of a single life annuity, of approximately $697,500. Mr.
Toal was then 70% vested in that benefit.
Mr. Koons' SERP goal has also been set at 50%, except that his Average
Compensation will be determined over a 24-month period. Mr. Koons is also
provided with supplemental benefits to the extent he is otherwise unable, on
account of his employment status, to participate in the Retirement Plan and the
Benefit Restoration Plan, which will then provide an offset to his SERP benefit.
Based on compensation earned through December 31, 1998, Mr. Koons' accrued SERP
benefit (which will be offset by Retirement Plan and related Benefit Restoration
Plan benefits, as well as by those other supplemental pension benefits provided
under his employment agreement), stated in the form of a single life annuity
commencing at age 65, is approximately $356,250. Mr. Koons had not yet vested in
that benefit.
16
<PAGE> 19
Mr. Burriesci has a SERP goal that has been set at 50%. Under Mr.
Burriesci's employment agreement, he is also provided with a benefit based on a
doubling of Retirement Plan and related Benefit Restoration Plan accruals
(offset by actual Retirement Plan and related Benefit Restoration Plan benefits)
during the first ten years of his employment, with that benefit vesting after
three years. Those benefits (in which Mr. Burriesci is not yet vested) will act
as an offset of Mr. Burriesci's SERP benefit. Based on compensation earned
through December 31, 1998, Mr. Burriesci's SERP benefit, which will be offset by
Retirement Plan and related Benefit Restoration Plan benefits, as well as the
additional contractual benefit described above, commencing at age 65 in the form
of a single life annuity, is approximately $380,641. Mr. Burriesci has not yet
vested in that benefit.
Each of Mr. Munoz and Mr. Daras has a SERP goal that has been set at 50%.
Based on compensation earned through December 31, 1998, the SERP benefit (which
will be offset by Retirement Plan and related Benefit Restoration Plan benefits)
accrued, commencing at age 65 in the form of a single life annuity, by Mr. Munoz
is approximately $237,500 and by Mr. Daras is approximately $230,000. As of
December 31, 1998, Mr. Munoz was not vested in his SERP benefits, while Mr.
Daras was 80% vested.
The respective completed years of creditable service under the Retirement
Plan and, as appropriate, the Benefit Restoration Plan and the years of service
for vesting in SERP benefits as of December 31, 1998 for each of the named
officers is as follows: Lawrence J. Toal, seven years; Fred B. Koons, two years;
Anthony R. Burriesci, one year; Carlos R. Munoz, three years; and D. James
Daras, eight years.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Dime Savings has employment agreements with each of Messrs. Toal, Koons,
Burriesci, Munoz, and Daras.
Agreement with Mr. Toal. Effective as of January 30, 1998, Dime Savings
entered into a new employment agreement with Mr. Toal, which replaced a previous
agreement with him. The current term of Mr. Toal's agreement extends to March 1,
2002, with automatic renewal until Mr. Toal's 65th birthday (May 19, 2002) to
occur on March 1, 2000, unless prior notice of non-renewal is given by Mr. Toal
or Dime Savings. Dime Bancorp is jointly and severally liable for the
obligations of Dime Savings under Mr. Toal's agreement.
Mr. Toal's agreement provides that he will serve, throughout its term, as
Chief Executive Officer, President, and Chief Operating Officer of each of Dime
Bancorp and Dime Savings and as Chairman of the Board of Dime Savings. Under his
agreement, Mr. Toal received a base salary of $750,000 in 1998, which may be
subsequently increased (but not decreased) by the Board of Directors. For 1999,
Mr. Toal's base salary has been increased to $825,000. Mr. Toal also will be
eligible to participate in an annual cash bonus program (with a target bonus
opportunity of at least 50% of his base salary) and long-term incentive program
and is provided with certain perquisites.
Under his agreement, Mr. Toal also participates in the SERP, with a pension
goal of not less than 50% based on average compensation and vesting over ten
years of service. (Mr. Toal's SERP benefit is described in more detail above.)
However, pursuant to the agreement, Mr. Toal will be fully vested in his SERP
benefit in the event of a termination of his employment (other than for cause)
in connection with a change in control (as described below) that otherwise would
trigger a right to change in control-related benefits. In the event of any other
involuntary termination of Mr. Toal's employment (other than for cause), Mr.
Toal will receive service credit for SERP vesting purposes as if he had remained
in employment until the end of the term of his agreement then in effect. In
addition, when applying the average compensation definition under the SERP, in
the event of any termination of Mr. Toal's employment that would trigger a right
to change in control-related benefits, or any other involuntary termination of
Mr. Toal's employment (other than for cause), average compensation will be
determined as if Mr. Toal had continued service throughout the then applicable
term of his agreement and earned an assumed annual bonus based upon a formula
set forth in that agreement.
17
<PAGE> 20
In the event of Mr. Toal's disability, his agreement provides that Mr. Toal
will receive a sum equal to his annual salary in the first year of such
disability and a sum equal to 75% of his annual salary for each year thereafter
throughout the duration of the disability up to age 65, with continued life,
medical, and dental coverage for the same period.
If Mr. Toal's employment is terminated by Dime Savings (other than for
cause), Mr. Toal will receive a lump sum payment equal to two times his annual
salary, as well as continuation, until the later to occur of the 18-month
anniversary of the date of termination or the end of the remaining term of his
agreement at the effective date of termination, of life, medical and dental
insurance coverage, subject to certain conditions. If Mr. Toal voluntarily
terminates his employment (except as provided below), generally no additional
benefits will be provided to him. Similarly, in general, no continuing benefits
are otherwise to be provided to Mr. Toal upon the expiration of the term of his
agreement on his 65th birthday, other than the SERP, the Key Executive Life
Insurance/Death Benefit Plan described below, and other retiree benefits
otherwise payable to him.
Mr. Toal's agreement also provides for specified benefits following a
"change in control." For these purposes, a "change in control" is generally
defined to include (1) the acquisition of more than 35% of the voting power of
Dime Bancorp by any person, entity or group; (2) if the individuals who were
members of the Board of Directors on July 24, 1997, and others whose appointment
or nomination was recommended by a vote 2/3 of the directors in office on July
24, 1997 (or by other directors who themselves previously satisfied this
requirement), cease to constitute a majority of the Board; (3) a merger or
consolidation of Dime Bancorp or any direct or indirect subsidiary of Dime
Bancorp unless Dime Bancorp voting securities outstanding before the event
continue to represent (in combination with securities held under an employee
benefit plan of Dime Bancorp or any subsidiary) at least 65% of the outstanding
voting securities of the surviving entity after the merger or consolidation, or
unless the merger or consolidation was effected solely to implement a
recapitalization of Dime Bancorp or Dime Savings where no person, entity or
group becomes the owner of 35% or more of the voting securities of Dime Bancorp
or Dime Savings; (4) the execution of a binding agreement for one of the events
described in (1) or (3) (unless abandoned); and (5) certain sales of
substantially all of Dime Bancorp's consolidated assets, as well as certain
other circumstances specified in Mr. Toal's agreement.
If following a change in control Mr. Toal's employment is involuntarily
terminated (other than for cause) during the term of his agreement in effect at
the time of the change in control, or if Mr. Toal terminates his employment
during such term after (a) he has not been re-elected to the positions set forth
above (or, if Dime Bancorp or Dime Savings is not the surviving ultimate parent
entity in the transaction giving rise to the change in control, elected as chief
executive officer of the ultimate parent entity), (b) there has been a notice of
non-renewal of Mr. Toal's agreement other than for cause, or (c) there is a
material change in Mr. Toal's functions, duties, or responsibilities to a level
of lesser responsibility, importance, or scope, Mr. Toal will be entitled to the
SERP enhancement described above, as well as other benefits. These additional
benefits include a lump sum equal to three times his "Annual Compensation," as
well as (to the extent permissible under the underlying plan) continued
exercisability of all vested stock options as if there had not been a
termination of employment (including options that vest upon Mr. Toal's
retirement), and continued disability, medical, and dental insurance coverage
for Mr. Toal and his spouse for the remainder of their lives, subject to certain
conditions. For these purposes, "Annual Compensation" at any time means the sum
of his annual salary plus an assumed annual bonus based upon a formula set forth
in Mr. Toal's agreement.
Agreement with Mr. Koons. Effective as of December 15, 1998, Dime Savings
entered into an employment agreement with Mr. Koons, which also replaced a
previous agreement. The term of Mr. Koons' agreement extends until June 30,
2002.
Mr. Koons' agreement provides that he will serve as an Executive Vice
President of Dime Bancorp and Dime Savings and as Chief Executive Officer of
North American Mortgage Company through at least June 30, 1999. His agreement
also provides that, during the period from July 1, 1999 through June 30, 2000,
Mr. Koons will serve as transitional Chief Executive Officer of North American
until a successor
18
<PAGE> 21
Chief Executive Officer is appointed and that he will continue as an employee of
Dime Savings after he ceases serving as Chief Executive Officer of North
American, through the end of the term of his agreement.
Under his agreement, Mr. Koons is required to devote substantially all of
his business time to his duties under the agreement through June 30, 1999. After
that date, Mr. Koons is required to devote a lesser amount of time to his duties
under the agreement and will be permitted to engage in certain other
non-competitive activities during those periods. Mr. Koons' agreement provides
for annualized salary at a rate of $375,000 for the period ending June 30, 1999.
For the period from July 1, 1999 through June 30, 2000, Mr. Koons' agreement
provides for a salary at the rate of $250,000, and for each of the 12-month
periods thereafter for a salary at the rate of $175,000, in each case subject to
increase on a per diem basis if Mr. Koons works for more than an agreed upon
minimum number of days in each such period.
Pursuant to the terms of his agreement, Mr. Koons also participates in the
SERP, with a pension goal of not less than 50%, and other terms as specified in
his SERP grant (described above). Mr. Koons is also provided with supplemental
benefits to the extent he is otherwise unable, on account of his employment
status, to participate in the Retirement Plan and the Benefit Restoration Plan
(with such benefits acting as an offset of his SERP benefit) and a supplemental
payment to the extent he is otherwise unable, on account of such status, to
participate in Dime Bancorp's qualified defined contribution plan and the
related provisions of the Benefit Restoration Plan.
In the event of Mr. Koons' permanent disability, Dime Savings will pay Mr.
Koons his annual salary for up to one year, less the maximum benefit available
under the Dime Savings' disability insurance coverage, and will generally
continue to provide certain benefits for the remaining term of the agreement. If
Mr. Koons' employment is terminated without cause, Dime Savings will pay him a
lump sum equal to his aggregate salary payable for the remaining term of Mr.
Koons' agreement (assuming he works the minimum number of agreed-upon days set
forth in his agreement), as well as generally continue certain benefits for such
remaining term. Mr. Koons has the right under the agreement to treat any
relocation of his principal place of business more than 75 miles from Tampa,
Florida as a termination without cause, if he makes an election to so treat it
within 30 days of the relocation. Under Mr. Koons' agreement, to the extent
permitted by the relevant plan, upon an involuntary termination of Mr. Koons'
employment (other than for cause), or a termination upon a relocation treated
(by Mr. Koons' election) as an involuntary termination without cause, grants of
options and restricted stock previously made to Mr. Koons generally will vest
(and, with respect to options, become exercisable). Upon an involuntary
termination without cause, to the extent permitted, options will remain
exercisable by Mr. Koons for their remaining terms. (An Agreement Regarding
Initial Employment Terms with Mr. Koons dated December 2, 1996 provides for
exercisability for the full remaining term, to the extent vested, of the options
therein promised (with a value of 60% of his base pay) for grant during the
first two years of his employment in the event of any termination of his
employment other than for cause.)
Mr. Koons' agreement provides for enhanced severance benefits following a
change in control (defined in the same manner as under Mr. Toal's agreement).
Those benefits will be payable if, after a covered change in control, Mr. Koons'
employment is terminated by Dime Savings (other than for cause), or if Mr. Koons
terminates his employment during the term in effect at the time of the change in
control after a decrease in his annual salary (not otherwise contemplated by his
agreement) or a material downgrading of his duties or responsibilities from
those contemplated under Mr. Koons' agreement. In either of those events, Mr.
Koons is to be entitled to payment equal to three times his annual salary
(assuming for these purposes that he works the minimum number of agreed upon
full-time equivalent days during any of the periods set forth in Mr. Koons'
agreement), and continuation of all life, disability, medical and dental
insurance coverage for the remaining term of his agreement, subject to certain
conditions. Mr. Koons' agreement also would then provide for continued
exercisability of all vested options for the remainder of their terms, and
immediate vesting and continued exercisability of all restricted stock and
non-vested options held by Mr. Koons, as if there had not been such a
termination of service upon the change in control (to the extent permitted by
the relevant plan under which the options were granted). In the event of a
termination of service triggering change in control benefits, Mr. Koons will
also fully vest in his SERP
19
<PAGE> 22
benefit and be eligible for a payment to make up any amount forfeited under
Dime's 401(k) plan or any other qualified defined contribution plan of Dime
Bancorp and the related provisions of the Benefit Restoration Plan.
Agreement with Mr. Burriesci. Effective as of January 30, 1998, Dime
Savings entered into an employment agreement with Mr. Burriesci, which also
replaced a previous agreement. The term of Mr. Burriesci's agreement extends to
March 1, 2002, with automatic renewal applying each March 1st, absent earlier
non-renewal. Dime Bancorp is jointly and severally liable for the obligations of
Dime Savings under Mr. Burriesci's agreement.
Mr. Burriesci's agreement provides that he will serve as Chief Financial
Officer of Dime Bancorp and Dime Savings, and provides an annual salary during
the period of the agreement ending July 1, 2000, at the rate of $375,000. This
annual salary is subject to periodic review and possible increase, or up to a
25% decrease (but not below the level set forth above). Under an Agreement
Regarding Initial Employment Terms effective as of July 1, 1997, Mr. Burriesci
effectively has a minimum target cash incentive opportunity for 1999 of 50% of
base pay as in effect on December 31, 1999. Mr. Burriesci's initial terms
agreement also provides for a promise of long-term incentive awards in the form
of options with a value of at least 75% of base pay for each of 1999 and 2000,
to the extent approved by the Compensation Committee, and provides for certain
perquisites.
Pursuant to the terms of his employment agreement, Mr. Burriesci also
participates in the SERP, with a pension goal of not less than 50% of average
SERP-covered compensation (as more fully described above). Mr. Burriesci's
agreement also provides for a benefit based upon a doubling of Retirement Plan
and related Benefit Restoration Plan accruals (offset by actual Retirement Plan
accruals) during the first ten years of his employment, with vesting of that
benefit after three years. This benefit will act as an offset of Mr. Burriesci's
SERP benefit, if one is payable.
In the event of Mr. Burriesci's permanent disability, Dime Savings will pay
Mr. Burriesci his annual salary for up to one year, less the maximum benefit
available under Dime insurance coverage, and will generally continue to provide
certain benefits for the remaining term of Mr. Burriesci's agreement then in
effect. If Mr. Burriesci's employment is terminated without cause, Dime Savings
will continue to pay him his annual salary (as in effect at the termination
date) for 18 months, as well as generally continue certain benefits for the same
period. Under Mr. Burriesci's Agreement Regarding Initial Employment Terms, Mr.
Burriesci will also have full vesting of the restricted stock and options
granted in connection with the commencement of his employment if his employment
is involuntarily terminated other than for cause.
Mr. Burriesci's agreement also provides for enhanced severance benefits (in
lieu of the termination benefits described above) following a change in control
(defined in the same manner as under Mr. Toal's agreement). If, after a covered
change in control, Mr. Burriesci's employment is terminated by Dime Savings
(other than for cause), or if Mr. Burriesci terminates his employment during the
term in effect at the time of the change in control after a decrease in his
annual salary (to a level below that which applied before the change in control)
or a material downgrading of his duties or responsibilities from those in effect
immediately prior to the change in control, the enhanced benefits will be
payable. In either of those events, Mr. Burriesci is to be entitled to (i)
payment equal to three times the sum of his annual salary and target cash
incentives for which Mr. Burriesci was eligible (for the year in question)
immediately before the termination, and (ii) continuation of all life,
disability, medical and dental insurance coverage for the remaining term of his
agreement at the time of the termination, subject to certain conditions. Mr.
Burriesci's agreement also includes a provision for continued exercisability of
all vested options for the remainder of their terms and continued vesting and
exercisability of all non-vested options as if there had not been a termination
of service upon a change in control (to the extent permitted by the relevant
plan under which the options were granted). In the event of a termination of
service triggering change in control benefits, Mr. Burriesci will also fully
vest in his SERP benefit and be eligible for a payment to make up any amount
forfeited under any qualified defined contribution plan of Dime Bancorp and the
related provisions of the Benefit Restoration Plan.
20
<PAGE> 23
Other Agreements. Mr. Munoz and Mr. Daras are each party to an employment
agreement with Dime Savings, with a current term until March 1, 2002. Each
agreement was entered into as of January 30, 1998 and replaced an earlier
agreement. Each agreement provides for automatic renewal each March 1st, absent
earlier non-renewal.
Each of the employment agreements with Messrs. Munoz and Daras provides for
an annual salary that is subject to periodic review and possible increase or up
to a 25% decrease. If the individual becomes permanently disabled and his
employment agreement is terminated by Dime for that reason, Dime will pay the
individual his annual salary for up to one year, less the maximum benefit
available under Dime's disability insurance coverage and will generally continue
to provide certain benefits for the remaining term in effect.
Each of these employment agreements provides for SERP participation, with a
pension goal of not less than 50% of average SERP-covered compensation.
Additionally, the employment agreements with Messrs. Munoz and Daras provide
that, if Dime terminates the individual's employment without cause, he is
generally entitled to a continuation of his salary and certain benefits for a
period of between six and 18 months, depending on his length of employment and
his age at the time of termination.
Each of the employment agreements with Messrs. Munoz and Daras provides for
certain severance payments and benefits following a change in control of Dime if
the employment agreement is terminated by (a) Dime without cause or (b) the
individual during the term in effect at the time of the change in control after
a decrease in his annual salary or a material downgrading in his duties or
responsibilities. For these purposes, a change in control is defined in the same
manner as under Mr. Toal's agreement. The benefits to be provided to each of
these individuals in such events will be (i) payment equal to three times the
sum of his annual salary and target cash incentives for which he was eligible
immediately before the termination, and (ii) continuation of all life,
disability, medical, and dental insurance coverage for the remaining term of the
employment agreement at the time of the termination (as long as continued
contributions are made by him). These agreements also include a provision for
continued exercisability of all vested stock options for the remainder of their
terms and continued vesting and exercisability of all non-vested stock options
as if there had not been a termination of service upon a change in control (to
the extent permitted by the relevant plan under which the options were granted).
These agreements additionally include a provision for full vesting of SERP
benefits, and a payment to make up any amount forfeited under any qualified
defined contribution plan of Dime Bancorp and the related provisions of the
Benefit Restoration Plan, in the event of a termination of service triggering
change in control benefits.
Miscellaneous. Each of the employment agreements for Messrs. Toal, Koons,
Burriesci, Munoz and Daras provides that, if the amounts become payable other
than as a result of events following a change in control, and if those amounts
would be deemed to constitute parachute payments within the meaning of Section
280G of the Internal Revenue Code that would, when added to other similar
amounts, result in an excise tax under Section 4999 of the Internal Revenue
Code, they will be reduced to avoid the imposition of such excise tax. However,
the SERP benefit described above will not be so reduced. In the event of a
change in control, or in the absence of a change in control, in the event that
the SERP benefit results in the imposition of such an excise tax (but after the
reduction of other benefits, as described above), Dime will make an additional
payment or payments so as to provide the executive with the benefits he would
have received in the absence of such tax. Dime will not be entitled to a federal
income tax deduction for any "excess parachute payments," including any
additional amounts paid pursuant to the "gross-up" provisions of the respective
employment agreements with regard to such taxes.
Each of the foregoing employment agreements includes provisions
conditioning payments thereunder on compliance with statutory and regulatory
restrictions.
In the course of reviewing and updating its standard employment contracts
with senior officers, Dime's Board of Directors determined that the provisions
in such contracts permitting senior officers to resign voluntarily during a
specified period following a change in control and receive a termination payment
up to three times their respective annual compensation could have an adverse
effect upon Dime or any successor institution following a change in control. As
these rights were vested during the term of
21
<PAGE> 24
the senior officers' existing contracts, the Board concluded that it would be
considerably less expensive to offer these officers a current payment in
exchange for the waiver of these rights than if Dime or a successor had to make
full payment (or negotiate such relinquishment) following a change in control.
Accordingly, in early 1998, in exchange for the waiver of such rights, senior
officers were offered the right to purchase certain shares of restricted stock
(together with cash sufficient, net of taxes, to enable the officers to pay the
$1.00 per share purchase price of such restricted stock) equal in aggregate
value to one year's salary and target bonus. Such offers were accepted by each
of the executive officers named in the Summary Compensation Table, and the
restricted stock and cash grants made in connection therewith are reflected in
that table.
Each of Messrs. Toal, Burriesci, Munoz and Daras participates in the Key
Executive Life Insurance/ Death Benefit Plan of Dime Savings (the "Key Life
Plan"), which provides life insurance coverage during their employment generally
up to six times the sum of the named executive officer's base salary plus target
incentive amounts for the preceding year (three times such amount in the case of
Mr. Daras), for which the participant pays a scheduled premium. If the
participant terminates employment when eligible to "Retire" (for these purposes,
when the participant retires under the Retirement Plan or otherwise after
attaining age 55 and completing 5 years of service), the life insurance coverage
converts into the right to a death benefit in the same amount for each of the
named executive officers (67% of that amount for Mr. Daras), with no additional
contributions required by the participant. If the participant terminates
employment before he is eligible to Retire, the participant may continue life
insurance coverage until age 65 by paying the required premiums and, at that
age, can convert to such death benefit, to the extent such benefit has otherwise
vested. Vesting in the death benefit depends on service with Dime as a
participant in the Key Life Plan, with graded vesting over ten years and full
vesting upon retirement under the Retirement Plan or otherwise after attaining
age 55 and completing 5 years of service. Full vesting in the death benefit also
applies for certain participants (including all of the named executive officers)
in the event of certain "change in control" events, as defined in the Key Life
Plan, with other change in control events resulting in full vesting only if the
participant's service terminates involuntarily or after a reduction in salary or
a material downgrading in duties or responsibilities. For Mr. Toal and Mr.
Daras, full vesting occurred in connection with the merger of Dime Bancorp and
Anchor Bancorp.
In addition to the severance payments and benefits described above, awards
of stock options, restricted stock, and certain other stock-based awards to Dime
employees, including the named executive officers, will generally vest upon a
change in control of Dime.
22
<PAGE> 25
COMPARISON OF FIVE-YEAR RETURN TO STOCKHOLDERS
Set forth below is a line-graph presentation comparing, for the period
commencing on the market close on December 31, 1993 through and including
December 31, 1998, the yearly percentage change in Dime's cumulative total
stockholder return with the cumulative total return of the Standard & Poor's 500
Stock Index and the Standard & Poor's Financial Index.(1)
[Total Return Performance Graph]
<TABLE>
<CAPTION>
DIME BANCORP, INCORPORATED S&P 500 S&P FINANCIAL INDEX
-------------------------- ------- -------------------
<S> <C> <C> <C>
'1993' 100 100 100
'1994' 95.38 101.32 96.48
'1995' 143.08 139.39 147.85
'1996' 181.54 171.26 199.14
'1997' 374.57 228.42 294.09
'1998' 327.26 293.69 327.44
</TABLE>
(1) Assumes $100 invested on December 31, 1993 in each of Dime's common stock,
the S&P 500 Stock Index, and the S&P Financial Index. Total return assumes
reinvestment of dividends and other distributions.
CERTAIN TRANSACTIONS
Ira T. Wender, a director, is the sole owner of Ira T. Wender, P.C., which
has provided service as of counsel to the law firm of Patterson, Belknap, Webb &
Tyler LLP since January 1994. Patterson, Belknap, Webb & Tyler LLP provided
legal services to Dime in 1998 involving general corporate, commercial real
estate lending, litigation, executive compensation and employee benefit matters.
Dime has retained that firm to provide legal services during 1999 but cannot at
present reasonably estimate the amount of related legal fees to be incurred.
In January 1997, Dime Savings entered into an agreement with Teamwork
Management, Inc., a corporation wholly-owned by Richard W. Dalrymple, a director
of Dime, pursuant to which Teamwork Management provides Dime Savings with
certain executive recruiting services. It is currently contemplated that
additional recruiting assignments may be given by Dime Savings to Teamwork
Management in the future pursuant to this agreement as the need arises. However,
because the nature and amount of such additional assignments, if any, are not
currently known, Dime cannot at present reasonably estimate the amount of any
payments that may be made to Teamwork Management in consideration for such
future services.
23
<PAGE> 26
LOANS TO MANAGEMENT
Directors and officers of Dime and its associates were customers of and had
transactions, including loans, with Dime Savings in the ordinary course of
business during 1998. All of such loans were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with unaffiliated persons (except that Dime Savings'
policy is to waive certain closing costs with respect to mortgage loans made to
employees), and none of such transactions involved more than the normal risk of
collectability or presented other unfavorable features.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Dime Bancorp's directors and specified officers to file reports of ownership and
changes in ownership of their equity securities of Dime Bancorp with the
Securities and Exchange Commission and the New York Stock Exchange and to
furnish Dime Bancorp with copies of all such reports.
Based solely upon a review of the copies of these Form 3, 4, and 5 reports
and amendments thereto received by Dime Bancorp, and certain written
representations received from such persons, Dime believes that all applicable
filing requirements were complied with for 1998, and Dime does not know of any
such persons who may have failed to file on a timely basis any required form,
except as follows: John Morning, a director of Dime, did not timely file a Form
4 reflecting the exercise of an option to purchase 2,500 shares of Dime's common
stock on February 11, 1998; and Paul A. Qualben, a director of Dime, did not
timely file a Form 4 reflecting the exercise of an option to purchase 3,000
shares of Dime's common stock on June 2, 1998.
24
<PAGE> 27
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of January 31, 1999 (except
as noted below) as to Dime's common stock owned by (a) each of Dime Bancorp's
current directors, (b) each of the named executive officers, (c) all of Dime
Bancorp's directors and executive officers as a group, and (d) each person who,
to Dime Bancorp's knowledge, beneficially owned more than 5% of Dime's
outstanding common stock.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER PERCENT OF
(AND ADDRESS OF OWNERS OF SHARES OF COMMON STOCK OUTSTANDING
MORE THAN 5%) BENEFICIALLY OWNED(1) COMMON STOCK
- ------------------------- ---------------------- ------------
<S> <C> <C>
Lawrence J. Toal....................................... 655,034(2) *
Derrick D. Cephas...................................... 5,500 *
Frederick C. Chen...................................... 18,360 *
J. Barclay Collins II.................................. 5,500 *
Richard W. Dalrymple................................... 32,049(3) *
James F. Fulton........................................ 9,662(4) *
Sally Hernandez-Pinero................................. 2,600 *
Fred B. Koons.......................................... 80,429 *
Virginia M. Kopp....................................... 13,745(5) *
James M. Large, Jr..................................... 403,776 *
John Morning........................................... 9,405 *
Margaret Osmer-McQuade................................. 25,488(6) *
Dr. Paul A. Qualben.................................... 28,506 *
Eugene G. Schulz, Jr................................... 15,658 *
Howard Smith........................................... 54,500 *
Dr. Norman R. Smith.................................... 5,500 *
Ira T. Wender.......................................... 21,375 *
Anthony R. Burriesci................................... 133,153 *
Carlos R. Munoz........................................ 77,683 *
D. James Daras......................................... 151,206(3)(7) *
FMR Corp. ............................................. 7,359,904(8) 6.61%
82 Devonshire Street
Boston, MA 02109
All directors and executive officers as a group (23
persons)............................................. 1,978,510(3) 1.77%
</TABLE>
- ---------------
* Less than 1%.
(1) The directors, nominees, executive officers, and group named in the table
above have sole or shared voting power or investment power with respect to
the shares listed in the table. Certain of such shares are restricted stock
that may be subject to repurchase by Dime Bancorp under certain
circumstances. The share amounts listed include shares of Dime's common
stock that the following persons have the right to acquire within 60 days
from January 31, 1999: Lawrence J. Toal, 448,658; James M. Large, Jr.,
253,834; each of Derrick D. Cephas, J. Barclay Collins II, Richard W.
Dalrymple, Eugene G. Schulz, Jr., Howard Smith, and Norman R. Smith, 3,500;
each of Frederick C. Chen, James F. Fulton, Sally Hernandez-Pinero, Virginia
M. Kopp, John Morning, Margaret Osmer-McQuade, Paul A. Qualben and Ira T.
Wender, 500; Fred B. Koons, 28,899; Anthony R. Burriesci, 72,233; Carlos R.
Munoz, 41,333; D. James Daras, 113,164; and all current directors and
executive officers as a group, 1,129,671.
(2) Includes 334 shares held by Mr. Toal's spouse, as to which he disclaims
beneficial ownership.
(3) Includes shares held by the Trustee of Dime's 401(k) plan with respect to
the account of the individual or certain members of the group based on
reports dated as of December 31, 1998.
(4) Includes an aggregate of 832 shares owned by or in trust for Mr. Fulton's
spouse, as to which he disclaims beneficial ownership.
(5) Includes an aggregate of 3,000 shares owned by or in trust for Mrs. Kopp's
spouse, as to which she disclaims beneficial ownership.
(6) Includes 7,000 shares owned in trust for Ms. Osmer-McQuade's spouse, as to
which she disclaims beneficial ownership.
(7) Includes 2,100 shares owned in trust for Mr. Daras' spouse, as to which he
disclaims beneficial ownership.
25
<PAGE> 28
(8) The information as to FMR Corp. is derived from a Schedule 13G, dated
February 1, 1999, filed by FMR, Edward C. Johnson 3d, and Abigail P. Johnson
(together with FMR and Edward Johnson, the "Reporting Person"), which states
that, as of December 31, 1998, the Reporting Person, through certain of its
affiliates, had sole voting power with regard to 457,400 of the shares
indicated above, shared voting power with regard to none of such shares,
sole dispositive power with regard to 7,359,904 of such shares, and shared
dispositive power with regard to none of such shares. The Schedule 13G also
states that the shares indicated above include 276,570 shares beneficially
owned by Fidelity International Limited, as to which FMR disclaims
beneficial ownership.
PROPOSAL 2:
AMENDMENT TO THE DIME BANCORP, INC.
1993 EMPLOYEE STOCK PURCHASE PLAN
Subject to the approval of stockholders at the annual meeting, the Dime
Bancorp, Inc. 1993 Employee Stock Purchase Plan has been amended in order to
increase the number of shares of Dime's common stock available under the plan.
The proposed plan amendment is described more fully below. In addition, the
remaining provisions of the Employee Stock Purchase Plan are also summarized
below.
PURPOSE OF THE EMPLOYEE STOCK PURCHASE PLAN
The Employee Stock Purchase Plan is intended to provide eligible employees
of Dime Bancorp and participating subsidiaries an opportunity to purchase shares
of Dime's common stock. The Board of Directors believes that providing employees
with an opportunity to purchase shares of Dime's common stock through the
Employee Stock Purchase Plan increases their interest in the growth and
continued success of Dime. The plan is intended to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code.
Under the Employee Stock Purchase Plan, eligible employees are offered the
right to elect to purchase Dime's common stock during a purchase period not to
exceed twelve months. The Compensation Committee determines the number of shares
that will be available to each participant pursuant to an offering and
establishes a period during which an eligible employee may elect to purchase
shares under the Employee Stock Purchase Plan (referred to as the election
period), the periods during which payment for those shares may occur, and the
method of payment for the shares to be purchased.
Generally, all full-time employees of Dime Bancorp and participating
subsidiaries whose customary employment exceeds 20 hours per week and five
months per calendar year and who have been employed at least 90 days at the
commencement of the purchase period are eligible to participate in an offering
under the Employee Stock Purchase Plan. During the 1998 election period, the
number of employees who were eligible to participate in the Employee Stock
Purchase Plan was approximately 5,500. The approximate number of employees
expected to be eligible to participate in the Employee Stock Purchase Plan at
the commencement of the 1999 purchase period is 7,000.
When the Employee Stock Purchase Plan was approved by Dime's stockholders
at the 1993 annual meeting, 1,000,000 shares of Dime's common stock were
authorized to be issued under the Employee Stock Purchase Plan. Through the end
of the 1997 purchase period, a total of 362,559 shares had been purchased under
the Employee Stock Purchase Plan. During the election period for the 1998
offering (which ends on March 31, 1999), eligible employees subscribed to
purchase an additional 366,431 shares under the plan. The Compensation Committee
currently estimates that eligible employees will elect to purchase approximately
450,000 shares of Dime's common stock during each of the 1999 and 2000 election
periods. Thus, in order to be able to continue the Employee Stock Purchase Plan,
the Board of Directors is recommending that the stockholders approve an increase
in the number of available shares of common stock under the Employee Stock
Purchase Plan by 2,000,000, or 1.8% of the Dime's outstanding shares as of
January 31, 1999. The Compensation Committee will continue to have authority to
adjust the number or kind of shares that may be made available for purchase
under the Employee Stock Purchase Plan and the price per share in the case of
certain changes in Dime's common stock, such as by reason of a stock dividend,
recapitalization, reorganization, merger, or consolidation.
26
<PAGE> 29
The amended Employee Stock Purchase Plan continues to provide that the
purchase price for each share of Dime's common stock to be purchased under the
plan will be established by the Compensation Committee, but will not be less
than 85%, or more than 100%, of the "fair market value" of such stock (which is
defined under the plan to be the closing price of Dime's common stock as
reported on the New York Stock Exchange Composite Transaction Reporting System)
on the first day of a purchase period. (To date, the Compensation Committee has
set the purchase price for shares of Dime's common stock under the Employee
Stock Purchase Plan at less than 100% of the fair market value of such stock at
the start of the purchase period only in 1994 (85%), which was the first
offering under the plan.) Participants will, if permitted, continue to be able
to elect to pay for the shares purchased by means of payroll deductions, a lump
sum payment or through a "cashless exercise" program, whereby shares elected to
be purchased by a participant are sold with the proceeds contemporaneously
applied to the purchase price. In general, a participant will continue to be
able to cancel a purchase authorization at any time up to the fifth business day
prior to the end of the purchase period (unless the participant has elected to
utilize the cashless exercise program, if offered).
The amended Employee Stock Purchase Plan continues to provide that no
employee's rights to purchase shares may accrue at an annual rate greater than
$25,000 in fair market value of Dime's common stock (determined as of the
beginning of each purchase period) in any calendar year. The number of shares
made available for purchase under an offering will be the same for all eligible
employees or will be based upon a uniform relationship to the annual rate of
regular basic compensation of each employee as determined by the Compensation
Committee.
It is expected that no federal taxable income should be recognized by
participants in the plan at the time the right to purchase shares of Dime common
stock is granted or when such right is exercised. Except in the case of certain
disqualifying dispositions by a participant of stock purchased under the
Employee Stock Purchase Plan, Dime will not be entitled to a federal income tax
deduction upon a participant's exercise of the right to purchase shares of
Dime's common stock under the plan. In addition, if a cashless exercise program
involving sales of shares is used, the participant, at the time such shares are
purchased and sold, will recognize ordinary income equal to the excess, if any,
of the fair market value of the shares at the beginning of the purchase period
over the purchase price paid for the shares. Dime will generally be entitled, in
such instance, to an income tax deduction equal to the amount of income
recognized by the participant.
The amended Employee Stock Purchase Plan will continue to provide that it
may be amended, discontinued, or terminated at any time by the Board of
Directors, except that the maximum number of shares that may be offered to
eligible employees may not be increased without the approval of the
stockholders. The Board's amendment authority is also held by the Compensation
Committee. In addition, the Benefits Committee of Dime Bancorp has authority (to
the extent such authority does not adversely affect compliance with Section
16(b) of the Securities Exchange Act of 1934) to make necessary or appropriate
amendments to the Employee Stock Purchase Plan to facilitate the administration,
management, or interpretation of the plan, so long as such amendment does not
materially increase the cost to Dime of maintaining the plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE PROPOSED AMENDMENT TO THE DIME BANCORP, INC. 1993 EMPLOYEE
STOCK PURCHASE PLAN AS SET FORTH IN PROPOSAL 2. THE AFFIRMATIVE VOTE OF A
MAJORITY OF THE VOTES PRESENT, IN PERSON OR BY PROXY, AT THE ANNUAL MEETING IS
REQUIRED TO APPROVE PROPOSAL 2.
27
<PAGE> 30
PROPOSAL 3:
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP, certified public accountants, audited Dime's consolidated
financial statements for the fiscal year ended December 31, 1998, for which it
was paid $638,950. The Board of Directors has appointed KPMG LLP to continue to
audit Dime's consolidated financial statements for the fiscal year ending
December 31, 1999 and recommends that stockholders vote FOR ratification of such
appointment.
It is expected that representatives of KPMG LLP will be present at the
annual meeting and will have an opportunity to make a statement if they desire
to do so. Such representatives are expected to be available to respond to
appropriate questions from stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCK HOLDERS VOTE
FOR THE RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS.
2000 ANNUAL MEETING STOCKHOLDER PROPOSALS
In order to be considered for inclusion in Dime Bancorp's proxy statement
for the annual meeting of stockholders to be held in 2000, all stockholder
proposals must be submitted to the Secretary of Dime Bancorp at its offices at
589 Fifth Avenue, New York, New York 10017, on or before December 2, 1999. Under
Dime Bancorp's By-laws, stockholder nominations for director and stockholder
proposals not included in Dime Bancorp's 2000 proxy statement, in order to be
considered for possible action by stockholders at the 2000 annual meeting of
stockholders, must be submitted to the Secretary of Dime Bancorp, at the address
set forth above, not less than 60 nor more than 90 days in advance of March 31,
2000. In addition, stockholder nominations and stockholder proposals must meet
other applicable criteria set forth in the By-laws of Dime Bancorp in order to
be considered at the 2000 annual meeting.
The Board of Directors will review any stockholder proposals that are filed
as required and will determine whether such proposals meet applicable criteria
for consideration at the 2000 annual meeting.
OTHER MATTERS
The Board of Directors does not know of any other matters that are likely
to be brought before the annual meeting. If any other matters, not now known,
properly come before the meeting or any adjournments, the persons named in the
enclosed proxy card, or their substitutes, will vote the proxy in accordance
with their judgment on such matters. Under the By-laws of Dime Bancorp, no new
business or proposals submitted by stockholders shall be acted upon at the
annual meeting unless such business or proposal was stated in writing and filed
with the Secretary of Dime Bancorp not earlier than December 31, 1998 and not
later than January 30, 1999. No new business or proposals were submitted within
this time period.
SOLICITATION AND EXPENSES
All costs in connection with the solicitation of the enclosed proxy will be
paid by Dime. Dime has retained Georgeson & Company Inc., a professional proxy
solicitation firm, to assist in the solicitation of proxies for a fee of $7,000,
plus reimbursement of expenses.
28
<PAGE> 31
In addition to the solicitation of proxies by mail, proxies may be
solicited by directors and officers of Dime, by personal interview, telephone,
telegraph and mail. Brokerage houses, banks and other fiduciaries will be
requested to forward the soliciting material to their principals and obtain
authorization for the execution of proxies and will be reimbursed for their
reasonable out-of-pocket expenses.
DIME BANCORP, INC.
/s/ Gene C. Brooks
Gene C. Brooks
Secretary
Dated: March 31, 1999
29
<PAGE> 32
DETACH HERE
- -------------------------------------------------------------------------------
REVOCABLE PROXY
DIME BANCORP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1999 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Lawrence J. Toal, James E. Kelly and Gene C.
Brooks as proxies, severally, each with the power to appoint a substitute, and
hereby authorizes them to represent and to vote all the shares of Common Stock
of Dime Bancorp, Inc. held of record by the undersigned on March 5, 1999 as
directed and, in their discretion, on all other matters that may properly come
before the Annual Meeting of Stockholders to be held on April 29, 1999 and any
adjournments.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR EACH OF THE
NOMINEES FOR ELECTION AS DIRECTOR NAMED BELOW AND IN FAVOR OF PROPOSAL 2 AND
PROPOSAL 3 LISTED ON THE REVERSE SIDE.
Your vote for or against the election of the entire state of nominees for
director may be indicated on the reverse side. The nominees are:
Derrick D. Cephas, Richard W. Dalrymple, Fred B. Koons, Margaret Osmer-McQuade,
Howard Smith and Ira T. Wender.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THEIR NAME(S) ON THE LINE PROVIDED ON THE REVERSE SIDE.
- ----------- -----------
SEE REVERSE TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE> 33
DIME BANCORP, INC.
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
Dear Stockholder:
Dime Bancorp, Inc. encourages you to take advantage of convenient ways by which
you can vote your shares. You can vote your shares electronically by telephone
or through the Internet. This eliminates the need to return the proxy card.
TO VOTE BY TELEPHONE:
- - Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). For stockholders
residing outside the United States call collect on a touch-tone phone
1-201-536-8073.
- - Enter your 14-digit Voter Control Number located on your proxy card above your
name.
- - Follow the recorded instructions.
TO VOTE BY INTERNET:
- - Go to the Website http://www.eproxyvote.com/dme
- - Enter your 14-digit Voter Control Number located on your proxy card above your
name.
- - Follow the instructions provided.
Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned your proxy card.
If you choose to vote your shares electronically, there is no need for you to
mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
DETACH HERE
<TABLE>
<S> <C>
Please mark
[X] votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2,
AND 3.
1. Election of Directors. (vote regarding entire slate) FOR AGAINST ABSTAIN
Nominees: (01) Derrick D. Cephas, (02) Richard W. 2. Approval of an amendment to the [ ] [ ] [ ]
Dalrymple, (03) Fred B. Koons, (04) Margaret Dime Bancorp, Inc. 1993 Employee
Osmer-McQuade, (05) Howard Smith and Stock Purchase Plan.
(06) Ira T. Wender
3. Ratification of Independent [ ] [ ] [ ]
Public Accountants.
FOR WITHHELD
ALL [ ] [ ] FROM ALL IF MULTIPLE COPIES OF STOCKHOLDER REPORTS ARE BEING [ ]
NOMINEES NOMINEES RECEIVED AT THIS ADDRESS, MARK HERE IF YOU WOULD LIKE TO
DISCONTINUE MAILING TO THIS ACCOUNT. (NOTE: AT LEAST ONE
STOCKHOLDER REPORT MUST BE MAILED.)
[ ] ____________________________________________ MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign, date, and return this card promptly in the enclosed
envelope. Please sign exactly as your name appears hereon. When
shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign
full corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by authorized
person.
Signature:___________________________________ Date:_________ Signature:___________________________________ Date:_________
</TABLE>
