<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 1999
------------------
Dime Bancorp, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 001-13094 11-3197414
- ---------------------------- ------------ -------------------
(State or Other Jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
589 Fifth Avenue
New York, New York 10017
- --------------------------------------- --------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 326-6170
--------------
Not applicable
------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events.
On September 15, 1999, Dime Bancorp, Inc. (the "Registrant")
issued the following press release, together with certain related materials
relevant to the merger of equals between Hudson United Bancorp and the
Registrant:
FOR IMMEDIATE RELEASE
DIME BANCORP AND HUDSON UNITED BANCORP
ANNOUNCE MERGER OF EQUALS
TO CREATE LARGEST INDEPENDENT MID-ATLANTIC REGIONAL BANK
New York, NY and Mahwah, NJ -- September 15, 1999 -- Dime Bancorp, Inc.
(NYSE:DME) and Hudson United Bancorp (NYSE:HU) today announced that they signed
a definitive agreement to merge in a transaction valued at $3.6 billion. The
agreement provides for the combined company to be known as Dime United Bancorp,
Inc., a bank holding company registered with the Federal Reserve System. The
principal subsidiary will be a commercial bank, to be known as DimeBank.
The merger of equals will create the Mid-Atlantic's largest independent
regional bank with over 330 branches in New York, New Jersey, Connecticut and
Pennsylvania. The combined company, including pending acquisitions, will have
assets of more than $32 billion and deposits of approximately $22 billion, and
will provide a full range of consumer financial services, including insurance,
securities brokerage and consumer lending, as well as commercial banking
services that include general and specialized lending, cash management, and
trade financing, along with mortgage banking and private label credit card
programs.
Under the terms of the agreement, Dime shareholders will receive 0.585
share of Dime United per Dime share. Shareholders of Hudson United will continue
to hold one share of Dime United for each Hudson United share. The transaction
will be tax-free to both companies' shareholders. The transaction, which has
been approved by the Boards of Directors of both companies, is currently
expected to close during the first quarter of 2000, subject to certain
conditions, including shareholder and regulatory approvals.
Lawrence J. Toal, Chairman and Chief Executive Officer of Dime, will be
Chairman and Chief Executive Officer of Dime United and DimeBank. Kenneth T.
Neilson, currently Chairman, President, and Chief Executive Officer of Hudson
United, will serve as President and Chief Operating
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<PAGE> 3
Officer of the holding company and the bank. Mr. Neilson is scheduled to become
Chairman and Chief Executive Officer of both entities on January 1, 2003.
Mr. Toal said, "This transaction builds on the strengths of two
successful companies to create a powerful commercial bank with a significant
presence in four attractive states and a national product distribution platform.
Consistent with the strategies of both companies, Dime United will have a
well-balanced and diverse mix of businesses. At the same time, Dime United will
continue the two companies' tradition of community commitment and investment.
Importantly, this transaction affords the shareholders of both companies a
significant interest in the largest independent regional bank in the
Mid-Atlantic states."
Mr. Neilson said, "Hudson United has a demonstrated record of building
value through strategic acquisitions and a core competency of merger
integration, while Dime managed one of the industry's most successful mergers of
equals as well as several subsequent acquisitions. Both companies have an
operating philosophy that puts the customer first and a business philosophy that
puts the shareholder first. As a result, we confidently look forward to sharing
the best practices of each company to forge DimeBank."
Mr. Toal added, "We're truly excited about the potential of Dime
United. We are creating a contiguous branch network extending from southern New
Jersey and the Philadelphia metropolitan area through the greater New York
City/northern New Jersey metropolitan area and the lower Hudson Valley and into
Connecticut. We will have significant market share in attractive and densely
populated markets, while our business model will be better balanced with
diversified revenue streams. The larger, stronger Dime United will have the
ability to execute more efficient marketing strategies, invest more heavily in
products and services, implement new technologies and take advantage of
strategic opportunities as they arise. Very simply, this is the right
transaction at the right time."
Mr. Neilson commented, "The combination of Dime and Hudson United is
founded on strong fundamentals. It is financially very attractive even without
the benefit of the revenue opportunities that we have identified. Our collective
merger and acquisition experience and compatible commercial bank philosophy
minimize execution risk. We have identified a talented and experienced
management team. We have a common commitment to operating an efficient and
productive franchise. And, with an expanded product line and greater scale in a
broad range of businesses, Dime United will be able to better serve our
customers and communities, while providing our employees with increased
opportunities in a larger, stronger company."
Mr. Toal said, "Dime United will have the resources to compete
effectively as a top-tier regional bank in attracting new business, while
offering its more than one million current customers a complete range of
consumer and commercial financial services. Consumers will enjoy the convenience
of broad branch and proprietary ATM access, while commercial customers will be
offered an even more comprehensive product set. In addition, Dime United will be
able to further leverage the distribution capabilities of Dime's North American
Mortgage subsidiary."
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<PAGE> 4
Following the transaction, which will be accounted for on a pooling of
interests basis, Dime shareholders will own 56% of the combined company and
Hudson United shareholders will own 44%. Dime shareholders will receive the
materials to permit the exchange of their old stock certificates following
completion of the merger. Hudson United shareholders are not expected to be
required to exchange their stock certificates. After the closing, it is expected
that Dime United will pay cash dividends at an annual rate of $1.00 per common
share, when, as, and if declared by its Board. This approximates a continuation
of the current dividend paid on Hudson United shares and, adjusted for the
exchange ratio, an increase of 144% on the current dividend paid on Dime shares.
On a pro forma basis, and including Dime's and Hudson United's
announced acquisitions, the combined company in the second quarter of 1999 would
have generated net income of approximately $360 million on an annualized basis
and at June 30, 1999 would have had total assets of approximately $32 billion
and total deposits of $22 billion. The combined market capitalization of Dime
United will be approximately $3.6 billion. Following the close of the
transaction, Dime United's Board of Directors will have 25 members, including 13
directors from the current Dime Board and 12 directors from the current Hudson
United Board.
In connection with the transaction, The Dime Savings Bank of New York,
FSB will be combined into Hudson United Bank, a New Jersey state-chartered
commercial bank. The executive offices of Dime United will be in New York City
and the headquarters of DimeBank will be in Mahwah, NJ. The companies have
identified expense reductions totaling $78 million, representing 14% of the
combined companies expenses, excluding the expense base of Dime's North American
Mortgage subsidiary. The companies said they expected relatively few branch
consolidations or closings.
In connection with the merger agreement, Dime and Hudson United have
each granted the other a customary option to purchase 19.9% of its outstanding
common stock under limited circumstances.
Dime Bancorp, Inc. is the parent company of The Dime Savings Bank of
New York, FSB (www.dime.com), a regional bank serving consumers and businesses
throughout the greater New York City metropolitan area. Directly and through its
mortgage banking subsidiary, North American Mortgage Company (www.namc.com),
Dime also provides mortgage banking services, consumer loans, and insurance
products throughout the United States. Including announced acquisitions, Dime
has 128 branches in the greater New York City metropolitan area, deposits of $15
billion and assets of $23 billion.
Hudson United Bancorp (www.hudsonunitedbank.com) is the multi-state
bank holding company for Hudson United Bank, a commercial bank with 170 offices
in New Jersey, New York and Connecticut. With pending acquisitions, Hudson
United will expand its franchise into Pennsylvania and southern New Jersey and
have total assets of $10 billion and deposits of $7 billion, with 206 branches.
-4-
<PAGE> 5
This press release contains certain statements regarding Dime Bancorp,
Inc., Hudson United Bancorp and Dime United Bancorp, Inc. following the
completion of the merger of equals discussed herein, including strategies, plans
and objectives, as well as estimates and statements based on underlying
estimates of future financial condition, performance and operating efficiencies
on a pro forma basis and cost savings and revenue enhancements and accretion to
reported earnings that will be realized from the merger. These statements and
estimates constitute forward-looking statements, which involve significant risks
and uncertainties. A variety of factors could cause actual results and
experience to differ materially from the anticipated results or other
expectations expressed in such forward-looking statements. Factors that might
cause such a difference include, but are not limited to, risks and uncertainties
related to the consummation of the merger, including the realization of expected
cost savings from the merger; realization of the level of revenues following the
merger; integration costs or difficulties; competition from both financial and
non-financial institutions; changes in interest rates, deposit flows, loan
demand and real estate values; changes in legislation or regulation; changes in
accounting principles, policies or guidelines; the timing and occurrence (or
non-occurrence) of transactions and events that may be subject to circumstances
beyond the control of Dime or Hudson United; and other economic, competitive,
governmental, regulatory and technological factors affecting Dime, Hudson
United, or Dime United, specifically, or the banking industry or economy
generally. Neither Dime nor Hudson United assumes any obligation to update these
forward-looking statements or to update the reasons why actual results could
differ from those projected in the forward-looking statements.
CONTACTS:
At Hudson United At Dime Bancorp
Kenneth T. Neilson Franklin L. Wright
Chairman, President and CEO EVP - Investor Relations
201-236-2631 212-326-6170
D. Lynn Van Borkulo-Nuzzo, Esq.
EVP - Corporate Secretary
201-236-2641
Susan M. Staudmyer
EVP - Retail Banking
201-236-2641
Richard Edmonds
Torrence/PTNY
212-521-5212
A copy of certain presentation materials is attached hereto as an
exhibit and incorporated herein by reference.
-5-
<PAGE> 6
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) - (b) Not applicable.
(c) Exhibits Required by Item 601 of Regulation S-K
Exhibit Number Description
-------------- -----------
99.1 Presentation materials, dated September 15,
1999, regarding the merger of equals of
Hudson United Bancorp and the Registrant.
-6-
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
DIME BANCORP, INC.
By: /s/ Anthony Burriesci
----------------------------------
Name: Anthony Burriesci
Title: Chief Financial Officer
Date: September 15, 1999
-7-
<PAGE> 8
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 Presentation materials, dated September 15, 1999,
relating to the proposed merger of equals of Hudson
United Bancorp and Dime Bancorp, Inc.
-8-
<PAGE> 1
DIME UNITED
CREATING THE MID-ATLANTIC'S PREMIER
REGIONAL BANK
September 15, 1999
MERGER OF EQUALS
DIME. HUDSON UNITED BANK HUB
<PAGE> 2
FORWARD LOOKING STATEMENT
- - This presentation contains certain statements regarding Dime Bancorp, Inc.,
Hudson United Bancorp and Dime United Bancorp, Inc. following the
completion of the merger of equals discussed herein, including strategies,
plans and objectives, as well as estimates and statements based on
underlying estimates of future financial condition, performance and
operating efficiencies on a pro forma basis and cost savings and revenue
enhancements and accretion to reported earnings that will be realized from
the merger.
- - These statements and estimates constitute forward-looking statements
(within the meaning of the Private Securities Litigation Reform Act of
1995), which involve significant risks and uncertainties. A variety of
factors could cause actual results and experience to differ materially from
the anticipated results or other expectations expressed in such
forward-looking statements.
- - Factors that might cause such a difference include, but are not limited to,
risks and uncertainties related to the consummation of the merger,
including the realization of expected cost savings from the merger;
realization of the level of revenues following the merger; integration
costs or difficulties; competition from both financial and non-financial
institutions; changes in interest rates, deposit flows, loan demand and
real estate values; changes in legislation or regulation; changes in
accounting principles, policies or guidelines; the timing and occurrence
(or non-occurrence) of transactions and events that may be subject to
circumstances beyond the control of Dime or Hudson United; and other
economic, competitive, governmental, regulatory and technological factors
affecting Dime, Hudson United or Dime United, specifically or the banking
industry or economy generally.
- - Neither Dime or Hudson United assumes any obligation to update these
forward-looking statements or to update the reasons why actual results
could differ from those projected in the forward-looking statements.
DIME. HUDSON UNITED BANK HUB
<PAGE> 3
TRANSACTION OVERVIEW
<TABLE>
<S> <C>
Transaction Structure: Merger of Equals
Name: Dime United Bancorp, Inc. (Bank Holding Company)
Principal Subsidiary: DimeBank (Commercial bank)
Headquarters: Corporate HQ - New York City
Bank HQ - Mahwah, NJ
Board of Directors: 13 Dime / 12 Hudson United
Management: Larry Toal - Chairman & CEO until 12/31/02
Ken Neilson - President & COO
Tony Burriesci - Chief Financial Officer
John McIlwain - Chief Credit Officer
Rich Mirro - Mortgage Banking Executive
Tom Shara - Commercial Lending Executive
CEO Succession: Ken Neilson to succeed Larry Toal on 1/1/03
NYSE Ticker Symbol: DU - to be applied for
</TABLE>
DIME. HUDSON UNITED BANK HUB
<PAGE> 4
TRANSACTION OVERVIEW
<TABLE>
<S> <C>
Fixed Exchange Ratio: Market based exchange ratio
0.585 - Dime United share per DME share
1.000 - Dime United share per HU share
Dividends: $1.00 per share annually (Implied Yield - 3.2%)
Accounting Treatment: Pooling of interests
Tax free exchange
Option Agreements: 19.9% cross-options granted at market
Anticipated Closing: 1Q 2000
Pro Forma Ownership: 56% Dime / 44% Hudson United
Due Diligence: Completed; including Y2K
</TABLE>
DIME. HUDSON UNITED BANK HUB
<PAGE> 5
TRANSACTION RATIONALE -- DIME UNITED
DIME HUDSON UNITED
- - Accelerates transformation - Generates substantial EPS
to commercial bank accretion
- - Dramatically expands - Expansion into New York
geographic footprint metro small business market
- - Balances and diversifies - Provides scale and critical
earnings composition mass
- - Potential for multiple - Strong retail brand identity
expansion
GENERATES SUBSTANTIAL SHAREHOLDER VALUE
DIME. HUDSON UNITED BANK HUB
<PAGE> 6
MID-ATLANTIC'S PREMIER REGIONAL BANK
* Concentration in the nation's most affluent markets:
- Largest independent and 5th largest Mid-Atlantic regional bank
- Contiguous branch system in 4 state region from Philadelphia to
Hartford
- Over 1 million retail and approx. 100,000 commercial customers in
region
* A regional banking franchise with unique characteristics:
- Breadth of products required to compete with super-regionals
- Profitability statistics superior to regional peer group
- Diversified business mix and revenue streams
* A unique investment opportunity:
- Superior franchise in attractive markets -- national distribution
capabilities
- Transaction economics based on conservative merger assumptions
- Opportunity for significant revenue enhancements not taken into
account
- Significant upside potential when compared to peers
DIME. HUDSON UNITED BANK HUB
<PAGE> 7
AN EXPERIENCED BANK MANAGEMENT TEAM
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
YEARS OF
COMMERCIAL BANKING EXPERIENCE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Larry Toal Chairman & CEO 26
Ken Neilson President & COO 29
Tony Burriesci Chief Financial Officer 26
John McIlwain Chief Credit Officer 35
Rich Mirro Mortgage Banking Executive 20
Tom Shara Commercial Lending Executive 18
- -----------------------------------------------------------------------------------------------------------
</TABLE>
DIME. HUDSON UNITED BANK HUB
<PAGE> 8
LOW RISK TRANSACTION
* All the tough decisions have been made:
- Social issues have been decided
- Key senior management identified
* Management uniquely positioned to execute transaction:
- Dime/Anchor - one of the industry's most successful MOEs
- Successful merger integration a core competency at both companies
* Transaction based on conservative assumptions:
- Superior economics consistent with no premium merger
- Cost savings identified
- No revenue enhancements assumed
- Customer attrition risk mitigated by complementary branch networks
* Good cultural fit:
- Both companies committed to high-performing commercial bank
profitability
- Community-based consumer and commercial banking strategy
DIME. HUDSON UNITED BANK HUB
<PAGE> 9
DIME UNITED FINANCIAL TARGETS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
PRO FORMA (1) GOALS PEER GROUP (2)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Interest Margin 3.38% 4.00%+ 3.96%
Efficiency Ratio 44% less than 45% 48%
ROA 1.35% 1.50%+ 1.48%
ROE 20.0% 20.0%+ 17.7%
EPS Growth - 12%+ 10.1%
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) Including synergies and pro forma for pending acquisitions.
(2) Peer group includes Associated, M&T, North Fork and Summit pro forma for
all announced acquisitions.
DIME. HUDSON UNITED BANK HUB
<PAGE> 10
PROFILE OF COMBINING
BANKS
<PAGE> 11
OVERVIEW OF DIME
WITH $23 BILLION IN ASSETS, DIME IS THE LARGEST THRIFT HEADQUARTERED IN NEW YORK
CITY:
- Successfully transitioning towards commercial banking product
mix/profitability
- Improved net interest margin from 2.51% in 4Q97 to over 3.00% (est.) in
3Q99
- Reduced residential loan concentration significantly; 76% of total loans
at year end 1997 to below 60% at year end 1999
- High performing mortgage banking operation
- Demonstrated ability to grow core deposits
[DOWNWARDS POINTING ARROW]
<TABLE>
<CAPTION>
EPS ROA ROE
<S> <C> <C>
Over 22% CAGR 1.15% 16.7%
since 1996
</TABLE>
DIME. HUDSON UNITED BANK HUB
<PAGE> 12
OVERVIEW OF HUDSON UNITED
WITH $9.7 BILLION IN ASSETS, HUDSON UNITED IS THE SECOND LARGEST BANK
HEADQUARTERED IN NEW JERSEY:
- 206 branches in the four state region of NJ, PA, CT and NY
- Increased assets from $1.4 billion to $9.7 billion through 23
acquisitions over the past 5 years
- Positioned itself as the alternative to super-regional banks by
committing to superior customer service
- Financial results have been consistently strong and improving with
low cost deposit funding (2.62%), superior net interest margin
(4.15%), cost control (47.4% efficiency ratio), and EPS growth (12%
over past 5 years)
[DOWNWARDS POINTING ARROW]
<TABLE>
<CAPTION>
EPS ROA ROE
<S> <C> <C>
12% CAGR 1.45% 23.3%
over 5 years
</TABLE>
[DIME LOGO] HUDSON UNITED BANK HUB
<PAGE> 13
OVERVIEW OF DIME UNITED
(DOLLARS IN BILLIONS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
DIME UNITED
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
MARKET CAP. $ 3.6
COMBINED BALANCE SHEET DATA:(1)
Gross Loans $19.4
Assets 32.5
Deposits 21.7
Common Equity 2.0
PROFITABILITY STATISTICS:(2)
Net Interest Margin(3) 3.38%
Fee Income / Total Revenue 33.6
Efficiency Ratio 44.2
Return on Avg. Assets 1.35
Return on Avg. Equity 20.0
Cash ROAA 1.45
Cash ROAE 28.1
TOTAL BRANCHES 334
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pro forma as of June 30, 1999, including all pending acquisitions.
(2) Pro forma with full phase-in of synergies.
(3) Pro forma for all announced acquisitions.
[DIME LOGO] [HUDSON UNITED BANK HUB]
<PAGE> 14
CREATING THE MID-
ATLANTIC'S PREMIER
REGIONAL BANK
<PAGE> 15
MID-ATLANTIC'S PREMIER REGIONAL BANK
DIME UNITED RANKS AS THE 5TH LARGEST REGIONAL BANK IN MID-ATLANTIC:
- Largest independent regional bank in the marketplace
TOP MID-ATLANTIC REGIONALS(1)
(DOLLARS IN BILLIONS)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
REGIONAL MARKET
RANK INSTITUTION DEPOSITS(2) BRANCHES(2) SHARE MARKET CAP(3)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 First Union $49.0 779 11.5% $39.2
2 Fleet Boston 35.3 572 8.3 34.4
3 Bank of New York 26.5 354 6.3 26.5
4 HSBC 23.7 233 5.6 -
- ---------------------------------------------------------------------------------------------
5 DIME UNITED PRO FORMA 22.3 334 5.2 3.6
- ---------------------------------------------------------------------------------------------
6 Summit 21.6 413 5.1 5.9
7 PNC 18.3 347 4.3 15.7
8 GreenPoint 11.0 73 2.6 2.6
9 Sovereign 10.7 221 2.5 1.8
10 Astoria Financial 9.6 92 2.3 1.7
11 North Fork 9.2 159 2.2 3.4
12 Mellon 7.9 138 1.9 17.4
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Defined as CT, NJ, NY Metropolitan Area and Chester, Delaware, Montgomery
and Philadelphia counties in PA. Excludes money center banks.
(2) Within region, as of June 30, 1998, as reported by SNL, pro forma for all
pending acquisitions.
(3) On a pro forma basis including pending acquisitions as of September 14,
1999.
DIME. HUDSON UNITED BANK HUB
<PAGE> 16
MID-ATLANTIC'S PREMIER REGIONAL BANK
CONTIGUOUS BRANCH NETWORK IN FOUR STATE REGION FROM PHILADELPHIA TO HARTFORD:
[MAP GRAPHIC]
DIME. HUDSON UNITED BANK HUB
<PAGE> 17
MID-ATLANTIC'S PREMIER REGIONAL BANK
DIME UNITED FRANCHISE IS CONCENTRATED IN THE U.S.' MOST AFFLUENT AND DENSELY
POPULATED MARKETS:
- Market area includes 8 of the nation's 25 most affluent counties
- Median HH Income 125% of national average
- Population in footprint of 26 million or 9.6% of U.S.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
DIME UNITED PRO MEDIAN NATIONAL HH INCOME
FORMA DEPOSITS HH INCOME RANK GROWTH
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
New York Metro Area (1) $13.4B $45,297 (2) 6 (5) 8.3%
New Jersey 5.6 52,423 1 11.9
Connecticut 2.1 52,415 2 10.5
Philadelphia Metro Area (3) 1.2 40,863 (4) 18 (5) 11.2
Dime United/
Mid-Atlantic Region $22.3 $47,991 - 10.0%
U.S. Average - $38,302 - 10.3%
- -----------------------------------------------------------------------------------------
</TABLE>
(1) Includes New York MSA, Long Island, Westchester, Rockland, Ulster, Putnam,
Dutchess, Sullivan and Orange Counties.
(2) Weighted average of New York Metro Area counties.
(3) Includes Chester, Delaware, Montgomery and Philadelphia counties in
Pennsylvania.
(4) Weighted average of Philadelphia Metro Area counties of Chester, Delaware,
Montgomery, and Philadelphia Counties.
(5) If New York Metro and Philadelphia Metro Areas were ranked as states.
DIME. HUDSON UNITED BANK HUB
<PAGE> 18
A REGIONAL BANK WITH UNIQUE CHARACTERISTICS
PRO FORMA PROFITABILITY STATISTICS CONSISTENT WITH THAT OF HIGH PERFORMING
REGIONAL PEER GROUP:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
DIME UNITED
PRO FORMA(1)(2) PEER GROUP(3)
- -----------------------------------------------------------------------
<S> <C> <C>
Price/1999E EPS 8.5x 13.0x
Net Interest Margin 3.38% 3.96%
Fee Income/Total Revenue 33.6 21.7
Efficiency Ratio (1) 44.2 47.9
Return on Avg. Assets 1.35 1.48
Return on Avg. Equity 20.0 17.7
Cash ROAA 1.45 1.61
Cash ROAE 28.1 22.6
- -----------------------------------------------------------------------
</TABLE>
(1) Excludes goodwill amortization.
(2) Includes full phase-in of projected cost savings and all pending
acquisitions.
(3) Peer group includes Associated, M&T, North Fork and Summit pro forma for all
announced acquisitions.
DIME. HUDSON UNITED BANK HUB
<PAGE> 19
A REGIONAL BANK WITH UNIQUE CHARACTERISTICS
MIGRATING DIME UNITED'S PORTFOLIO TO PEER AVERAGE WILL ENHANCE YIELD:
<TABLE>
<CAPTION>
DIME UNITED REGIONAL PEERS(1)
<S> <C> <C>
Business 10% 19%
Consumer 17% 16%
Commercial Real Estate 21% 22%
Residential 52% 43%
Average Loan Yield: 7.62% 7.96%
</TABLE>
(1) Peer group includes Associated, M&T, North Fork, and Summit pro forma for
all announced acquisitions.
DIME. HUDSON UNITED BANK HUB
<PAGE> 20
A REGIONAL BANK WITH UNIQUE CHARACTERISTICS
================================================================================
DIME UNITED'S DEPOSIT MIX ALREADY LOWER COST THAN THAT OF PEERS:
DIME UNITED REGIONAL PEERS(1)
Demand 16% Demand 18%
Time 45% Time 47%
Savings and Money Market 39% Savings and Money Market 35%
- --------------------------------------------------------------------------------
Cost of Deposits: 3.35% 3.52%
- --------------------------------------------------------------------------------
(1) Peer group includes Associated, M&T, North Fork, and Summit pro forma
for all announced acquisitions.
DIME. HUDSON UNITED BANK HUB
<PAGE> 21
A REGIONAL BANK WITH UNIQUE CHARACTERISTICS
================================================================================
DIME UNITED'S ESTIMATED PRO FORMA EARNINGS COMPOSITION IS BOTH BALANCED AND
DIVERSIFIED:
Consumer Lending 10%
Mortgage Banking 13%
Consumer Financial Services 52%
Commercial Banking 25%
DIME. HUDSON UNITED BANK HUB
<PAGE> 22
A REGIONAL BANK WITH UNIQUE CHARACTERISTICS
================================================================================
A REGIONAL BANK WITH A SUPER-REGIONAL PRODUCT SET:
- Consumer Loan Products
- Home Equity DIME. HUB
- Auto DIME.
- Credit Card HUB
- Non-Banking Services
- Investment Products DIME. HUB
- Insurance DIME.
- Venture Capital DIME.
- Trust Services HUB
- Private Label Credit Card HUB
- Consumer Banking
- PC Banking DIME. HUB
- Deposit Services DIME. HUB
- Advest Joint Venture HUB
- ATM Network DIME. HUB
- 24/7 Telebank DIME. HUB
- Business Banking Products
- Small Business Lending DIME. HUB
- Business Checking DIME. HUB
- PC Business Banking HUB
- Community Banking HUB
- Pension/401(k) Services HUB
- Commercial Banking
- Commercial Lending DIME. HUB
- Commercial RE Lending DIME. HUB
- Cash Management DIME. HUB
- Asset-Based Lending
- Middle Market Leasing DIME. HUB
- Mortgage Banking
- Originations DIME.
- Servicing DIME.
DIME. HUDSON UNITED BANK HUB
<PAGE> 23
================================================================================
A UNIQUE INVESTMENT OPPORTUNITY
================================================================================
<PAGE> 24
A UNIQUE INVESTMENT OPPORTUNITY
================================================================================
TRANSACTION SIGNIFICANTLY ACCRETIVE FOR DIME UNITED:
- - Conservative cost savings projections and no revenue enhancements
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
2000 2001
<S> <C> <C>
Dime Stand Alone Net Income(1) $269 $299
Hudson United Stand Alone Net Income(1) 147 164
Cost Savings (After-tax) 24 50
Other (After-tax)(2) 4 8
---- ----
Pro Forma Net Income $444 $521
Dime United Pro Forma EPS $3.89 $4.56
Hudson United Stand Alone EPS 2.83 3.16
Accretion 37.4% 44.5%
</TABLE>
(1) Based on IBES EPS estimates.
(2) Includes tax savings and reinvestment of synergies net of interest costs.
DIME. HUDSON UNITED BANK HUB
<PAGE> 25
A UNIQUE INVESTMENT OPPORTUNITY
================================================================================
Pro forma's based on already identified cost savings opportunities:
- - Represents 8.6% of combined expense bases and 13.7%, excluding mortgage
operations
- - Assumed 75% phase-in within first 12 months of closing
- - $136 million pre-tax merger charge - $94 million after-tax
SOURCES OF COST SAVINGS - PRE-TAX
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
2000 2001
---------------------------------------------------------------------------
<S> <C> <C>
Staff-related $20 $42
Systems 3 7
Facilities/Branches 3 7
Other 11 22
--- ---
Total $37 $78
---------------------------------------------------------------------------
</TABLE>
DIME. HUDSON UNITED BANK HUB
<PAGE> 26
A UNIQUE INVESTMENT OPPORTUNITY
================================================================================
REVENUE ENHANCEMENTS NOT INCLUDED IN PROJECTIONS PROVIDE FOR SIGNIFICANT
ADDITIONAL UPSIDE POTENTIAL:
- - Initiatives to widen net interest margin
- - Cross-sell of Hudson United's commercial and business product sets in
Dime's footprint
- - Cross-sell of Dime's existing consumer products (investment services,
insurance and consumer loan products) throughout Hudson United's 206 branch
network
DIME. HUDSON UNITED BANK HUB
<PAGE> 27
A UNIQUE INVESTMENT OPPORTUNITY
================================================================================
NET INTEREST MARGIN INITIATIVES TO INCLUDE:
INITIATIVE COMMENT
- -------------------------------- ------------------------------------
- - Migration of loan portfolio to - Hudson United's loan yields 127
higher yielding products bps higher than Dime's
- - Continue to improve deposit - Dime/Hudson United have grown
mix/costs demand deposits by approx. 15%
since 1997
- - Improve asset mix - Decrease securities portfolio as a
percent of earning assets
- --------------------------------------------------------------------------------
IMPROVE DIME UNITED'S NET INTEREST MARGIN TO 4.00%+
- --------------------------------------------------------------------------------
DIME. HUDSON UNITED BANK HUB
<PAGE> 28
A UNIQUE INVESTMENT OPPORTUNITY
================================================================================
- - Largest independent regional bank in the Mid-Atlantic market
- - Concentrated market shares in the U.S.' most affluent markets
- - Profitability in line with that of its Regional Peer Group
- - Transition to commercial banking profile largely complete
CREATING SIGNIFICANT FRANCHISE & SHAREHOLDER VALUE
DIME. HUDSON UNITED BANK HUB
<PAGE> 29
A UNIQUE INVESTMENT OPPORTUNITY
================================================================================
COMBINATION OFFERS SIGNIFICANT UPSIDE POTENTIAL:
- - Present value of projected cost savings equal to between $400 to $500
million
- - Value to be shared in by both shareholder bases before taking into account
multiple expansion
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PRO FORMA(1) IMPLIED
DIME UNITED PEER GROUP(2) UPSIDE
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Pro Forma Market Cap. $3.6 Billion -- --
Implied Multiple to:
1999E EPS 8.5x 13.0x 54%
2000E EPS 7.7 11.8 53
Book Value 1.69 2.39 41
Tangible Book Value 2.39 3.16 32
- --------------------------------------------------------------------------------
</TABLE>
(1) Includes full phase-in of synergies.
(2) Includes Associated, M&T, North Fork and Summit pro forma for all announced
acquisitions.
DIME. HUDSON UNITED BANK HUB
<PAGE> 30
CONCLUSION
================================================================================
- - Creates the Mid-Atlantic's premier independent regional banking franchise
- - Significantly accretive based on conservative assumptions
- - Experienced commercial bank management team
- - Low risk/high potential transaction
- --------------------------------------------------------------------------------
A UNIQUE INVESTMENT OPPORTUNITY
- --------------------------------------------------------------------------------
DIME. HUDSON UNITED BANK HUB
<PAGE> 31
================================================================================
APPENDIX
================================================================================
<PAGE> 32
COMBINED BALANCE SHEET
(AS OF JUNE 30, 1999; IN MILLIONS)
<TABLE>
<CAPTION>
DIME HUDSON UNITED COMBINED
<S> <C> <C> <C>
ASSETS
Cash and Short-Term Investments $ 6,385 $ 4,044 $10,429
Net Loans 13,929 5,192 19,121
Goodwill 531 110 641
Other Assets 1,924 350 2,274
------- ------- -------
Total Assets $22,769 $ 9,695 $32,465
LIABILITIES AND EQUITY
Deposits $14,725 $ 6,971 $21,696
Borrowings 5,398 1,896 7,294
Other Liabilities 1,000 156 1,156
------- ------- -------
Total Liabilities $21,123 $ 9,023 $30,146
Capital Securities 152 125 277
Common Equity 1,493 547 2,040
------- ------- -------
Total Liabilities and Equity $22,769 $ 9,695 $32,465
</TABLE>
Note: Includes all pending acquisitions.
DIME. HUDSON UNITED BANK HUB
<PAGE> 33
COMBINED INCOME STATEMENT
(FOR THE QUARTER ENDED JUNE 30, 1999 ANNUALIZED; IN MILLIONS)
<TABLE>
<CAPTION>
DIME HUDSON UNITED COMBINED
---- ------------- --------
<S> <C> <C> <C>
Interest Income $1,340 $ 642 $1,982
Interest Expense 780 294 1,074
------ ------ ------
Net Interest Income $ 560 $ 348 $ 908
Provision for Loan Losses 30 18 48
Non-Interest Income 610 88 698
Non-Interest Expense 754 242 996
------ ------ ------
Pretax Income $ 386 $ 175 $ 561
Net Income $ 243 $ 116 $ 359
------ ------ ------
</TABLE>
(1) Includes pending pooling-of-interests transactions.
DIME. HUDSON UNITED BANK HUB
<PAGE> 34
DIME FINANCIAL TRENDS
SELECTED FINANCIAL DATA
(IN MILLIONS)
<TABLE>
<CAPTION>
1996 1997 1998 2Q 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
PERFORMANCE DATA
ROAA 0.52% 0.78% 1.02% 1.15%
ROAE 10.4 14.3 16.3 16.7
Net Interest Margin 2.40 2.51 2.68 2.94
Fee Income/Total Revenues 17.6 21.6 34.7 40.4
Efficiency 51.8 52.0 54.6 51.2
BALANCE SHEET DATA(1)
Total Loans $ 10,738 $ 12,985 $ 12,748 $ 14,063
Total Deposits 12,857 13,847 13,651 14,725
Total Assets 18,870 21,848 22,321 22,769
Total Equity(2) 1,022 1,511 1,548 1,646
Loans/Deposits 83.5% 93.8% 93.4% 95.5%
Equity/Assets 5.42 6.92 6.93 7.23
CREDIT QUALITY
Reserves/Total Loans(1) 0.99% 0.81% 0.82% 0.86%
Net Charge-off Ratio 0.61 0.55 0.24 0.11
</TABLE>
(1) Includes pending acquisitions.
(2) Includes capital securities.
DIME. HUDSON UNITED BANK HUB
<PAGE> 35
HUDSON UNITED FINANCIAL TRENDS
SELECTED FINANCIAL DATA
(IN MILLIONS)
<TABLE>
<CAPTION>
1996 1997 1998 2Q 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
PERFORMANCE DATA(1)
ROAA 1.50% 1.67% 1.46% 1.45%
ROAE 20.0 24.4 21.9 23.3
Net Interest Margin 5.05 5.20 4.10 4.15
Fee Income/Total Revenues 17.0 17.5 18.2 20.1
Efficiency 54.0 50.4 49.6 46.8
BALANCE SHEET DATA(2)
Total Loans $ 4,854 $ 4,907 $ 4,871 $ 5,269
Total Deposits 6,690 6,777 6,773 6,971
Total Assets 8,258 8,650 8,898 9,695
Total Equity(3) 672 744 746 672
Loans/Deposits 72.6% 72.4% 71.9% 75.6%
Equity/Assets 8.14 8.60 8.38 6.93
CREDIT QUALITY
Reserves/Total Loans 1.70% 1.73% 1.56% 1.52%
Net Charge-off Ratio 0.70 0.50 0.95 0.55
</TABLE>
(1) Not restated for pooling-of-interests transactions.
(2) Restated for pooling-of-interests transactions.
(3) Includes capital securities.
DIME. HUDSON UNITED BANK HUB
<PAGE> 36
DIME GOODWILL LAWSUIT
DIME UNITED MAINTAINS THE GOODWILL LAWSUIT CLAIM AGAINST THE U.S. GOVERNMENT:
- - Dime's case expected to go to trial by year end 2000
- - Write-off of approximately $560MM of supervisory goodwill and capital
credit:(1)
- Represents approx. 115% of goodwill written-off by Glendale
- Glendale awarded approx. $900MM in damages
(1) $717 million of regulatory capital.
DIME. HUDSON UNITED BANK HUB