DIME BANCORP INC
8-K, 1999-09-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<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


                                       -2-
<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."


                                       -3-
<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


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