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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): May 27, 1999
Dime Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
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)
</TABLE>
Registrant's telephone number, including area code: (212) 326-6170
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On May 27, 1999, Dime Bancorp, Inc. issued the following press
release, together with certain related materials relevant to the acquisition of
certain branches of KeyCorp by The Dime Savings Bank of New York, FSB:
Dime
Frank Wright
(212) 326-6170
May 27, 1999
99/8
FOR IMMEDIATE RELEASE
DIME TO ACQUIRE KEYCORP LONG ISLAND FRANCHISE
28 Offices with $1.3 Billion in Deposits; $415 Million of Business
and Consumer Loans
New York, NY - May 27, 1999 - Dime Bancorp, Inc. (NYSE:DME) announced
that its subsidiary, The Dime Savings Bank of New York, FSB, has entered into a
definitive agreement with KeyBank N.A., a subsidiary of KeyCorp (NYSE:KEY), to
acquire all of KeyBank's 28 banking branches on Long Island.
Under the terms of the agreement, Dime will assume approximately $1.3
billion of deposits, of which over 60% are core deposits (demand, money market
and savings) and acquire $415 million of business and consumer loans. Dime will
pay a premium of 16.25% of deposits assumed, or approximately $210 million. The
premium will be tax deductible, resulting in an effective after-tax premium of
$130 million, or 10%. The exact amount of the premium will be determined by
deposit levels at closing.
"This is an exceptional opportunity to acquire an attractive commercial
banking business in the desirable Long Island market. It accelerates our
strategy to become more commercial bank-like by building core deposits and
adding business and consumer loans," said Lawrence J. Toal, Chairman and Chief
Executive Officer of Dime.
"Importantly, the transaction is financially attractive. It will be
accretive to earnings per share in the first year and will be significantly
accretive on a cash basis," he commented. Mr. Toal also noted that the
transaction will be accounted for as a purchase and will not require the
issuance of additional equity.
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"This franchise acquisition increases our share of the vibrant Long
Island market. In addition to more than doubling our branch network in Nassau
and Suffolk counties to a total of 51 offices, it increases our core deposits by
12% to $7.6 billion, or 53% of total deposits. It also doubles our business loan
portfolio to $639 million. The average cost of the total deposits being assumed
is 3.27% and the average loan yield is 8.03%," said Mr. Toal.
"This transaction, together with the pending acquisition of Citigroup's
auto finance business that we announced last month, nearly doubles our consumer
loan portfolio to $2 billion. On a March 31, 1999 pro forma basis, the effect of
these two transactions is to increase our consumer, business and commercial real
estate loans from 32% to 39% of total loans receivable," he added.
"These acquisitions will effectively add $1.3 billion of low-cost
deposits and $1.3 billion of higher-yielding consumer and business loans and are
expected to improve our net interest margin. Moreover, because KeyBank is
completely exiting the Long Island market, and Citigroup is divesting its auto
finance business, we are well-positioned to retain and deepen relationships with
the customers associated with these operations," he stated.
"The transaction strengthens and solidifies the Dime brand in the Long
Island market. With our expanded retail sales and service channel, we will be
better positioned to deliver a full array of consumer and business products to
customers throughout Long Island," added Mr. Toal. In Nassau County, Dime will
have 25 branches and $2.7 billion of deposits and will rank 5th, up from 8th,
among all depository institutions. In Suffolk County, Dime will have 26 branches
and its $1.7 billion of deposits will make it the 5th largest depository
institution, up from 8th.
"We are excited about welcoming KeyBank customers to Dime, and we are
committed to providing our new customers with the high level of service and
dependability that is the hallmark of Dime. We are also pleased to welcome the
KeyBank staff, including their outstanding team of commercial bankers, to our
organization," said Mr. Toal.
The KeyBank transaction, which currently is expected to close in the
third quarter of 1999, is subject to approval by appropriate regulatory
authorities. Dime intends to offer employment to all KeyBank staff associated
with the Long Island franchise and plans minimal changes in locations and
service.
At March 31, 1999, Dime had assets of $21.6 billion and deposits of
$13.2 billion. The Dime Savings Bank of New York, FSB (www.dime.com) is a
regional bank serving consumers and businesses and has 100 branches located
throughout the greater New York City metropolitan area. Directly and through its
North American Mortgage Company subsidiary (www.namc.com), Dime also provides
mortgage banking and selected consumer financial services throughout the United
States.
This press release contains certain forward-looking statements
regarding Dime and Dime following the completion of the acquisitions discussed
herein as well as estimates of financial condition and financial
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performance on a combined basis. Among other things, the statement that Dime
expects the KeyBank transaction to be accretive to earnings is forward-looking
in nature and subject to uncertainty. 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. Such factors
include, but are not limited to, risks and uncertainties related to the
execution of the transaction, including integration activities, interest rate
movements, competition from both financial and non-financial institutions,
changes in applicable laws and regulations, the timing and occurrence (or
non-occurrence) of transactions and events that may be subject to circumstances
beyond Dime's control and general economic conditions. Dime assumes no
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.
# # #
A copy of certain presentation materials is attached hereto as an
exhibit and incorporated herein by reference.
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 May
27, 1999, regarding the branch
acquisition.
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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: May 27, 1999
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[DIME LOGO]
ACQUISITION OF KEYCORP'S LONG ISLAND FRANCHISE
MAY 27, 1999
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TRANSACTION SUMMARY
- --------------------------------------------------------------------------------
- - 28 RETAIL OFFICES ON LONG ISLAND WITH $1.3 BILLION OF DEPOSITS
-- 62% core deposits
-- Average deposit cost of 3.27%
-- 120,000 deposit accounts
- - APPROXIMATELY $415 MILLION OF BUSINESS AND CONSUMER LOANS
-- No MBS, 1-4 family mortgages or NPAs acquired
-- Average loan yield of 8.03%
- ------------------------------------------------------------------ [DIME LOGO]
2
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TRANSACTION TERMS
- --------------------------------------------------------------------------------
- - KEYCORP IS EXITING THE LONG ISLAND MARKET
-- Equivalent to a whole-institution acquisition
- - PURCHASE PRICE IS TAX DEDUCTIBLE
-- Premium of approximately $210 million pre-tax or 16.25%, and $130
million after-tax or 10%
- - ANTICIPATED CLOSING IN THE THIRD QUARTER OF 1999
- - NO EQUITY TO BE ISSUED IN CONNECTION WITH THIS TRANSACTION
- ---------------------------------------------------------------- [DIME LOGO]
3
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STRATEGIC RATIONALE
- --------------------------------------------------------------------------------
- - ACCELERATES DIME'S TRANSITION TO A MORE "BANK-LIKE" BUSINESS MIX
-- Business loans increase by 96% (138% with pending Citigroup auto
finance acquisition)
-- Adds commercial banking infrastructure (i.e., platform, loan
officers)
-- Adds $820 million of core deposits
-- Improves net interest margin
- - ATTRACTIVE LOAN AND DEPOSIT MIX
-- Loan yield of 8.03% and cost of deposits of 3.27%
-- Purchasing performing loans only
- - UNIQUE EXPANSION OPPORTUNITY
-- Commercial bank and thrift alternatives on Long Island are scarce
and expensive
- - ATTRACTIVELY PRICED VERSUS WHOLE BANK ALTERNATIVES
-- Deposit premium of 16.25% (10% after-tax) compares favorably to
deposit premiums paid in recent Long Island whole bank deals
-Roslyn/TR Financial (44%) and Astoria/LISB (36%)
-- Average deposit premium of 29% in comparable sized whole bank deals
announced since 1/1/97 nationwide
- -------------------------------------------------------------------- [DIME LOGO]
4
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STRATEGIC RATIONALE (CONT'D)
- --------------------------------------------------------------------------------
- - SIGNIFICANTLY IMPROVES DIME'S COMPETITIVE POSITION ON LONG ISLAND
-- In Nassau County, move from #8 to #5 with 8.2% of total deposits
-- In Suffolk County, move from #8 to #5 with 7.1% of total deposits
- - STRONG AVERAGE BRANCH SIZE OF $47 MILLION IN DEPOSITS
- - HIGHLY ATTRACTIVE MARKETS
-- Long Island population over 2.7 million
-- Highest median household income in nation
- - FINANCIALLY COMPELLING
-- Accretive to GAAP EPS, significantly accretive to Cash EPS
-- IRR of 18%+
-- Deposit premium tax deductible
-- Economies in marketing, advertising and back-office areas
-- KeyCorp is exiting the Long Island market reducing runoff risk to
Dime
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[DIME LOGO]
5
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STRONG BRANCH FIT AND IMPROVED LONG ISLAND COMPETITIVE POSITION
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[MAP OF COMPETITIVE POSITION]
------------------------
DIME - NJ
27 branches
$2.5 billion in deposits
-------------------------
(*) Source: SNL Securities; MapInfo.
Data as of 6/98. Dollars in thousands. Reflects pending acquisitions.
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<CAPTION>
MARKET
NASSAU BRANCHES DEPOSITS SHARE RANK
- ------ -------- -------- ----- ----
<S> <C> <C> <C> <C>
Dime 15 $2,211,841 6.7% 8
Key 10 490,394 1.5 16
-- ---------- ---
Pro Forma 25 $2,702,235 8.2% 5
== ========== ===
SUFFOLK
- -------
Dime 8 $1,030,935 4.4% 8
Key 18 637,657 2.7 12
-- ---------- ---
Pro Forma 26 $1,668,502 7.1% 5
== ========== ===
</TABLE>
- --------------------------------------------------------------------[DIME LOGO]
6
<PAGE> 7
PRO FORMA MARKET SHARE ANALYSIS
- --------------------------------------------------------------------------------
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<CAPTION>
NASSAU
TOTAL MARKET
RANK INSTITUTION BRANCHES DEPOSITS SHARE
- ---- ----------- -------- -------- -----
<S> <C> <C> <C> <C>
1. Chase Manhattan 36 $3,821,279 11.6%
2. ABN Amro (EAB) 39 3,374,089 10.3
3. Astoria 32 3,094,855 9.4
4. GreenPoint 21 2,932,660 8.9
DIME PRO FORMA 25 2,702,235 8.2
5. Fleet 58 2,692,282 8.2
6. Roslyn 13 2,674,050 8.1
7. Citigroup 20 2,229,830 6.8
8. DIME 15 2,211,841 6.7
9. Bank of New York 48 1,634,055 5.0
10. HSBC Americas 23 1,612,007 4.9
16. KEYCORP 10 490,394 1.5
</TABLE>
<TABLE>
<CAPTION>
SUFFOLK
TOTAL MARKET
RANK INSTITUTION BRANCHES DEPOSITS SHARE
- ---- ----------- -------- -------- -----
<S> <C> <C> <C> <C>
1. Fleet 39 $4,611,752 19.7%
2. Chase Manhattan 36 3,724,415 15.9
3. North Fork 49 2,449,957 10.5
4. Astoria 26 1,962,640 8.4
DIME PRO FORMA 26 1,668,592 7.1
5. ABN Amro (EAB) 23 1,541,751 6.6
6. Bank of New York 48 1,297,960 5.6
7. HSBC Americas 26 1,058,465 4.5
8. DIME 8 1,030,935 4.4
9. GreenPoint 8 805,201 3.5
10. Suffolk Bancorp 23 790,243 3.4
12. KEYCORP 18 637,657 2.7
</TABLE>
(*) Source: SNL Securities, 6/98. Dollars in thousands. Reflects pending
acquisitions.
- -------------------------------------------------------------- [DIME LOGO]
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ATTRACTIVE MARKETS
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- - NASSAU AND SUFFOLK COUNTIES HAVE A POPULATION OF 2.7 MILLION, MORE THAN 19
OF THE 50 STATES
- - MEDIAN HOUSEHOLD INCOME OF $63,852 (67% HIGHER THAN NATIONAL MEDIAN)
- - STRONG ECONOMY
-- 3.3% unemployment rate
-- Driven by growth in technology and service industries
- - SIZEABLE BUSINESS BANKING MARKET
-- 5,000+ companies with annual sales of $5 million to $25 million
-- 1,000+ companies with annual sales of $25 million to $250 million
- ---------------------------------------------------------------- [DIME LOGO]
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ATTRACTIVE LOAN AND DEPOSIT MIX
- --------------------------------------------------------------------------------
At March 31, 1999
KEYCORP LONG ISLAND BRANCHES
[PIE CHART]
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<S> <C>
CONSUMER LOANS & LINES 22.9%
BUSINESS LOANS 77.1%
</TABLE>
TOTAL LOANS (mm): $415
WEIGHTED AVG. YIELD: 8.03%
[PIE CHART]
<TABLE>
<S> <C>
NOW & SUPER NOW 8.2%
NON-INTEREST BEARING 13.6%
RETIREMENT 5.7%
CDs 31.0%
SAVINGS 7.5%
MONEY MARKET 34.0%
TOTAL DEPOSITS (mm): $1,318
WEIGHTED AVG. COST: 3.27%
</TABLE>
- --------------------------------------------------------------------[DIME LOGO]
9
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DIME'S Q2 ACQUISITIONS ACCELERATE TRANSITION TO MORE BANK-LIKE BUSINESS MIX
- --------------------------------------------------------------------------------
Loan Composition
<TABLE>
<CAPTION>
[PIE CHART] [PIE CHART]
DIME (a) PRO FORMA (b)
<S> <C> <C> <C> <C>
BUSINESS 2.6% [ARROW >] BUSINESS 5.6%
CONSUMER 8.9% SUBSTANTIALLY CONSUMER 14.1%
COMMERCIAL REAL ESTATE 21.5% IMPROVED MIX COMMERCIAL REAL ESTATE 19.6%
RESIDENTIAL REAL ESTATE 67.0% RESIDENTIAL REAL ESTATE 60.7%
[ARROW >]
TOTAL LOANS (mm): $12,883 10% INCREASE TOTAL LOANS (mm): $14,228
</TABLE>
(a) As of 3/31/99. Pro forma for recently completed Lakeview acquisition.
(b) Pro forma for Citigroup auto finance and KeyCorp branch acquisitions.
- -------------------------------------------------------------------[DIME LOGO]
10
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DIME'S Q2 ACQUISITIONS ACCELERATE TRANSITION TO MORE BANK-LIKE BUSINESS MIX
- --------------------------------------------------------------------------------
Deposit Composition
<TABLE>
<CAPTION>
[PIE CHART] [PIE CHART]
DIME (a) PRO FORMA (b)
<S> <C> <C> <C> <C>
DEMAND 13.2% [ARROW >] DEMAND 14.0%
SAVINGS 17.4% IMPROVES MIX SAVINGS 16.5%
TIME 48.8% TIME 47.7%
MONEY MARKET 20.6% MONEY MARKET 21.8%
[ARROW >]
TOTAL DEPOSITS (mm): $13,628 10% INCREASE TOTAL DEPOSITS (mm): $14,984
[ARROW >]
TOTAL DEMAND DEPOSITS (mm): $ 1,795 17% INCREASE TOTAL DEMAND DEPOSITS (mm): $2,094
</TABLE>
(a) As of 3/31/99. Pro forma for recently completed Lakeview acquisition.
(b) Pro forma for Citigroup auto finance and KeyCorp branch acquisitions.
- ------------------------------------------------------------------ [DIME LOGO]
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STRATEGIC ACQUISITIONS - SECOND QUARTER ANNOUNCEMENTS
- --------------------------------------------------------------------------------
($ Millions)
<TABLE>
<CAPTION>
KEY-
CITIGROUP LONG
AUTO FINANCE ISLAND COMBINED
------------ ------ --------
<S> <C> <C> <C>
Business Loans $159 $ 320 $ 479
Consumer Loans 771 95 866
---- ------ ------
Total Loans $930 $ 415 $1,345
==== ====== ======
Demand Deposits $ 18 $ 281 $ 299
Other Core Deposits 20 539 559
Time Deposit -- 498 498
---- ------ ------
Total Deposits $ 38 $1,318 $1,356
==== ====== ======
</TABLE>
- ----------------------------------------------------------------- [DIME LOGO]
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<PAGE> 13
FAVORABLE PRICING
- --------------------------------------------------------------------------------
[BAR GRAPH]
<TABLE>
<CAPTION>
DEPOSIT
PREMIUM %
---------
<S> <C>
Average for Metro New York
Whole Bank Acquisitions (a) 33.87%
Average for Comparable
Branch Deals (b) 17.00%
DME/KEY - LI 16.25%
</TABLE>
Source: SNL Securities.
(a) Includes whole bank retail transactions in the Metro New York market
announced since 1/1/98 in excess of $50 million in value. Specific deals:
Dime Community/Financial Bancorp; Roslyn/TR Financial and Astoria/LISB.
(b) Includes all commercial bank branch transactions where over $1 billion in
deposits was transferred with loans greater than 10% of deposits acquired
since 1/1/97. Specific deals: Huntington/NationsBank; Union Planters/First
Chicago NBD and Sovereign/CoreStates.
- ---------------------------------------------------------------------[DIME LOGO]
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FINANCIALLY ATTRACTIVE
- -------------------------------------------------------------------------------
- - Accretive to GAAP EPS in 2000
- - 5+% accretive to Cash EPS
- - Goodwill tax deductible, reducing premium to 10% after-tax
- - IRR substantially in excess of cost of capital
- - No restructuring charge
- - No equity to be issued in connection with this transaction
- --------------------------------------------------------------------[DIME LOGO]
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SUMMARY
- --------------------------------------------------------------------------------
- - Accelerates transition to more bank-like business mix
- - Significantly improves competitive position in highly attractive Long
Island market
- - KeyCorp is exiting the market
- - High credit quality
- - Accretive to GAAP EPS and significantly accretive to Cash EPS
- - Inexpensive expansion opportunity versus comparable whole bank deals
- ------------------------------------------------------------------[DIME LOGO]
15
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FORWARD-LOOKING INFORMATION
- --------------------------------------------------------------------------------
This presentation contains certain forward-looking statements regarding Dime and
Dime following the completion of the acquisitions discussed herein as well as
estimates of financial condition and financial performance on a combined basis.
Among other things, the statement that Dime expects the KeyCorp transaction to
be accretive to earnings is forward-looking in nature and subject to
uncertainty. 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. Such factors include, but are not limited
to, risks and uncertainties related to the execution of the transactions,
including integration activities, interest rate movements, competition from both
financial and non-financial institutions, changes in applicable laws and
regulations, the timing and occurrence (or non-occurrence) of transactions and
events that may be subject to circumstances beyond Dime's control and general
economic conditions. Dime assumes no 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 LOGO]