<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 001-13094
DIME BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-3197414
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
589 FIFTH AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
(212) 326-6170
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
-------- -------
As of July 31, 2000, the registrant had 109,298,996 shares of common stock,
$0.01 par value, outstanding.
<PAGE> 2
DIME BANCORP, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Financial Condition as of June 30, 2000 and 3
December 31, 1999
Consolidated Statements of Income for the Three Months and Six Months Ended
June 30, 2000 and 1999 4
Consolidated Statements of Changes in Stockholders' Equity for the Six Months Ended
June 30, 2000 and 1999 5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 6
and 1999
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 33
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 33
Item 6. Exhibits and Reports on Form 8-K 36
SIGNATURES 37
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DIME BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
-------------- --------------
ASSETS
<S> <C> <C>
Cash and due from banks $ 367,626 $ 414,289
Money market investments 12,872 18,166
Securities available for sale 3,900,016 3,849,676
Federal Home Loan Bank of New York stock 328,732 328,732
Loans held for sale 2,165,150 1,733,667
Loans receivable, net:
Residential real estate loans 8,145,896 8,200,120
Commercial real estate loans 3,881,308 3,482,857
Consumer loans 2,817,474 2,495,321
Business loans 1,114,016 1,028,756
Allowance for loan losses (143,432) (140,296)
-------------- --------------
Total loans receivable, net 15,815,262 15,066,758
-------------- --------------
Premises and equipment, net 202,940 207,373
Mortgage servicing assets 946,489 980,934
Goodwill 518,352 531,415
Other assets 1,001,337 790,315
-------------- --------------
Total assets $25,258,776 $23,921,325
============== ==============
LIABILITIES
Deposits $14,284,216 $14,261,449
Federal funds purchased and securities sold under agreements to repurchase 3,435,582 1,106,067
Other short-term borrowings 4,215,379 5,321,838
Long-term debt 1,154,738 1,165,868
Guaranteed preferred beneficial interests in Dime Bancorp, Inc.'s junior
subordinated deferrable interest debentures 152,230 152,219
Other liabilities 456,408 397,779
-------------- --------------
Total liabilities 23,698,553 22,405,220
-------------- --------------
STOCKHOLDERS' EQUITY
Common stock, par value $0.01 per share (350,000,000 shares authorized and
120,252,459 shares issued at June 30, 2000 and December 31, 1999) 1,203 1,203
Additional paid-in capital 1,168,087 1,166,530
Retained earnings 750,748 670,343
Treasury stock, at cost (10,953,956 shares at June 30, 2000 and 9,357,589
shares at December 31, 1999) (259,564) (230,035)
Accumulated other comprehensive loss (100,251) (87,257)
Unearned compensation -- (4,679)
-------------- --------------
Total stockholders' equity 1,560,223 1,516,105
-------------- --------------
Total liabilities and stockholders' equity $25,258,776 $23,921,325
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
DIME BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- -----------------------
2000 1999 2000 1999
---------- ----------- ----------- -----------
INTEREST INCOME
<S> <C> <C> <C> <C>
Residential real estate loans $183,730 $187,254 $356,192 $390,070
Commercial real estate loans 75,764 53,921 144,925 103,675
Consumer loans 56,696 22,042 109,755 41,696
Business loans 24,012 6,290 46,874 12,054
Mortgage-backed securities 64,835 52,545 128,513 101,443
Other securities 14,151 12,696 26,689 24,917
Money market investments 202 270 449 776
---------- ----------- ----------- -----------
Total interest income 419,390 335,018 813,397 674,631
---------- ----------- ----------- -----------
INTEREST EXPENSE
Deposits 132,286 116,511 262,762 236,353
Borrowed funds 130,955 78,617 239,818 162,890
---------- ----------- ----------- -----------
Total interest expense 263,241 195,128 502,580 399,243
---------- ----------- ----------- -----------
Net interest income 156,149 139,890 310,817 275,388
Provision for loan losses 7,000 7,500 14,000 15,500
---------- ----------- ----------- -----------
Net interest income after provision for loan losses 149,149 132,390 296,817 259,888
---------- ----------- ----------- -----------
NON-INTEREST INCOME
Loan servicing and production fees 71,265 69,716 138,109 131,644
Banking service fees 16,418 12,587 31,939 23,854
Securities and insurance brokerage fees 11,314 10,052 21,847 18,656
Net gains on sales activities 30,519 57,696 67,158 122,003
Other 3,891 2,452 7,535 5,576
---------- ----------- ----------- -----------
Total non-interest income 133,407 152,503 266,588 301,733
---------- ----------- ----------- -----------
NON-INTEREST EXPENSE
General and administrative expense:
Compensation and employee benefits 75,831 75,201 151,448 151,674
Occupancy and equipment 27,612 25,901 55,726 50,687
Other 35,643 48,559 73,196 96,896
---------- ----------- ----------- -----------
Total general and administrative expense 139,086 149,661 280,370 299,257
Amortization of mortgage servicing assets 31,009 35,200 60,241 65,857
Amortization of goodwill 8,371 3,497 16,717 6,373
Special charges 54,255 -- 54,255 --
---------- ----------- ----------- -----------
Total non-interest expense 232,721 188,358 411,583 371,487
---------- ----------- ----------- -----------
Income before income tax expense and extraordinary items 49,835 96,535 151,822 190,134
Income tax expense 15,392 35,718 52,106 70,349
---------- ----------- ----------- -----------
Income before extraordinary items 34,443 60,817 99,716 119,785
Extraordinary items -- losses on early extinguishment of
debt, net of tax benefits of $3,044 -- -- -- (4,127)
---------- ----------- ----------- -----------
Net income $34,443 $60,817 $99,716 $115,658
========== =========== =========== ===========
PER COMMON SHARE
Basic earnings:
Income before extraordinary items $ 0.31 $ 0.54 $ 0.90 $ 1.08
Extraordinary items -- -- -- (0.04)
---------- ----------- ----------- -----------
Net income $ 0.31 $ 0.54 $ 0.90 $ 1.04
========== =========== =========== ===========
Diluted earnings:
Income before extraordinary items $ 0.31 $ 0.54 $ 0.90 $ 1.06
Extraordinary items -- -- -- (0.03)
---------- ----------- ----------- -----------
Net income $ 0.31 $ 0.54 $ 0.90 $ 1.03
========== =========== =========== ===========
Dividends declared $ 0.08 $ 0.06 $ 0.14 $ 0.11
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
DIME BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
--------------------------
2000 1999
------------- ------------
COMMON STOCK
<S> <C> <C>
Balance at beginning of period $ 1,203 $ 1,203
------------- ------------
Balance at end of period 1,203 1,203
------------- ------------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of period 1,166,530 1,165,251
Tax benefit on stock options exercised 1,557 508
------------- ------------
Balance at end of period 1,168,087 1,165,759
------------- ------------
RETAINED EARNINGS
Balance at beginning of period 670,343 463,907
Net income 99,716 115,658
Cash dividends declared on common stock (15,592) (12,224)
Treasury stock issued under employee stock plans, net (3,719) (1,657)
Treasury stock issued in connection with acquisition -- (4,256)
------------- ------------
Balance at end of period 750,748 561,428
------------- ------------
TREASURY STOCK, AT COST
Balance at beginning of period (230,035) (233,965)
Treasury stock purchased (45,061) (22,626)
Treasury stock issued under employee stock plans, net 15,532 2,667
Treasury stock issued in connection with acquisition -- 73,444
------------- ------------
Balance at end of period (259,564) (180,480)
------------- ------------
ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance at beginning of period (87,257) (3,285)
Other comprehensive loss (12,994) (45,357)
------------- ------------
Balance at end of period (100,251) (48,642)
------------- ------------
UNEARNED COMPENSATION
Balance at beginning of period (4,679) (7,446)
Restricted stock activity, net (11,109) 7
Amortization of unearned compensation 15,788 1,614
------------- ------------
Balance at end of period -- (5,825)
------------- ------------
Total stockholders' equity $1,560,223 $1,493,443
============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
DIME BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
----------------------------
2000 1999
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 99,716 $115,658
Adjustments to reconcile net income to net cash (used) provided by
operating activities:
Provision for loan losses 14,000 15,500
Depreciation, amortization and accretion, net 115,678 103,054
Provision for deferred income tax expense 17,838 55,708
Net securities (gains) losses (1,472) 47
Losses on early extinguishment of debt -- 7,171
Net (increase) decrease in loans held for sale (431,483) 1,372,238
Other, net (228,828) (302,952)
-------------- -------------
Net cash (used) provided by operating activities (414,551) 1,366,424
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities available for sale (589,620) (1,193,058)
Proceeds from sales of securities available for sale 321,811 867,663
Proceeds from maturities of securities available for sale 304,988 524,838
Loans receivable originated and purchased, net of principal payments (888,953) (195,018)
Proceeds from sales of loans 39,698 48,979
Proceeds from sales of other real estate owned 13,007 11,284
Net cash paid in acquisitions -- (16,578)
Net purchases of premises and equipment (12,659) (23,166)
-------------- -------------
Net cash (used) provided by investing activities (811,728) 24,944
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits 22,834 (698,609)
Net increase (decrease) in borrowings with original maturities of
three months or less 1,648,056 (558,974)
Proceeds from other borrowings -- 100,645
Repayments of other borrowings (436,619) (245,243)
Proceeds from issuances of treasury stock 704 1,017
Purchases of treasury stock (45,061) (22,626)
Cash dividends paid on common stock (15,592) (12,224)
-------------- -------------
Net cash provided (used) by financing activities 1,174,322 (1,436,014)
-------------- -------------
Net decrease in cash and cash equivalents (51,957) (44,646)
Cash and cash equivalents at beginning of period 432,455 357,777
-------------- -------------
Cash and cash equivalents at end of period $ 380,498 $ 313,131
============== =============
Supplemental cash flow information:
Interest payments on deposits and borrowed funds $ 501,172 $ 395,940
Income tax payments, net 48,973 3,499
Supplemental non-cash investing information:
Securitization of loans receivable 78,618 491,761
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- BASIS OF PRESENTATION
In the opinion of management, the unaudited consolidated financial
statements of Dime Bancorp, Inc. (the "Holding Company") and subsidiaries
(collectively, the "Company") included herein reflect all adjustments
(consisting only of normal recurring accruals) necessary for a fair presentation
of such financial statements as of the dates, or for the periods, indicated. The
unaudited consolidated financial statements presented herein should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Holding Company's Annual Report on Form 10-K for the year ended
December 31, 1999, as amended, (the "1999 10-K"). The results for the three
months and six months ended June 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000.
NOTE 2 -- EARNINGS PER COMMON SHARE
The following table sets forth the computations of basic and diluted
earnings per common share for the periods indicated (in thousands, except per
share data):
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
Basic earnings per common share:
<S> <C> <C> <C> <C>
Numerators:
Income before extraordinary items $34,443 $60,817 $99,716 $119,785
Extraordinary items -- -- -- (4,127)
----------- ----------- ----------- -----------
Net income $34,443 $60,817 $99,716 $115,658
=========== =========== =========== ===========
Denominator:
Weighted average number of common shares outstanding 110,293 111,958 110,415 111,470
Basic earnings per common share:
Income before extraordinary items $ 0.31 $ 0.54 $ 0.90 $ 1.08
Extraordinary items -- -- -- (0.04)
----------- ----------- ----------- -----------
Net income $ 0.31 $ 0.54 $ 0.90 $ 1.04
=========== =========== =========== ===========
Diluted earnings per common share:
Numerators:
Income before extraordinary items $34,443 $60,817 $99,716 $119,785
Extraordinary items -- -- -- (4,127)
----------- ----------- ----------- -----------
Net income $34,443 $60,817 $99,716 $115,658
=========== =========== =========== ===========
Denominator:
Weighted average number of common shares outstanding 110,293 111,958 110,415 111,470
Effects of dilutive common stock options and
restricted common stock 1,146 1,281 919 1,371
----------- ----------- ----------- -----------
Weighted average number of diluted common
shares outstanding 111,439 113,239 111,334 112,841
=========== =========== =========== ===========
Diluted earnings per common share:
Income before extraordinary items $ 0.31 $ 0.54 $ 0.90 $ 1.06
Extraordinary items -- -- -- (0.03)
----------- ----------- ----------- -----------
Net income $ 0.31 $ 0.54 $ 0.90 $ 1.03
=========== =========== =========== ===========
</TABLE>
7
<PAGE> 8
NOTE 3 -- COMPREHENSIVE INCOME
The following table sets forth the Company's comprehensive income for the
periods indicated (in thousands):
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net income $34,443 $60,817 $99,716 $115,658
Other comprehensive loss (10,385) (31,660) (12,994) (45,357)
---------- ---------- ----------- -----------
Comprehensive income $24,058 $29,157 $86,722 $70,301
========== ========== =========== ===========
</TABLE>
NOTE 4 -- HUDSON UNITED BANCORP MERGER TERMINATION
On September 15, 1999, the Holding Company had entered into a definitive
agreement and plan of merger (as subsequently amended, the "Merger Agreement")
with Hudson United Bancorp ("Hudson"), a New Jersey corporation headquartered in
Mahwah, New Jersey, and the holding company for Hudson United Bank, a New Jersey
state-chartered commercial bank. The Merger Agreement, among other things,
provided that Hudson was to merge with and into the Holding Company (the
"Merger").
On April 28, 2000, the Holding Company and Hudson announced that they had
mutually entered into an agreement to terminate the Merger Agreement (the
"Merger Termination Agreement"). Under the terms of the Merger Termination
Agreement, the Holding Company and Hudson agreed to cancel the stock options
granted to each other in connection with the Merger Agreement and to release
each other from any claims related to these arrangements. In light of the fact
that the Hostile Tender Offer, as defined below, was an "initial triggering
event" under the stock option the Holding Company originally issued to Hudson in
connection with the Merger Agreement (the "Stock Option"), the Holding Company,
under the terms of the Merger Termination Agreement, has agreed to pay Hudson
from $50 million to $92 million if certain events occur before October 28, 2001,
including if the Holding Company is acquired by, merges with, or sells a
substantial amount of its assets to another company (the "Subsequent Transaction
Fee"). The circumstances are parallel to those that would have allowed Hudson to
exercise the Stock Option and the amounts owed are generally less than or equal
to the amounts that would have been due under the Stock Option, which had no
upper limit. The Merger Termination Agreement also provides for a payment of
$30.0 million by the Holding Company to Hudson if the Holding Company sells a
significant subsidiary before the same date (the "Subsidiary Transaction Fee").
Any Subsidiary Transaction Fee paid will be deducted from any Subsequent
Transaction Fee payment due. If none of these circumstances occurs before
October 28, 2001, the Merger Termination Agreement provides for a $15.0 million
payment by the Holding Company to Hudson.
The Company, through June 30, 2000, has incurred pre-tax charges of $27.6
million associated with the termination of the Merger, all of which were
recognized during the second quarter of 2000. These charges, which are reflected
under the caption "Special charges" in the accompanying Consolidated Statements
of Income, were comprised of the $15.0 million minimum fee to be paid by the
Holding Company to Hudson pursuant to the Merger Termination Agreement and $12.6
million of legal, advisory, integration and other related expenses.
For a discussion of various litigation by and against the Company in
connection with the Merger, see Part II, Item 1, "Legal Proceedings."
NOTE 5 -- NORTH FORK BANCORPORATION, INC. HOSTILE TENDER OFFER
On March 5, 2000, North Fork Bancorporation, Inc. ("North Fork")
announced its intention to make a hostile offer to acquire all of the
outstanding shares of the Holding Company's common stock (the "Common Stock").
On March 15, 2000, North Fork formally commenced its hostile tender offer
regarding the Common Stock (the "Hostile Tender Offer"). Pursuant to the terms
of the Hostile Tender Offer, the Holding Company's common stockholders (the
"Common Stockholders") would receive 0.9302 shares of North Fork's common stock
and $2.00
8
<PAGE> 9
in cash for each share of Common Stock tendered to North Fork. The Hostile
Tender Offer is conditioned on the satisfaction of a number of factors,
including, but not limited to: (i) the Holding Company entering into a merger
agreement with North Fork; (ii) receipt of required regulatory approvals; and
(iii) the rights under the Stockholder Protection Rights Agreement, dated as of
October 20, 1995, as amended, between the Holding Company and The Dime Savings
Bank of New York, FSB (the "Bank"), as rights agent and successor to The First
National Bank of Boston, not being applicable. To the Company's knowledge, the
aforementioned conditions have not yet been satisfied or waived by North Fork.
On March 20, 2000, the Holding Company's Board of Directors (the "Board")
formally recommended that Common Stockholders reject the Hostile Tender Offer by
not tendering their Common Stock to North Fork. As a result of several
extensions of the Hostile Tender Offer by North Fork, the latest of which was on
July 28, 2000, the Hostile Tender Offer is currently scheduled to expire at
midnight on September 29, 2000. Notwithstanding this scheduled expiration date,
North Fork has publicly indicated that it will continue its hostile takeover
attempt.
The Company, through June 30, 2000, has incurred pre-tax charges of $26.7
million associated with the Hostile Tender Offer, all of which were recognized
during the second quarter of 2000. These charges, which are reflected under the
caption "Special charges" in the accompanying Consolidated Statements of Income,
were comprised of $12.3 million of legal, advisory and proxy solicitation
expenses incurred in defending against the Hostile Tender Offer and $14.4
million related to the accelerated vesting of restricted Common Stock issued
under employee stock plans, which was triggered by the Hostile Tender Offer. The
Hostile Tender Offer also triggered the accelerated vesting of non-vested Common
Stock options issued under employee stock plans, although such vesting did not
result in a charge to operations.
For a discussion of various litigation by and against the Company in
connection with the Hostile Tender Offer, see Part II, Item 1, "Legal
Proceedings."
NOTE 6 -- RECENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. SFAS No. 133, which was
subsequently amended in July 1999 and June 2000, requires that an entity
recognize all derivative instruments as either assets or liabilities in
statements of financial position and measure those instruments at fair value.
SFAS No. 133, as amended, is effective for fiscal years beginning after June 15,
2000. The Company intends to adopt SFAS No. 133 on January 1, 2001. The Company
has not completed its evaluation of the effect that the adoption of SFAS No. 133
will have upon its financial condition and results of operations.
NOTE 7 -- SUBSEQUENT EVENTS
Warburg, Pincus Equity Partners, L.P. Investment
On July 6, 2000, Warburg, Pincus Equity Partners, L.P. ("Warburg") and
the Holding Company entered into an agreement (the "Warburg Agreement"),
pursuant to which Warburg agreed to purchase, for approximately $238 million,
several different securities issued, or to be issued, by the Holding Company. As
further discussed below, Warburg's investment is being made over two closings.
At the first closing, which occurred on July 6, 2000, Warburg purchased,
for $210.2 million, rights (the "Rights") to 12,009.491 shares of the Holding
Company's Series B non-cumulative voting preferred stock (the "Series B Stock"),
par value and liquidation preference of $0.01 per share, and warrants to
purchase 8,142.738 shares of the Holding Company's Series C non-cumulative
non-voting preferred stock (the "Series C Stock"), par value and liquidation
preference of $0.01 per share, and 3,866.753 shares of the Holding Company's
Series D non-cumulative non-voting preferred stock (the "Series D Stock"), par
value and liquidation preference of $0.01 per share. The Rights converted into
shares of Series B Stock on August 1, 2000 upon the receipt of clearance under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976. At the second closing,
which will occur upon receipt of necessary regulatory approvals, Warburg will
purchase, for $28.0 million, 1,598.173 additional shares of Series B Stock and
warrants to purchase approximately 1,598.173 shares of Series D Stock.
9
<PAGE> 10
The material terms of the Series B Stock, the Series C Stock and the
Series D Stock, as well as the warrants to acquire Series C Stock (the "Series C
Stock Warrants") and Series D Stock (the "Series D Stock Warrants," and together
with the Series C Stock Warrants, the "Warrants"), are described below.
Series B Stock. Each share of Series B Stock is convertible into 1,000
shares of Common Stock, entitled to 1,000 votes on all matters on which shares
of Common Stock are entitled to vote, together with the Common Stock as a single
class, and entitled to receive the same dividends and distributions as those
paid on 1,000 shares of Common Stock, other than the distribution of the
litigation tracking warrants (the "Litigation Tracking Warrants") that the
Holding Company has proposed to distribute (see "Proposed Issuance of the
Litigation Tracking Warrants" below). Shares of Series B Stock will convert into
shares of Common Stock on the earliest of: (i) the issuance of the Litigation
Tracking Warrants; (ii) a change in control of the Holding Company; (iii)
lapsing of the transfer restrictions placed on the Series B Stock under certain
provisions of the Warburg Agreement; or (iv) April 6, 2001. Series B Stock has
preference over Common Stock with respect to the payment of dividends and
distribution of assets in the event of a liquidation or dissolution of the
Holding Company.
Series C Stock. Shares of Series C Stock are not entitled to vote, except
as required by law. Each share of Series C Stock is entitled to receive the same
dividends and distributions, other than the distribution of the Litigation
Tracking Warrants, as those paid on 1,000 shares of Common Stock. Upon the
receipt of (1) written advice of counsel that, under applicable federal banking
laws, the shares of Series C Stock may be converted or (2) a certificate that
Warburg is transferring the shares pursuant to a widely dispersed sale, each
share of Series C Stock is convertible into 1,000 shares of Common Stock, unless
the Series B Stock has not yet converted into Common Stock, in which case each
share of Series C Stock will be convertible only into one share of Series B
Stock. Series C Stock has preference over Common Stock with respect to the
payment of dividends and distribution of assets in the event of a liquidation or
dissolution of the Holding Company.
Series D Stock. Shares of Series D Stock are not entitled to vote, except
as required by law. Each share of Series D stock is entitled to receive the same
dividends and distributions, other than the distribution of the Litigation
Tracking Warrants, as those paid on 1,000 shares of Common Stock. The Series D
Stock will not be convertible into any other class of stock of the Holding
Company unless the Holding Company receives stockholder approval of the issuance
of over 20% of the Common Stock or equivalents under the rules of the New York
Stock Exchange (the "NYSE"). Upon such approval, each share of Series D Stock
will convert into one share of Series C Stock. Series D Stock has preference
over Common Stock with respect to the payment of dividends and distribution of
assets in the event of a liquidation or dissolution of the Holding Company.
Warrants. The Series C Stock Warrants and the Series D Stock Warrants
will allow Warburg to purchase Series C Stock and Series D Stock, respectively,
at an exercise price of $21.50 per underlying share of Common Stock, subject to
a number of antidilution and other adjustments. The Warrants do not possess
any voting rights and expire seven years after issuance.
As with the Series C Stock, the Series C Stock Warrants will be exchanged
when it is permissible for the Holding Company to do so under the federal
banking laws and regulations or in the event that Warburg intends to transfer
the Series C Stock Warrants in a widely dispersed sale. At such time, the Series
C Stock Warrants will be exchanged for warrants to acquire Series B Stock if the
Series B Stock has not yet converted into shares of Common Stock. Otherwise, the
Series C Stock Warrants will be converted into warrants to purchase Common
Stock.
As with the Series D Stock, the Series D Stock Warrants will be exchanged
for the Series C Stock Warrants upon the requisite approval by the Holding
Company's stockholders under the rules of the NYSE.
The Holding Company has a right of first offer on any sale of the
Warrants. Warburg has the right to sell any of the Warrants back to the Holding
Company (pursuant to an agreed valuation methodology) upon the occurrence of
certain change in control events and has the right to sell back to the Holding
Company any of the Series D Stock Warrants (pursuant to an agreed valuation
methodology) if the appropriate stockholder approval under the NYSE rules is not
obtained by September 30, 2003 or the other transfer restrictions on the Series
D Stock Warrants lapse before then.
10
<PAGE> 11
In addition to customary antidilution provisions for the Warrants, the
Holding Company has agreed to certain additional antidilution protections in two
circumstances. First, although the various series of stock that Warburg may
acquire upon exercise of the Warrants do not have the right to receive the
Litigation Tracking Warrants, the exercise price of the Warrants may be adjusted
if the average aggregate market price of the Litigation Tracking Warrants is
over $100 million in a 20-day period following their issuance. In this case, the
exercise price of the Warrants will be adjusted downward for the aggregate
market price over $100 million, but only in proportion to Warburg's ownership of
the Holding Company. Second, the exercise price of the Warrants may be adjusted
downward, in proportion to Warburg's ownership of the Holding Company, for any
payment to Hudson in excess of $15.0 million under the Merger Termination
Agreement, unless the payment relates to: (i) a breach of certain
representations by Warburg regarding its ownership of the Holding Company; or
(ii) by another subsequent transaction, such as a merger or tender offer,
approved or recommended by the Board.
Governance Matters. Under the terms of the Warburg Agreement, the Holding
Company agreed to elect or appoint one person nominated by Warburg to serve as a
director of the Holding Company and the Bank. Pursuant to this provision, Mr.
Howard H. Newman became a director of the Holding Company on August 1, 2000. In
addition, two Warburg employees will be allowed to attend and observe meetings
of the boards of directors of the Holding Company and the Bank.
Transfer Restrictions. With certain exceptions, shares of the Holding
Company's stock and warrants to acquire such stock owned by Warburg will be
restricted from transfer subject to, among other things, a schedule whereby 20%
of the shares will be freely tradeable after one year; an additional 30% will be
freely tradeable after two years; and the balance will be freely tradeable after
three years. In addition, Warburg will be permitted to tender into tender or
exchange offers (1) on a pro rata basis with other stockholders of the Holding
Company, provided at least 60% of the shares sought in the tender or exchange
offer have been tendered by the Holding Company's other stockholders or (2) not
opposed by the Holding Company.
Warburg will be released from the transfer restrictions if, among other
things, the Holding Company breaches its material obligations in the Warburg
Agreement or the Holding Company executes documentation, or recommends an offer
to its stockholders, that would result in a change in control of the Holding
Company.
Amendments to the Stockholder Protection Rights Agreement
The Holding Company, on July 6, 2000, amended the Stockholder Protection
Rights Agreement in three respects. First, this agreement will not apply to a
tender offer that has at least a 50% cash component for all shares of Common
Stock and sufficient liquidity in any securities component, provided that the
tendering shares represent at least 75% of the outstanding shares of Common
Stock. Second, a provision has been added to this agreement so that it will
terminate immediately following the Holding Company's 2002 annual stockholders'
meeting. Third, the Stockholder Protection Rights Agreement was amended to
exempt the Warburg investment from triggering the rights under this agreement.
Dutch Auction Tender Offer
On August 1, 2000, the Holding Company commenced a dutch auction tender
offer (the "Dutch Auction Tender Offer") to repurchase approximately 13.6
million shares of its outstanding Common Stock. The Dutch Auction Tender Offer,
which is currently scheduled to expire at midnight on August 28, 2000, has a
floor of $16.00 per share and a cap of $18.00 per share. Closing of this offer
is subject to a number of conditions, including satisfaction of the conditions
to the second closing of the investment by Warburg discussed above.
Proposed Issuance of the Litigation Tracking Warrants
On July 6, 2000, the Holding Company announced that it plans to issue the
Litigation Tracking Warrants to Common Stockholders, representing the right to
receive, upon their exercise, Common Stock equal in value to 85 percent of the
net after-tax proceeds, if any, from the Company's pending goodwill lawsuit
against the United States government. Under the terms of the Warburg Agreement,
Warburg will not be entitled to receive any of the Litigation Tracking Warrants.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain statements contained in this quarterly report on Form 10-Q are
forward-looking and may be identified by the use of words such as "believe,"
"expect," "anticipate," "should," "planned," "estimated," "may," "will,"
"intend" and "potential" and other similar expressions. These forward-looking
statements are based on the current expectations of the Company. A variety of
factors could cause the Company's actual results and experience to differ
materially from the anticipated results or other expectations expressed in such
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's business
include 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 the Company's control and general economic
conditions.
12
<PAGE> 13
RESULTS OF OPERATIONS
General
The following table presents consolidated information of the Company for
the three- and six-month periods ended June 30, 2000 and 1999 on a reported
basis, as well as on an operating earnings basis and a cash operating earnings
basis. Operating earnings represent net income adjusted for the effects of
certain non-recurring or unusual items. Cash operating earnings represent
operating earnings excluding the after-tax impact of amortization of goodwill.
The Company believes that operating earnings and cash operating earnings basis
information, when taken in conjunction with reported results, provide useful
information in evaluating performance on a comparable basis, although neither
operating earnings nor cash operating earnings is currently a required basis for
reporting financial results under generally accepted accounting principles. In
arriving at operating earnings for each of the 2000 periods, net income was
adjusted to exclude special charges associated with the Hostile Tender Offer and
the termination of the Merger (the "Special Charges"). The Special Charges
amounted to $54.3 million on a pre-tax basis and $32.2 million on an after-tax
basis. For the second quarter of 1999, operating earnings were the same as
reported net income, as there were no such adjustments during that quarter. In
arriving at operating earnings for the first six months of 1999, net income was
adjusted to exclude after-tax extraordinary losses of $4.1 million ($7.2 million
on a pre-tax basis) on the early extinguishment of debt.
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Reported Basis:
<S> <C> <C> <C> <C>
Net income $34,443 $60,817 $ 99,716 $115,658
Basic earnings per common share 0.31 0.54 0.90 1.04
Diluted earnings per common share 0.31 0.54 0.90 1.03
Return on average assets 0.56 % 1.15 % 0.83 % 1.08 %
Return on average stockholders' equity 8.86 16.73 12.92 16.21
Operating Earnings Basis:
Operating earnings $66,616 $60,817 $131,889 $119,785
Basic operating earnings per common share 0.60 0.54 1.19 1.08
Diluted operating earnings per common share 0.60 0.54 1.19 1.06
Return on average assets 1.09 % 1.15 % 1.10 % 1.12 %
Return on average stockholders' equity 17.14 16.73 17.09 16.78
Cash Operating Earnings Basis:
Cash operating earnings $73,040 $64,190 $144,709 $125,937
Basic cash operating earnings per common share 0.66 0.57 1.31 1.13
Diluted cash operating earnings per common share 0.66 0.57 1.30 1.12
Return on average tangible assets 1.22 % 1.23 % 1.24 % 1.19 %
Return on average tangible stockholders' equity 28.31 21.43 28.45 21.22
</TABLE>
The Company achieved growth in operating earnings of $5.8 million, or
9.5%, for the second quarter of 2000 and $12.1 million, or 10.1%, for the first
half of 2000, as compared with the corresponding periods of 1999. Diluted
operating earnings per common share increased $0.06, or 11.1%, for the second
quarter of 2000 from the second quarter of 1999 and $0.13, or 12.3%, for the
first half of 2000 from the same period one year ago. The increases in operating
earnings primarily resulted from higher levels of net interest income and fee
income, coupled with reductions in non-interest expense. The effects of these
factors were partially offset by lower net gains on sales activities, largely
associated with the Company's mortgage banking activities. The improvements in
operating earnings reflect both internal factors and the purchase accounting
acquisitions consummated during 1999 (the "1999 Acquisitions"), the most
significant of which were the acquisition in October 1999 of KeyBank National
Association's Long Island banking franchise, which included 28 branches, the
acquisition in August 1999
13
<PAGE> 14
of Citibank N.A.'s indirect automobile finance business and the acquisition in
May 1999 of Lakeview Financial Corp., the then holding company for Lakeview
Savings Bank, which operated 11 branches in northern New Jersey.
Net Interest Income
Net interest income on a taxable-equivalent basis amounted to $156.9
million for the quarter ended June 30, 2000, up $17.0 million, or 12.2%, from
the comparable quarter of 1999. For the first half of 2000, net interest income
on a taxable-equivalent basis was $311.8 million, an increase of $36.3 million,
or 13.2%, from the same period one year ago. These increases were driven by
growth in average interest-earning assets of $2.8 billion, or 14.7%, for the
second quarter of 2000 and $2.1 billion, or 10.9%, for the first six months of
2000, as compared with the corresponding year ago periods. The levels of net
interest income for the 2000 periods, as compared with the 1999 periods, were
also impacted by changes in the net interest margin. The net interest margin
declined to 2.88% for the second quarter of 2000 from 2.94% for the second
quarter of 1999, but rose to 2.92% for the first half of 2000 from 2.84% for the
first half of 1999. In addition to the decline as compared with the second
quarter of 1999, the net interest margin for the second quarter of 2000 was down
8 basis points from the first quarter of 2000. The compression in the net
interest margin is reflective of increases in the cost of interest-bearing
liabilities, particularly borrowed funds, which have outpaced growth in
interest-earning asset yields.
The yields on average interest-earning assets for the second quarter and
first half of 2000 increased to 7.67% and 7.59%, respectively, from 7.01% and
6.98% for the three- and six-month periods ended June 30, 1999, respectively.
Contributing significantly to the higher yields were the effects of the
Company's continuing strategy to increase the aggregate percentage of its
commercial real estate, consumer and business loans (which generally have higher
yields than the Company's residential real estate loans) to total loans
receivable. The aggregate average balance of commercial real estate, consumer
and business loans rose $3.2 billion, or 74.2%, for the second quarter of 2000
and $3.2 billion, or 77.7%, for the first half of 2000, as compared with the
corresponding periods one year ago, reflecting internal growth and the effects
of the 1999 Acquisitions. Such loans represented 47.8% and 47.1% of total
average loans receivable for the second quarter and first half of 2000,
respectively, up from 34.3% and 32.4% for the second quarter and first half of
1999, respectively. The growth in yields on average interest-earning assets for
the 2000 periods, as compared with the 1999 periods, were also reflective of the
rising interest rate environment.
The cost of average interest-bearing liabilities rose to 4.68% for the
second quarter of 2000 from 4.03% for the same quarter of 1999 and to 4.56% for
the first half of 2000 from 4.09% for the comparable year ago period. These
increases were largely attributable to increased borrowing costs due to the
higher short-term interest rate environments during the 2000 periods. The
Company's cost of average borrowed funds rose 120 basis points for the second
quarter of 2000 and 95 basis points for the first half of 2000, as compared with
the corresponding periods of 1999. The Company also experienced increases in the
cost of average deposits of 21 basis points for the second quarter of 2000 and
13 basis points for the first half of 2000, as compared with the same periods
one year ago. These increases were somewhat limited by the Company's strategy to
grow the percentage of its core deposits (which consist of demand, savings and
money market deposits and are generally less costly than the Company's time
deposits as well as its borrowed funds) to total deposits. Core deposits
represented 54.3% of average total deposits for the second quarter of 2000, as
compared with 52.3% for the second quarter of 1999, and 54.1% for the first half
of 2000, as compared with 51.7% for the first half of 1999. The average balance
of core deposits increased to $7.7 billion for each of the 2000 periods from
$6.9 billion for each of the 1999 periods.
14
<PAGE> 15
The following tables set forth, for the periods indicated, the Company's
consolidated average statement of financial condition, net interest income,
interest rate spread and net interest margin. Average balances are computed on a
daily basis. Non-accrual loans are included in average balances in the table
below.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30,
--------------------------------------------------------------------
2000 1999
-------------------------------- ----------------------------------
AVERAGE AVERAGE
AVERAGE INTEREST YIELD/ AVERAGE INTEREST YIELD/
BALANCE (1) COST (1) BALANCE (1) COST (1)
--------- ------------- -------- ------------- --------- --------
(DOLLARS IN THOUSANDS)
ASSETS
Interest-earning assets:
<S> <C> <C> <C> <C> <C> <C>
Loans:
Loans held for sale $1,775,859 $36,639 8.28 % $2,671,910 $45,720 6.86 %
Loans receivable:
Residential real estate 8,219,236 147,091 7.16 8,265,105 141,534 6.85
Commercial real estate 3,716,320 75,764 8.16 2,840,697 53,921 7.59
Consumer 2,711,016 56,696 8.39 1,146,648 22,042 7.70
Business 1,087,281 24,012 8.86 327,249 6,290 7.71
------------ ---------- ------------- ---------
Total loans receivable 15,733,853 303,563 7.73 12,579,699 223,787 7.12
------------ ---------- ------------- ---------
Total loans 17,509,712 340,202 7.78 15,251,609 269,507 7.07
------------ ---------- ------------- ---------
Securities:
Mortgage-backed securities ("MBS") 3,613,514 64,835 7.18 3,156,376 52,545 6.66
Other 796,217 14,951 7.53 699,844 12,725 7.28
------------ ---------- ------------- ---------
Total securities 4,409,731 79,786 7.24 3,856,220 65,270 6.77
------------ ---------- ------------- ---------
Money market investments 15,024 202 5.41 19,588 270 5.52
------------ ---------- ------------- ---------
------------ ---------- ------------- ---------
Total interest-earning assets 21,934,467 420,190 7.67 19,127,417 335,047 7.01
---------- ---------
Other assets 2,507,865 2,074,282
------------- -------------
Total assets $24,442,332 $21,201,699
============= =============
LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Deposits:
Core:
Demand $ 2,161,225 1,910 0.36 $ 1,812,520 2,028 0.45
Savings 2,352,232 12,506 2.14 2,286,908 11,992 2.10
Money market 3,235,486 32,912 4.09 2,837,947 25,967 3.67
------------ ---------- ------------- ---------
Total core 7,748,943 47,328 2.46 6,937,375 39,987 2.31
----------------------- ------------- ---------
Time 6,509,594 84,958 5.25 6,332,616 76,524 4.85
------------ ---------- ------------- ---------
Total deposits 14,258,537 132,286 3.73 13,269,991 116,511 3.52
------------ ---------- ------------- ---------
Borrowed funds:
Federal funds purchased and securities
sold under agreements to repurchase 3,380,967 54,139 6.34 3,168,608 38,619 4.82
Other short-term borrowings 3,509,052 54,258 6.12 1,839,495 23,020 4.95
Other 1,307,394 22,558 6.86 1,061,706 16,978 6.36
----------------------- ------------- ---------
Total borrowed funds 8,197,413 130,955 6.33 6,069,809 78,617 5.13
------------ ---------- ------------- ---------
Total interest-bearing liabilities 22,455,950 263,241 4.68 19,339,800 195,128 4.03
---------- ---------
Other liabilities 431,520 408,129
Stockholders' equity 1,554,862 1,453,770
------------- -------------
Total liabilities and stockholders' equity $24,442,332 $21,201,699
============= =============
Net interest income $156,949 $139,919
========== =========
Interest rate spread 2.99 2.98
Net interest margin 2.88 2.94
-----------
</TABLE>
(1) Interest income and yields are presented on a taxable-equivalent basis,
assuming a federal income tax rate of 35% and applicable state and local
income tax rates.
15
<PAGE> 16
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30,
------------------------------------------------------------------
2000 1999
-------------------------------- --------------------------------
AVERAGE INTEREST AVERAGE AVERAGE INTEREST AVERAGE
YIELD/ YIELD/
BALANCE (1) COST (1) BALANCE (1) COST (1)
----------------------- -------- ------------- --------- --------
(DOLLARS IN THOUSANDS)
ASSETS
Interest-earning assets:
Loans:
<S> <C> <C> <C> <C> <C> <C>
Loans held for sale $1,550,226 $63,596 8.24 % $2,899,180 $97,912 6.79 %
Loans receivable:
Residential real estate 8,207,686 292,596 7.13 8,572,317 292,158 6.82
Commercial real estate 3,616,297 144,925 8.02 2,732,584 103,675 7.59
Consumer 2,623,975 109,755 8.39 1,075,837 41,696 7.79
Business 1,076,618 46,874 8.73 309,406 12,054 7.84
------------ ---------- ------------- ---------
Total loans receivable 15,524,576 594,150 7.66 12,690,144 449,583 7.09
------------ ---------- ------------- ---------
Total loans 17,074,802 657,746 7.71 15,589,324 547,495 7.04
------------ ---------- ------------- ---------
Securities:
MBS 3,624,301 128,513 7.09 3,047,500 101,443 6.66
Other 758,312 27,692 7.32 694,676 25,040 7.23
------------ ---------- ------------- ---------
Total securities 4,382,613 156,205 7.13 3,742,176 126,483 6.76
------------ ---------- ------------- ---------
Money market investments 16,619 449 5.43 29,064 776 5.37
------------ ---------- ------------- ---------
Total interest-earning assets 21,474,034 814,400 7.59 19,360,564 674,754 6.98
---------- ---------
Other assets 2,485,212 2,048,850
------------ -------------
Total assets $23,959,246 $21,409,414
============ =============
LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Deposits:
Core:
Demand $ 2,093,070 3,678 0.35 $ 1,822,107 3,675 0.41
Savings 2,361,679 25,422 2.16 2,283,188 24,178 2.14
Money market 3,244,955 65,852 4.08 2,774,779 51,149 3.72
------------ ---------- ------------- ---------
Total core 7,699,704 94,952 2.48 6,880,074 79,002 2.32
------------ ---------- ------------- ---------
Time 6,545,186 167,810 5.16 6,440,109 157,351 4.93
------------ ---------- ------------- ---------
Total deposits 14,244,890 262,762 3.71 13,320,183 236,353 3.58
------------ ---------- ------------- ---------
Borrowed funds:
Federal funds purchased and
securities sold under agreements
to repurchase 3,368,477 103,020 6.05 3,117,916 75,955 4.85
Other short-term borrowings 3,071,349 91,823 5.91 2,192,684 55,720 5.06
Other 1,311,439 44,975 6.82 944,748 31,215 6.59
------------ ---------- ------------- ---------
Total borrowed funds 7,751,265 239,818 6.13 6,255,348 162,890 5.18
------------ ---------- ------------- ---------
Total interest-bearing
liabilities 21,996,155 502,580 4.56 19,575,531 399,243 4.09
---------- ---------
Other liabilities 419,444 406,570
Stockholders' equity 1,543,647 1,427,313
------------ -------------
Total liabilities and stockholders' equity $23,959,246 $21,409,414
============ =============
Net interest income $311,820 $275,511
========== =========
Interest rate spread 3.03 2.89
Net interest margin 2.92 2.84
</TABLE>
-----------
(1) Interest income and yields are presented on a tax-equivalent basis,
assuming a federal income tax rate of 35% and applicable state and local
income taxes.
16
<PAGE> 17
The following table sets forth, for the periods indicated, the changes in
interest income on a taxable-equivalent basis and interest expense and the
amounts attributable to changes in average balances (volume) and average
interest rates (rate). The changes in interest income and interest expense
attributable to changes in both volume and rate have been allocated
proportionately to the changes due to volume and the changes due to rate.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, 2000 VERSUS 1999 JUNE 30, 2000 VERSUS 1999
------------------------------------- -------------------------------------
INCREASE (DECREASE) INCREASE (DECREASE)
------------------------------------- -------------------------------------
DUE TO DUE TO DUE TO DUE TO
VOLUME RATE TOTAL VOLUME RATE TOTAL
------------ ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
Interest income:
<S> <C> <C> <C> <C> <C> <C>
Total loans $42,277 $28,418 $70,695 $54,676 $55,575 $110,251
Total securities 9,805 4,711 14,516 22,541 7,181 29,722
Money market investments (62) (6) (68) (336) 9 (327)
------------ ----------- ----------- ----------- ----------- -----------
Total interest income 52,020 33,123 85,143 76,881 62,765 139,646
------------ ----------- ----------- ----------- ----------- -----------
Interest expense:
Total deposits 8,959 6,816 15,775 16,822 9,587 26,409
Total borrowed funds 31,418 20,920 52,338 43,056 33,872 76,928
------------ ----------- ----------- ----------- ----------- -----------
Total interest expense 40,377 27,736 68,113 59,878 43,459 103,337
------------ ----------- ----------- ----------- ----------- -----------
Net interest income $11,643 $5,387 $17,030 $17,003 $19,306 $36,309
============ =========== =========== =========== =========== ===========
</TABLE>
Provision for Loan Losses
The provision for loan losses, which is predicated upon the Company's
assessment of the adequacy of its allowance for loan losses (see "Management of
Credit Risk"), amounted to $7.0 million for the second quarter of 2000 and $14.0
million for the first six months of 2000. In comparison, the provision for loan
losses was $7.5 million and $15.5 million for the three months and six months
ended June 30, 1999, respectively. Net loan charge-offs were $6.1 million for
the quarter ended June 30, 2000, as compared with $3.5 million for the second
quarter of 1999, and $10.9 million for the first six months of 2000, as compared
with $4.2 million for the first six months of 1999.
Non-Interest Income
General. Non-interest income was $133.4 million for the quarter ended
June 30, 2000, down $19.1 million from the comparable quarter of 1999. For the
first six months of 2000, non-interest income amounted to $266.6 million, a
decline of $35.1 million from the same period one year ago. These decreases
resulted from lower net gains on sales activities, largely associated with the
Company's mortgage banking activities. Excluding net gains on sales activities,
non-interest income increased $8.1 million, or 8.5%, for the second quarter of
2000 and $19.7 million, or 11.0%, for the first half of 2000, as compared with
the corresponding periods of 1999. Non-interest income represented 46.1% of
total revenue (net interest income plus non-interest income) for the second
quarter of 2000, as compared with 52.2% for the second quarter of 1999, and
46.2% for the first six months of 2000, as compared with 52.3% for the first six
months of 1999.
Loan Servicing and Production Fees. Loan servicing and production fees
amounted to $71.3 million for the second quarter of 2000, an increase of $1.5
million from the corresponding quarter of 1999, and $138.1 million for the first
half of 2000, up $6.5 million from the same period one year ago. These increases
reflect higher levels of loan servicing fees, the effects of which were
partially offset by declines in loan production fees.
Loan servicing fees rose to $54.0 million and $107.7 million for the
second quarter and first six months of 2000, respectively, from $47.8 million
and $88.2 million for the second quarter and first six months of 1999,
respectively, largely as a result of growth in the average balances of the loan
servicing portfolio. At June 30, 2000, the Company's portfolio of mortgage loans
serviced for others (excluding loans being subserviced by the Company) amounted
to $38.2 billion, up $1.1 billion, or 2.9%, from December 31, 1999 and $5.7
billion, or 17.4%, from one year earlier. This portfolio consists substantially
of residential real estate loans, the underlying weighted average coupon rates
of which were 7.30%, 7.25% and 7.17% at June 30, 2000, December 31, 1999 and
June 30, 1999,
17
<PAGE> 18
respectively. Loans subserviced by the Company totaled $2.9 billion at June 30,
2000, as compared with $1.3 billion at December 31, 1999 and $5.4 billion at
June 30, 1999.
As a result of an amendment in March 2000 of the Company's existing
agreement with PNC Mortgage Corp. of America ("PNC Mortgage"), the Company,
subject to the limitation set forth below, will sell to PNC Mortgage the
servicing rights to substantially all conforming conventional fixed-rate
residential real estate loans sold into the secondary market by the Company
through July 31, 2001. Under the revised agreement, the maximum unpaid principal
balances of the loans related to the servicing rights to be sold to PNC Mortgage
will be limited to $3.5 billion per quarter, unless the Company and PNC Mortgage
agree to a higher amount.
Loan production fees declined to $17.3 million for the second quarter of
2000 from $22.0 million for the second quarter of 1999 and to $30.4 million for
the first six months of 2000 from $43.5 million for the first six months of
1999. These declines reflect reductions in residential real estate loan
production levels to $4.9 billion for the second quarter of 2000 from $6.5
billion for the second quarter of 1999 and to $8.2 billion for the first half of
2000 from $13.6 billion for the first half of 1999.
Banking Service Fees. Banking service fees for the second quarter of 2000
amounted to $16.4 million, up 30.4% from $12.6 million for the second quarter of
1999. For the first six months of 2000, banking service fees totaled $31.9
million, an increase of 33.9% from $23.9 million for the corresponding period of
1999. These increases reflect higher transaction levels, primarily as a result
of the 1999 Acquisitions, together with changes in the Company's fee structure.
Securities and Insurance Brokerage Fees. Securities and insurance
brokerage fees totaled $11.3 million for the second quarter of 2000, an increase
of $1.3 million, or 12.6%, from the comparable prior year quarter. For the first
six months of 2000, securities and insurance brokerage fees totaled $21.8
million, up $3.2 million, or 17.1%, from the same period of 1999. These
increases were driven by growth in fees from securities brokerage activities due
to, among other factors, the 1999 Acquisitions.
Net Gains on Sales Activities. Net gains on sales activities amounted to
$30.5 million for the three months ended June 30, 2000, down $27.2 million, or
47.1%, from the second quarter of 1999. Net gains on sales activities for the
first half of 2000 were $67.2 million, a reduction of $54.8 million, or 45.0%,
from the level in the comparable prior year period. These declines were largely
associated with the Company's mortgage banking activities.
Net gains associated with loans held for sale decreased to $24.1 million
for the second quarter of 2000 from $55.1 million for the second quarter of 1999
and to $53.9 million for the first six months of 2000 from $119.1 million for
the first six months of 1999, due substantially to declines in loan sales. For
the three- and six-month periods ended June 30, 2000, sales of loans held for
sale amounted to $3.9 billion and $7.0 billion, respectively. In comparison,
sales of loans held for sale amounted to $6.6 billion and $13.9 billion during
the three- and six-month periods ended June 30, 1999, respectively.
Net gains on sales of mortgage servicing rights amounted to $4.1 million
for the second quarter of 2000, as compared with $0.1 million during the
comparable quarter of 1999. For the first half of 2000, net gains on sales of
mortgage servicing rights totaled $7.9 million, up from $0.6 million for the
comparable period of 1999.
Other. Other non-interest income increased to $3.9 million for the
quarter ended June 30, 2000 from $2.5 million for the second quarter of 1999 and
to $7.5 million for the first six months of 2000 from $5.6 million for the first
six months of 1999. These increases were substantially associated with higher
revenue from the Company's bank-owned life insurance program.
Non-Interest Expense
General. Non-interest expense amounted to $232.7 million and $411.6
million for the second quarter and first half of 2000, respectively, as compared
with $188.4 million and $371.5 million for the second quarter and first half of
1999, respectively. Excluding the Special Charges of $54.3 million reflected in
each of the 2000 periods, non-interest expense declined $9.9 million, or 5.3%,
for the second quarter of 2000 and $14.2 million, or
18
<PAGE> 19
3.8%, for the first half of 2000, as compared with the corresponding periods one
year ago. These declines were attributable to reductions in both general and
administrative ("G&A") expense and amortization of mortgage servicing assets,
the effects of which were partially offset by higher amortization of goodwill.
G&A Expense. G&A expense declined 7.1% to $139.1 million for the second
quarter of 2000 from $149.7 million for the same quarter one year ago and 6.3%
to $280.4 million for the first half of 2000 from $299.3 million for the first
half of 1999. A wide variety of factors contributed to these declines, including
volume-related reductions in mortgage banking activities, productivity and
efficiency improvements, expense control initiatives and the elimination of
expenses associated with the Company's plan to prepare its computer systems for
the year 2000 (the "Year 2000 Plan"), the effects of which more than offset
additional expenses related to the 1999 Acquisitions.
Compensation and employee benefits expense totaled $75.8 million for the
second quarter of 2000 and $151.4 million for the first six months of 2000, as
compared with $75.2 million and $151.7 million for the three months and six
months ended June 30, 1999, respectively. The expense levels for the 2000
periods were relatively unchanged from the 1999 periods as a result of the net
effect of numerous factors, the most significant of which were staff additions
associated with the 1999 Acquisitions and reductions in the level of employees
in the Company's mortgage banking operations in response to the slowing of
residential real estate loan production. At June 30, 2000, the Company's
full-time equivalent employee complement was 6,490, down from 6,928 at December
31, 1999 and 7,373 at June 30, 1999.
Occupancy and equipment expense amounted to $27.6 million for the second
quarter of 2000, an increase of $1.7 million from the comparable prior year
quarter. For the first half of 2000, occupancy and equipment expense was $55.7
million, or $5.0 million higher than the same period one year ago. Contributing
significantly to the higher expense levels were the 1999 Acquisitions, the
effects of which were offset, in part, by reduced expenses associated with the
Company's mortgage banking operations.
Other G&A expense declined to $35.6 million for the second quarter of
2000 from $48.6 million for the same quarter one year ago and to $73.2 million
for the first six months of 2000 from $96.9 million for the comparable period of
1999. A variety of factors contributed to these declines, which occurred despite
the effects of the 1999 Acquisitions, including reduced expenses incurred by the
Company's mortgage banking operations, decreases in marketing and other real
estate owned expenses, as well as Year 2000 Plan expenses incurred during the
first half of 2000.
Amortization of Mortgage Servicing Assets. Amortization of mortgage
servicing assets amounted to $31.0 million for the second quarter of 2000, down
$4.2 million, or 11.9%, from the second quarter of 1999. Amortization of
mortgage servicing assets for the first half of 2000 totaled $60.2 million, a
decline of $5.6 million, or 8.5%, as compared with the first half of 1999. These
decreases occurred, despite growth in the average balance of mortgage servicing
assets, due largely to a slowing of prepayment activity of the loans underlying
the mortgage servicing assets portfolio in response to the comparatively higher
long-term interest rate environment during each of the 2000 periods.
At June 30, 2000, the Company's mortgage servicing assets (including
related derivative financial instruments hedging such assets) had a carrying
value of $946.5 million and an estimated fair value of $1,026.8 million. At
December 31, 1999 and June 30, 1999, the carrying value of mortgage servicing
assets amounted to $980.9 million and $882.8 million, respectively.
Amortization of Goodwill. Amortization of goodwill was $8.4 million for
the second quarter of 2000, up $4.9 million from the same quarter in 1999. For
the first half of 2000, amortization of goodwill amounted to $16.7 million, or
$10.3 million higher than in the comparable prior year period. These increases
were associated with the 1999 Acquisitions.
Special Charges. During the second quarter and first half of 2000, the
Company recognized the Special Charges of $54.3 million associated with the
Hostile Tender Offer and the termination of the Merger. These charges included:
(i) $12.3 million of legal, advisory and proxy solicitation expenses incurred in
defending against the Hostile Tender Offer; (ii) $14.4 million related to the
accelerated vesting of restricted Common Stock triggered
19
<PAGE> 20
by the Hostile Tender Offer; (iii) $15.0 million associated with the minimum fee
to be paid by the Holding Company to Hudson pursuant to the Merger Termination
Agreement; and (iv) $12.6 million of legal, advisory, integration and other
expenses incurred in connection with the terminated Merger.
North Fork has publicly indicated that it will continue with its hostile
takeover attempt and the Company is involved in various litigation regarding
the Hostile Tender Offer and related matters. In connection therewith, the
Company expects to incur additional expenses, although the level of such
expenses cannot currently be predicted.
Pursuant to the terms of the Merger Termination Agreement, the Holding
Company has agreed to pay Hudson the Subsequent Transaction Fee of $50 million
to $92 million if certain events occur before October 28, 2001, including if the
Holding Company is acquired by, merges with, or sells a substantial amount of
its assets to another company. The Merger Termination Agreement also provides
for the payment of the Subsidiary Transaction Fee of $30.0 million by the
Holding Company to Hudson if the Holding Company sells a significant subsidiary
before the same date. Any Subsidiary Transaction Fee paid will be deducted from
any Subsequent Transaction Fee payment due. If none of these circumstances
occurs before October 28, 2001, the Merger Termination Agreement provides for a
$15.0 million payment by the Holding Company to Hudson.
Income Tax Expense
Income tax expense was $15.4 million for the second quarter of 2000, as
compared with $35.7 million for the second quarter of 1999, and $52.1 million
for the first half of 2000, as compared with $70.3 million for the first half of
1999. Income tax expense for each of the 2000 periods was reduced by $22.1
million as a result of tax benefits associated with the Special Charges. The
Company's effective income tax rates were 30.9% and 34.3% for the three- and
six-month periods ended June 30, 2000, respectively, as compared with 37.0% in
each of the comparable prior year periods. Excluding the tax benefits associated
with the Special Charges, the Company's effective income tax rate for each of
the three- and six-month periods ended June 30, 2000 was 36.0%.
Extraordinary Items
During the first six months of 1999, the Company recognized after-tax
extraordinary losses of $4.1 million on the early extinguishment of $110.0
million of debt. These losses, which totaled $7.2 million on a pre-tax basis,
were all incurred during the first quarter of 1999.
BUSINESS SEGMENTS
For purposes of its disclosures in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," the
Company has four reportable segments: Retail Banking; Commercial Banking;
Mortgage Banking; and Investment Portfolio. The Company measures the performance
of each business segment on an operating earnings basis utilizing an internal
profitability reporting system.
The performance of the Company's segments will vary from period to period
for a variety of factors. The primary factors are the amount of revenue earned
and direct expenses incurred by each segment. However, other factors may also
play an important role in segment performance. Among the most significant of
these other factors are interest rate movements and general economic conditions,
which influence the Company's transfer pricing, and the level of internal
support expenses, which are fully allocated in the Company's internal
profitability reporting process.
20
<PAGE> 21
The following table sets forth certain information regarding the
Company's business segments (dollars in thousands):
<TABLE>
<CAPTION>
TOTAL
RETAIL COMMERCIAL MORTGAGE INVESTMENT REPORTABLE
BANKING BANKING BANKING PORTFOLIO SEGMENTS OTHER (1) TOTAL
------------ ----------- ----------- ----------- -------------- ---------- ------------
For the three months
ended June 30, 2000:
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenue (2) $ 136,717 $ 34,726 $ 110,899 $ 14,223 $ 296,565 $ (14,009) $ 282,556
Operating earnings 44,830 14,342 8,945 8,340 76,457 (9,841) 66,616
Percentage of segment
operating earnings to
total operating
earnings of
reportable segments 58.6 % 18.8 % 11.7 % 10.9 % 100.0 %
For the three months
ended June 30, 1999:
Operating revenue (2) $ 105,097 $ 27,738 $ 150,897 $ 9,455 $ 293,187 $ (8,294) $284,893
Operating earnings 30,904 12,660 16,186 5,044 64,794 (3,977) 60,817
Percentage of segment
operating earnings to
total operating
earnings of
reportable segments 47.7 % 19.5 % 25.0 % 7.8 % 100.0 %
For the six months ended
June 30, 2000:
Operating revenue (2) $ 264,399 $ 70,462 $ 218,589 $ 27,482 $ 580,932 $ (17,527) $ 563,405
Operating earnings 83,550 29,686 15,214 16,293 144,743 (12,854) 131,889
Percentage of segment
operating earnings to
total operating
earnings of
reportable segments 57.7 % 20.5 % 10.5 % 11.3 % 100.0 %
For the six months ended
June 30, 1999:
Operating revenue (2) $ 207,857 $ 51,503 $ 303,406 $ 18,014 $ 580,780 $(19,159) $561,621
Operating earnings 61,928 23,159 35,831 9,469 130,387 (10,602) 119,785
Percentage of segment
operating earnings to
total operating
earnings of
reportable segments 47.5 % 17.8 % 27.5 % 7.2 % 100.0 %
Assets at:
June 30, 2000 $11,123,713 $5,007,947 $4,009,457 $4,401,428 $24,542,545 $716,231 $25,258,776
June 30, 1999 9,312,806 3,347,235 4,125,440 4,169,493 20,954,974 474,809 21,429,783
</TABLE>
(1) Amounts in this column represent intersegment eliminations and other
reconciling items.
(2) Operating revenue reflects net interest income after provision for loan
losses plus non-interest income.
21
<PAGE> 22
Reconcilements of operating earnings to reported net income are provided
in the following table for the periods indicated (in thousands):
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------- ------------------------
2000 1999 2000 1999
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Operating earnings $ 66,616 $60,817 $131,889 $119,785
Items not included in operating earnings:
Special charges associated with the Hostile Tender Offer and
termination of the Merger, net of tax benefits of $22,082 (32,173) -- (32,173) --
Extraordinary losses on early extinguishment of debt, net of
tax benefits of $3,044 -- -- -- (4,127)
----------- ----------- ----------- ----------
Reported net income $ 34,443 $60,817 $99,716 $115,658
=========== =========== =========== ==========
</TABLE>
The Retail Banking segment, which focuses on individuals, includes
deposit accounts and related services, securities brokerage services, insurance
products, consumer lending activities and a portfolio of residential real estate
loans receivable. For the second quarter of 2000, the Retail Banking segment's
operating earnings were $44.8 million, an increase of $13.9 million, or 45.1%,
as compared with the same quarter of 1999. For the six months ended June 30,
2000, the Retail Banking segment had operating earnings of $83.6 million, up
$21.6 million, or 34.9%, from the comparable period of 1999. The operating
earnings increases for this segment were principally due to higher net interest
income, which was driven by growth in average consumer loans receivable and core
deposits, coupled with higher levels of fee income. These improvements
principally reflect the impact of the 1999 Acquisitions and internal growth.
The Commercial Banking segment, which includes commercial real estate
lending and business banking activities, provides both lending and deposit
products and services to business customers. The operating earnings generated by
the Commercial Banking segment were $14.3 million for the second quarter of
2000, up 13.3% from $12.7 million for the comparable prior year quarter, and
$29.7 million for the first six months of 2000, up 28.2% from $23.2 million for
the same period one year ago. These increases largely reflect internally
generated growth in commercial real estate and business lending, coupled with
benefits associated with the 1999 Acquisitions.
The Mortgage Banking segment's activities include the production of
residential real estate loans either for the Company's portfolio or for sale
into the secondary market and servicing loans for the Company and others. The
Mortgage Banking segment had operating earnings of $8.9 million for the second
quarter of 2000, a decline of $7.2 million, or 44.7%, from the second quarter of
1999. For the first half of 2000, the Mortgage Banking segment's operating
earnings were $15.2 million, down $20.6 million, or 57.5%, from the
corresponding year ago period. These declines mainly reflect reduced loan
production and loan sales activities, the effects of which were partially offset
by growth in the loan servicing portfolio and lower non-interest expense. The
reductions in loan production, which resulted in the lower levels of loan sales
activities, were largely attributable to the effects of the comparatively higher
interest rate environments during the 2000 periods.
The Investment Portfolio segment invests in certain debt and equity
securities and money market investments in conjunction with the Company's
overall liquidity, interest rate risk and credit risk management processes. The
operating earnings for this segment amounted to $8.3 million for the second
quarter of 2000, up $3.3 million, or 65.3%, from the comparable quarter of 1999.
For the first six months of 2000, the Investment Portfolio segment had operating
earnings of $16.3 million, an increase of $6.8 million, or 72.1%, from the same
period of 1999. These increases resulted primarily from higher levels of net
interest income and favorable changes in results from security sales. The
increases in net interest income were driven by growth in average balances of
securities available for sale, particularly MBS, coupled with higher security
yields.
22
<PAGE> 23
ASSET/LIABILITY MANAGEMENT
General
The Company's asset/liability management is governed by policies that are
reviewed and approved annually by the Boards of Directors of the Holding Company
and the Bank, which oversee the development and execution of risk management
strategies in furtherance of these policies. The Asset/Liability Management
Committee, which is comprised of members of the Company's senior management,
monitors the Company's interest rate risk position and related strategies.
Market Risk
In general, market risk is the sensitivity of income to variations in
interest rates, foreign currency exchange rates, commodity prices, and other
relevant market rates or prices, such as prices of equities. The Company's
market rate sensitive instruments include interest-earning assets,
interest-bearing liabilities and derivative financial instruments.
The Company enters into market rate sensitive instruments in connection
with its various business operations, particularly its mortgage banking
activities. Loans originated, and the related commitments to originate loans
that will be sold, represent market risk that is realized in a short period of
time, generally two to three months.
The Company's primary source of market risk exposure arises from changes
in United States interest rates and the effects thereof on mortgage prepayment
and closing behavior, as well as depositors' choices ("interest rate risk").
Changes in these interest rates will result in changes in the Company's earnings
and the market value of its assets and liabilities. The Company does not have
any material exposure to foreign exchange rate risk or commodity price risk.
Movements in equity prices may have an indirect, but limited, effect on certain
of the Company's business activities or the value of credit sensitive loans and
securities.
Interest Rate Risk Management
The Company manages its interest rate risk through strategies designed to
maintain acceptable levels of interest rate exposure throughout a range of
interest rate environments. These strategies are intended not only to protect
the Company from significant long-term declines in net interest income as a
result of certain changes in the interest rate environment, but also to mitigate
the negative effect of certain interest rate changes upon the Company's mortgage
banking operating results. The Company seeks to contain its interest rate risk
within a band that it believes is manageable and prudent given its capital and
income generating capacity. As a component of its interest rate risk management
process, the Company employs various derivative financial instruments.
The Company's sensitivity to interest rates is driven primarily by the
mismatch between the term to maturity or repricing of its interest-earning
assets and that of its interest-bearing liabilities. Historically, the Company's
interest-bearing liabilities have repriced or matured, on average, sooner than
its interest-earning assets.
The Company is also exposed to interest rate risk arising from the
"option risk" embedded in many of the Company's interest-earning assets. For
example, mortgages and the mortgages underlying MBS may contain prepayment
options, interim and lifetime interest rate caps and other such features
affected by changes in interest rates. Prepayment option risk affects
mortgage-related assets in both rising and falling interest rate environments as
the financial incentive to refinance a mortgage loan is directly related to the
level of the existing interest rate on the loan relative to current market
interest rates.
Extension risk on mortgage-related assets is the risk that the duration
of such assets may increase as a result of declining prepayments due to rising
interest rates. Certain mortgage-related assets are more sensitive to changes in
interest rates than others, resulting in a higher risk profile. Because the
Company's interest-bearing liabilities are not similarly affected, the gap
between the duration of the Company's interest-earning assets and
interest-bearing liabilities generally increases as interest rates rise. In
addition, in a rising interest rate environment,
23
<PAGE> 24
adjustable-rate assets may reach interim or lifetime interest rate caps, thereby
limiting the amount of their upward adjustment, which effectively lengthens the
duration of such assets.
Lower interest rate environments may also present interest rate risk
exposure. In general, lower interest rate environments tend to accelerate loan
prepayment rates, thus reducing the duration of mortgage-related assets and
accelerating the amortization of any premiums paid in the acquisition of these
assets. The amortization of any premiums over a shorter than expected term
causes yields on the related assets to decline from anticipated levels. In
addition, unanticipated accelerated prepayment rates increase the likelihood of
potential losses of net future servicing revenues associated with the Company's
mortgage servicing assets.
The Company is also exposed to interest rate risk resulting from certain
changes in the shape of the yield curve (particularly a flattening or inversion
-- also called "yield curve twist risk" -- of the yield curve) and to differing
indices upon which the yield on the Company's interest-earning assets and the
cost of its interest-bearing liabilities are based ("basis risk").
In evaluating and managing its interest rate risk, the Company employs
simulation models to help assess its interest rate risk exposure and the impact
of alternate interest rate scenarios, which consider the effects of
adjustable-rate loan indices, periodic and lifetime interest rate adjustment
caps, estimated loan prepayments, anticipated deposit retention rates and other
dynamics of the Company's portfolios of interest-earning assets and
interest-bearing liabilities.
Derivative Financial Instruments
The Company currently uses a variety of derivative financial instruments
to assist in managing its interest rate risk exposures. While the Company's use
of derivative financial instruments in managing its interest rate exposures has
served to mitigate the unfavorable effects that changes in interest rates may
have on its results of operations, the Company continues to be subject to
interest rate risk.
Interest Rate Risk-Management Instruments. The Company's assets have
historically repriced or matured at a longer term than the liabilities used to
fund those assets. At June 30, 2000, the Company used the following derivative
financial instruments in its efforts to reduce its repricing risk: (i) interest
rate swaps, where, based on the notional amount of the related agreement, the
Company makes fixed-rate payments and receives variable-rate payments, all of
which are tied to the one- or three-month London Interbank Offered Rate
("LIBOR"); (ii) interest rate caps, where, in exchange for the payment of a
premium, the Company receives the excess of a designated market interest rate
(one-month LIBOR or the Bond Market Association municipal bond index) over a
specified strike rate, as applied to the notional amount of the related
agreement; (iii) interest rate cap corridors, where, in exchange for the payment
of a premium to the counterparty, the Company receives the amount by which
one-month LIBOR exceeds a specified strike rate up to a maximum rate, as applied
to the notional amount of the related agreement; (iv) interest rate futures,
where the Company pays any increase, or receives any decrease, in the market
value of the underlying financial instrument; (v) short sales of MBS; and (vi)
call options written on U.S. Treasury note futures. In addition, the Company, in
connection with its issuance of time deposits with various call features, has
entered into pay variable (based on three-month LIBOR)/receive fixed interest
rate swaps with matching call features that, considered together with the
related time deposits, results in short-term repricing liabilities. The Company
uses these time deposits to replace short-term repricing wholesale funds.
24
<PAGE> 25
The following table sets forth the derivative financial instruments used
by the Company at June 30, 2000 for interest rate risk-management purposes,
segregated by the activities that they hedge (dollars in thousands):
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
ESTIMATED --------------------------
NOTIONAL FAIR RATE RATE
AMOUNT VALUE PAYABLE RECEIVABLE
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Pay fixed/receive variable interest rate swaps hedging:
Securities available for sale (1) $836,290 $1,824 6.61% 6.65%
Loans receivable (1) 1,711,642 42,790 6.38 6.65
Short-term borrowings (1) 1,075,000 5,863 6.11 6.62
Pay variable/receive fixed interest rate swaps hedging:
Time deposits (1) 85,000 (797) 6.61 7.93
Pay fixed/receive variable forward-starting interest rate
swaps hedging:
Short-term borrowings (2) 200,000 (911) -- --
Interest rate caps hedging:
Loans receivable (3) 59,600 182 -- --
Interest rate cap corridors hedging:
Securities available for sale (4) 59,810 2,882 -- --
Loans receivable (5) 297,160 13,654 -- --
Interest rate futures hedging:
Securities available for sale 280,200 -- -- --
Loans receivable 59,500 -- -- --
Short sales hedging:
Loans receivable 178,000 (1,062) -- --
Call options written hedging:
Loans receivable 100,000 (594) -- --
------------ -----------
$4,942,202 $63,831
============ ===========
</TABLE>
----------
(1) Variable rates are presented on the basis of rates in effect at June 30,
2000; however, actual repricings of the interest rate swaps will be based
on the applicable interest rates in effect at the actual repricing dates.
(2) The accrual of interest does not begin until August 29, 2000. The fixed
rate payable will be 7.34% and the variable rate receivable will be tied
to three-month LIBOR.
(3) The weighted average strike rate was 6.39%.
(4) The weighted average strike rate was 5.16% and the weighted average
maximum rate was 6.28%.
(5) The weighted average strike rate was 5.15% and the weighted average
maximum rate was 6.26%.
Mortgage Banking Risk-Management Instruments. At June 30, 2000, the
Company used the following derivative financial instruments to protect against
the adverse impact on the value of the Company's mortgage servicing assets of
substantial declines in long-term interest rates and the consequent increase in
mortgage prepayment rates: (i) interest rate floors, where, in exchange for the
payment of a premium to the counterparty, the Company receives the excess of a
specified strike rate over a designated market interest rate (generally constant
maturity Treasury or swap indices), as applied to the notional amount of the
related agreement; (ii) interest rate swaps, where the Company receives a fixed
rate and pays a variable rate tied to one- or three-month LIBOR; (iii) interest
rate swaptions, where, in exchange for the payment of a premium to the
counterparty, the Company, at a future date, has the right to enter into
interest rate swap agreements; and (iv) principal-only swaps, where the Company:
(a) receives the discount realized on the underlying principal-only security and
pays a variable rate based on one-month LIBOR as applied to the notional amount
of the agreement; and (b) pays or receives changes in the market value of the
underlying principal-only security.
Two major classes of derivative financial instruments were used by the
Company at June 30, 2000 to hedge the risk in its loans held for sale and
related commitment pipeline. To the extent that the Company estimates that it
will have loans to sell, the Company sells loans into the forward MBS market.
Such short sales are similar in composition as to term and coupon with the loans
held in, or expected to be funded into, the loans held for sale portfolio. In
addition, because the amount of loans that the Company will fund, as compared
with the total amount
25
<PAGE> 26
of loans that it has committed to fund, is uncertain, the Company purchased put
options on MBS and interest rate futures.
The following table sets forth the derivative financial instruments used
by the Company at June 30, 2000 in connection with its mortgage banking
activities, segregated by the activities that they hedge (dollars in thousands):
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
ESTIMATED ------------- -----------
NOTIONAL FAIR VARIABLE-RATE FIXED-RATE
AMOUNT VALUE PAYABLE RECEIVABLE
------------ ----------- ------------- -----------
<S> <C> <C> <C> <C>
Interest rate floors hedging mortgage servicing assets (1) $2,885,000 $14,527 -- % -- %
Interest rate swaps hedging mortgage servicing assets (2) 1,062,000 (63,187) 6.70 6.00
Interest rate swaptions hedging mortgage servicing assets (3) 1,155,000 23,120 -- --
Principal-only swaps hedging mortgage servicing assets (2) 77,912 1,205 6.80 --
Forward contracts hedging loans held for sale 2,911,543 (22,302) -- --
Put options purchased hedging loans held for sale 16,000 16 -- --
------------ -----------
Total $8,107,455 $ (46,621)
============ ===========
</TABLE>
---------------
(1) The weighted average strike rate was 5.80%.
(2) Variable rates payable are presented on the basis of rates in effect at
June 30, 2000; however, actual repricings will be based on the applicable
interest rates in effect at the actual repricing dates.
(3) The weighted average strike rate was 7.35%.
Asset/Liability Repricing
The measurement of differences (or "gaps") between the Company's
interest-earning assets and interest-bearing liabilities that mature or reprice
within a period of time is one indication of the Company's sensitivity to
changes in interest rates. A negative gap generally indicates that, in a period
of rising interest rates, deposit and borrowing costs will increase more rapidly
than the yield on loans and securities and, therefore, reduce the Company's net
interest margin and net interest income. The opposite effect will generally
occur in a declining interest rate environment. Although the Company has a large
portfolio of adjustable-rate assets, the protection afforded by such assets in
the event of substantial rises in interest rates for extended time periods is
limited due to interest rate reset delays, periodic and lifetime interest rate
caps, payment caps and the fact that indices used to reprice a portion of the
Company's adjustable-rate assets lag changes in market rates. Moreover, in
declining interest rate environments or certain shifts in the shape of the yield
curve, these assets may prepay at significantly faster rates than otherwise
anticipated. It should also be noted that the Company's gap measurement reflects
broad judgmental assumptions with regard to repricing intervals for certain
assets and liabilities.
26
<PAGE> 27
The following table reflects the repricing of the Company's
interest-earning assets, interest-bearing liabilities and related derivative
financial instruments at June 30, 2000. The amount of each asset, liability or
derivative financial instrument is included in the table at the earlier of the
next repricing date or maturity. Prepayment assumptions for loans and MBS used
in preparing the table are based upon industry standards as well as the
Company's experience and estimates. Non-accrual loans have been included in the
"Over One Through Three Years" category. Demand deposits, money market deposits
and savings accounts are allocated to the various repricing intervals in the
table based on the Company's experience and estimates.
<TABLE>
<CAPTION>
PROJECTED REPRICING
--------------------------------------
OVER ONE
THROUGH OVER
ONE YEAR THREE THREE
OR LESS YEARS YEARS TOTAL
----------- ----------- ---------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Total interest-earning assets $10,619 $ 4,479 $7,411 $22,509
Total interest-bearing liabilities 14,841 3,985 4,416 23,242
----------- ----------- ---------- ----------
Periodic gap before impact of derivative financial instruments (4,222) 494 2,995 (733)
Impact of derivative financial instruments 3,203 (1,285) (1,918) --
----------- ----------- ---------- ----------
Periodic gap $(1,019) $ (791) $1,077 $ (733)
==========
=========== =========== ==========
Cumulative gap $(1,019) $(1,810) $ (733)
=========== =========== ==========
Cumulative gap as a percentage of total assets (4.0) % (7.2) % (2.9) %
</TABLE>
MANAGEMENT OF CREDIT RISK
The Company's credit risk arises from the possibility that borrowers,
issuers, or counterparties will not perform in accordance with contractual
terms. The Company has a process of credit risk controls and management
procedures by which it monitors and manages its level of credit risk.
The Company's non-performing assets consist of non-accrual loans and
other real estate owned, net. Non-accrual loans are all loans 90 days or more
delinquent, as well as loans less than 90 days past due for which the full
collectability of contractual principal or interest payments is doubtful.
Non-performing assets amounted to $84.1 million at June 30, 2000, down $2.0
million, or 2.3%, from December 31, 1999 and $4.4 million, or 4.9%, from June
30, 1999.
The following table presents the components of the Company's
non-performing assets at the dates indicated (dollars in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31, JUNE 30,
2000 1999 1999
------------- ------------- --------------
Non-accrual loans:
<S> <C> <C> <C>
Residential real estate $35,897 $51,293 $53,714
Commercial real estate 4,645 5,208 7,800
Consumer 8,957 10,424 6,201
Business 16,330 2,437 169
------------- ------------- --------------
Total non-accrual loans 65,829 69,362 67,884
------------- ------------- --------------
Other real estate owned, net:
Residential real estate 15,197 9,978 8,938
Commercial real estate 3,248 6,963 12,510
Allowance for losses (173) (250) (857)
------------- ------------- --------------
Total other real estate owned,
net 18,272 16,691 20,591
------------- ------------- --------------
Total non-performing assets $84,101 $86,053 $88,475
============= ============= ==============
Non-performing assets to total assets 0.33 % 0.36 % 0.41 %
Non-accrual loans to loans receivable 0.41 0.46 0.53
</TABLE>
27
<PAGE> 28
The Company continues to expand its lending activities and product mix.
The Company intends to continue to monitor closely the effects of these efforts
on the overall risk profile of its loans receivable portfolio, which the Company
expects will continue to change over time.
The level of loans delinquent less than 90 days may, to some degree, be
an indicator of future levels of non-performing assets. The following table sets
forth, at June 30, 2000, such delinquent loans of the Company, net of those
already in non-performing status (in thousands):
<TABLE>
<CAPTION>
DELINQUENCY PERIOD
---------------------------------
30 - 59 60 - 89
DAYS DAYS TOTAL
---------- ----------- ----------
<S> <C> <C> <C>
Residential real estate $32,032 $7,917 $39,949
Commercial real estate 366 1,000 1,366
Consumer 14,918 4,143 19,061
Business 1,459 1,192 2,651
---------- ----------- ----------
Total $48,775 $14,252 $63,027
========== =========== ==========
</TABLE>
The following table sets forth the activity in the Company's allowance
for loan losses for the periods indicated (in thousands):
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- -----------------------
2000 1999 2000 1999
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at beginning of period $142,485 $112,369 $140,296 $105,081
Provision for loan losses 7,000 7,500 14,000 15,500
Addition due to acquisition -- 4,965 -- 4,965
Loan charge-offs:
Residential real estate (4,644) (4,062) (8,098) (6,812)
Commercial real estate (18) (323) (32) (629)
Consumer (3,048) (870) (5,784) (1,552)
Business (120) (17) (125) (44)
---------- ---------- ----------- -----------
Total loan charge-offs (7,830) (5,272) (14,039) (9,037)
---------- ---------- ----------- -----------
Loan recoveries:
Residential real estate 221 375 779 1,397
Commercial real estate 593 1,059 621 2,654
Consumer 960 383 1,763 819
Business 3 2 12 2
---------- ---------- ----------- -----------
Total loan recoveries 1,777 1,819 3,175 4,872
---------- ---------- ----------- -----------
Net loan charge-offs (6,053) (3,453) (10,864) (4,165)
---------- ---------- ----------- -----------
Balance at end of period $143,432 $121,381 $143,432 $121,381
========== ========== =========== ===========
</TABLE>
On an annualized basis, net loan charge-offs represented 0.15% of average
loans receivable for the second quarter of 2000, as compared with 0.11% for the
second quarter of 1999, and 0.14% for the first six months of 2000, as compared
with 0.07% for the first six months of 1999.
The following table sets forth the Company's allowance for loan losses
coverage ratios at the dates indicated:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31, JUNE 30,
2000 1999 1999
------------ ------------- -----------
<S> <C> <C> <C>
Allowance for loan losses to:
Loans receivable 0.90% 0.92% 0.95%
Non-accrual loans 217.89 202.27 178.81
</TABLE>
Of the $3.5 billion carrying value of the Company's MBS available for
sale portfolio at June 30, 2000, $2.6 billion were issued by entities other than
the Federal Home Loan Mortgage Corporation ("FHLMC"), the
28
<PAGE> 29
Government National Mortgage Association ("GNMA") and the Federal National
Mortgage Association ("FNMA"). These privately-issued MBS, which have generally
been underwritten by large investment banking firms, are subject to certain
credit-related risks normally not associated with MBS issued by FHLMC, GNMA and
FNMA. While substantially all of the privately-issued MBS held by the Company at
June 30, 2000 were rated "AA" or better by one or more of the nationally
recognized securities rating agencies, no assurance can be given that such
ratings will be maintained.
The level of credit risk associated with derivative financial instruments
depends on a variety of factors, including the estimated fair value of the
instrument, the collateral maintained, the use of master netting arrangements
and the ability of the counterparty to comply with its contractual obligations.
In the event of default by a counterparty, the Company would be subject to an
economic loss that corresponds to the cost to replace the agreement. The
Company's credit risk associated with its use of derivative financial
instruments amounted to $43.3 million at June 30, 2000 and $73.9 million at
December 31, 1999. There were no past due amounts related to the Company's
derivative financial instruments at June 30, 2000 or December 31, 1999.
FINANCIAL CONDITION
General
The Company's total assets amounted to $25.3 billion at June 30, 2000, up
$1.3 billion, or 5.6%, from December 31, 1999. This increase was driven by
growth in loans receivable and loans held for sale.
Securities Available for Sale
The following table summarizes the amortized cost and estimated fair
value of securities available for sale at the dates indicated (in thousands):
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------------------- -------------------------
AMORTIZED ESTIMATED AMORTIZED ESTIMATED
COST FAIR VALUE COST FAIR VALUE
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
MBS:
Pass-through securities:
Privately-issued $2,208,911 $2,143,928 $2,296,046 $2,245,491
U.S. government agencies 866,263 828,016 886,854 845,159
Collateralized mortgage obligations:
Privately-issued 508,856 495,532 422,938 408,945
U. S. government agencies 18,366 17,632 18,726 18,093
Interest-only 494 416 940 499
------------ ------------ ------------ ------------
Total MBS 3,602,890 3,485,524 3,625,504 3,518,187
------------ ------------ ------------ ------------
Other debt securities:
U. S. government agencies 75,000 75,282 -- --
State and municipal 24,599 24,593 15,478 15,112
Domestic corporate 356,493 301,493 345,410 304,081
Foreign government 500 500 500 500
------------ ------------ ------------ ------------
Total other debt securities 456,592 401,868 361,388 319,693
------------ ------------ ------------ ------------
Equity securities 12,535 12,624 12,490 11,796
------------ ------------ ------------ ------------
Total securities available for sale $4,072,017 $3,900,016 $3,999,382 $3,849,676
============ ============ ============ ============
</TABLE>
Loans Held for Sale
Loans held for sale into the secondary market in connection with the
Company's mortgage banking activities amounted to $2.2 billion at June 30, 2000.
In comparison, loans held for sale totaled $1.7 billion at December 31, 1999.
29
<PAGE> 30
Loans Receivable
Loans receivable (exclusive of the allowance for loan losses) amounted to
$16.0 billion at June 30, 2000, up $751.6 million from year-end 1999. This
growth was associated with commercial real estate, consumer and business loans
which, in the aggregate, increased $805.9 million, or 11.5%, to $7.8 billion at
June 30, 2000 from $7.0 billion at December 31, 1999.
A key component of the Company's strategy with respect to its loans
receivable is to continue to increase the aggregate percentage of its commercial
real estate, consumer and business loans receivable to total loans receivable.
In the aggregate, commercial real estate, consumer and business loans comprised
approximately 49% of total loans receivable at June 30, 2000, up from 46% at
December 31, 1999 and 36% at June 30, 1999. Contributing to the increase from
June 30, 1999 were the acquisitions during 1999 of KeyBank National
Association's Long Island banking franchise and Citibank N.A.'s indirect auto
finance business.
The following table sets forth a summary of the Company's loans
receivable at the dates indicated (dollars in thousands):
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------------------ ------------------------ INCREASE
PERCENTAGE PERCENTAGE (DECREASE)
AMOUNT OF TOTAL AMOUNT OF TOTAL IN AMOUNT
------------- ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Residential real estate $ 8,145,896 51.0% $ 8,200,120 53.9% $ (54,224)
Commercial real estate 3,881,308 24.3 3,482,857 22.9 398,451
Consumer:
Home equity 1,794,172 11.3 1,489,669 9.8 304,503
Automobile 910,790 5.7 886,176 5.8 24,614
Other 112,512 0.7 119,476 0.8 (6,964)
------------- ---------- ------------- ---------- -------------
Total consumer 2,817,474 17.7 2,495,321 16.4 322,153
------------- ---------- ------------- ---------- -------------
Business 1,114,016 7.0 1,028,756 6.8 85,260
------------- ---------- ------------- ---------- -------------
Total loans receivable $15,958,694 100.0% $15,207,054 100.0% $ 751,640
============= ========== ============= ========== =============
</TABLE>
Deposits
At June 30, 2000, deposits amounted to $14.3 billion, up slightly from
the end of 1999. Core deposits rose $129.1 million during the first six months
of 2000, while time deposits declined $106.4 million during this period.
The following table sets forth a summary of the Company's deposits at the
dates indicated (dollars in thousands):
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------------------ ------------------------ INCREASE
PERCENTAGE PERCENTAGE (DECREASE)
AMOUNT OF TOTAL AMOUNT OF TOTAL IN AMOUNT
------------- ---------- ------------- ---------- -------------
Core:
<S> <C> <C> <C> <C> <C>
Demand $ 2,255,893 15.8% $2,071,419 14.5% $ 184,474
Savings 2,351,753 16.5 2,407,528 16.9 (55,775)
Money market 3,201,721 22.4 3,201,298 22.5 423
------------- ---------- ------------- ---------- -------------
Total core 7,809,367 54.7 7,680,245 53.9 129,122
------------- ---------- ------------- ---------- -------------
Time 6,474,849 45.3 6,581,204 46.1 (106,355)
------------- ---------- ------------- ---------- -------------
Total deposits $14,284,216 100.0% $14,261,449 100.0% $ 22,767
============= ========== ============= ========== =============
</TABLE>
Borrowed Funds
Total borrowed funds increased $1.2 billion, or 15.6%, during the first
six months of 2000 and amounted to $9.0 billion at June 30, 2000. This increase
was largely associated with the support of growth in interest-earning assets.
30
<PAGE> 31
The following table sets forth a summary of the Company's borrowed funds
at the dates indicated (dollars in thousands)
<TABLE>
<CAPTION>
DECEMBER
JUNE 30, 31,
2000 1999
------------- ------------
<S> <C> <C>
Federal funds purchased and securities sold under
agreements to repurchase:
Federal funds purchased $ 2,323,800 $ 785,000
Securities sold under agreements to repurchase 1,111,782 321,067
------------- ------------
Total federal funds purchased and securities sold
under agreements to repurchase 3,435,582 1,106,067
------------- ------------
Other short-term borrowings:
Federal Home Loan Bank of New York advances 3,675,000 3,711,086
Treasury tax and loan notes 527,545 1,598,154
Other 12,834 12,598
------------- ------------
Total other short-term borrowings 4,215,379 5,321,838
------------- ------------
Long-term debt:
Federal Home Loan Bank of New York advances 741,538 751,600
Senior notes 348,950 348,322
Medium-term notes 48,397 48,541
Bonds, preferred stock and loans transferred in
put transactions 15,853 17,405
------------- ------------
Total long-term debt 1,154,738 1,165,868
------------- ------------
Guaranteed preferred beneficial interests in Dime Bancorp,
Inc.'s junior subordinated deferrable interest debentures 152,230 152,219
------------- ------------
Total borrowed funds $8,957,929 $7,745,992
============= ============
</TABLE>
Stockholders' Equity
Stockholders' equity amounted to $1.6 billion at June 30, 2000, up $44.1
million from year-end 1999. At the end of the second quarter of 2000,
stockholders' equity represented 6.18% of total assets, as compared with 6.34%
at December 31, 1999. Book value per common share and tangible book value per
common share increased to $14.27 and $9.49, respectively, at June 30, 2000 from
$13.67 and $8.84, respectively, at the end of 1999.
During February 2000, in connection with the Merger, the Holding Company
rescinded its Common Stock repurchase program that was announced in September
1998, which had authorized the Holding Company to repurchase up to approximately
5.6 million shares of Common Stock. A total of 4.2 million shares of Common
Stock were repurchased under this program, all of which were acquired prior to
the beginning of 2000.
During May 2000, the Holding Company purchased 2,469,100 shares of Common
Stock, at a per share price of $18.25, from Hudson. These shares, which had been
acquired in the open market by Hudson in connection with the Merger, were
purchased by the Holding Company pursuant to the terms of the Merger Termination
Agreement, which provided that, if Hudson decided to sell its shares of Common
Stock, it was required to offer to sell them to the Holding Company first.
Cash dividends declared and paid by the Holding Company on the Common
Stock were $0.08 per share for the second quarter of 2000 and $0.14 per share
for the first six months of 2000, up from $0.06 per share and $0.11 per share
for the second quarter and first six months of 1999, respectively. The Holding
Company's Common Stock dividend payout ratio was 25.81% for the second quarter
of 2000, as compared with 11.11% for the second quarter of 1999, and 15.56% for
the first six months of 2000, as compared with 10.58% for the first six months
of 1999. On July 20, 2000, the Holding Company announced the declaration of a
cash dividend of $0.08 per share of Common Stock. This dividend will be paid on
September 5, 2000 to Common Stockholders of record as of the close of business
on August 25, 2000.
31
<PAGE> 32
LIQUIDITY
The Company's liquidity management process focuses on ensuring that
sufficient funds exist to meet withdrawals by depositors, loan funding
commitments, debt service requirements and other financial obligations and
expenditures, as well as ensuring the Bank's compliance with regulatory
liquidity requirements. The liquidity position of the Company, which is
monitored on a daily basis, is managed pursuant to established policies and
guidelines.
The Company's sources of liquidity include principal repayments on loans
and MBS, borrowings, deposits, sales of loans in connection with mortgage
banking activities, sales of securities available for sale and cash provided by
operations. The Company has access to the capital markets for issuing debt or
equity securities, as well as access to the discount window of the Federal
Reserve Bank of New York, if necessary, for the purpose of borrowing to meet
temporary liquidity needs.
Excluding funds raised through the capital markets, the primary source
of funds of the Holding Company, on an unconsolidated basis, has been dividends
from the Bank, whose ability to pay dividends is subject to regulations of the
Office of Thrift Supervision (the "OTS"). At June 30, 2000, the Holding Company
had an effective shelf registration with the Securities and Exchange Commission
(the "Commission") under which it could issue an aggregate of $150.0 million of
debentures, notes or other unsecured evidences of indebtedness. These debt
securities, which may be unsubordinated or subordinated to certain other
obligations of the Holding Company, may be offered separately or together in
one or more series. As further discussed in "Recent Strategic Actions" and Note
7 of Notes to Consolidated Financial Statements, the Holding Company entered
into the Warburg Agreement during July 2000, pursuant to which Warburg agreed
to purchase approximately $238 million of various securities issued, or to be
issued, by the Holding Company.
Under existing OTS regulations, the Bank must maintain, for each calendar
quarter, an average daily balance of liquid assets (as defined) equal to at
least 4.00% of either (i) its liquidity base (the Bank's net withdrawable
accounts plus short-term borrowings) at the end of the preceding calendar
quarter or (ii) the average daily balance of its liquidity base during the
preceding quarter. The Bank was in compliance with these regulations for the
second quarter of 2000.
REGULATORY CAPITAL
Pursuant to regulations of the OTS, the Bank is required to maintain
tangible capital of at least 1.5% of adjusted total assets, core ("tier 1")
capital of at least 3.0% of adjusted total assets and total risk-based capital
of at least 8.0% of risk-weighted assets. The Bank exceeded these capital
requirements at June 30, 2000.
Under the prompt corrective action regulations adopted by the OTS
pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991,
an institution is considered well capitalized, the highest of five categories,
if its ratio of total risk-based capital to risk-weighted assets is 10.0% or
more, its ratio of tier 1 capital to risk-weighted assets is 6.0% or more, its
ratio of core capital to adjusted total assets is 5.0% or greater, and it is not
subject to any order or directive by the OTS to meet a specific capital level.
At June 30, 2000, the Bank met the published standards for a well capitalized
designation under these regulations.
The following table sets forth the regulatory capital position of the
Bank at the dates indicated (dollars in thousands):
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------------------ ------------------------
AMOUNT RATIO AMOUNT RATIO
------------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Tangible and core capital $1,477,973 5.93% $1,383,046 5.90%
Tier 1 risk-based capital 1,477,973 8.71 1,383,046 8.80
Total risk-based capital 1,721,405 10.14 1,623,342 10.33
</TABLE>
32
<PAGE> 33
RECENT STRATEGIC ACTIONS
As a result of its review of strategic alternatives commenced upon
termination of the Merger, the Holding Company entered into the Warburg
Agreement on July 6, 2000. Pursuant to this agreement, Warburg intends to
purchase Series B Stock representing approximately 13.6 million shares of Common
Stock and the Warrants for approximately $238 million.
On July 6, 2000, the Holding Company also announced the following series
of actions intended to improve returns and provide enhanced value to its
stockholders:
-- The appointment of Anthony P. Terracciano as Chairman of the
Board;
-- Its plans to commence the Dutch Auction Tender Offer and to
distribute the Litigation Tracking Warrants;
-- Amendments to the Stockholder Protection Rights Agreement; and
-- Reviewing potential opportunities to continue to improve the
Company's growth rate and quality of its earnings through
initiatives such as: (i) further investments in technology and
higher-margin businesses, including development of more
comprehensive e-commerce offerings and expansion of business
banking; (ii) balance sheet restructuring, including the sale of a
substantial portion of its securities portfolio; and (iii) expense
reduction.
The Warburg Agreement and these actions are described more fully in Note
7 of the Notes to Consolidated Financial Statements and in a Current Report on
Form 8-K filed by the Holding Company with the Commission on July 11, 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item is contained in Item 2, "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Asset/Liability Management," incorporated herein by reference.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have not been any material developments regarding the status of the
Bank's goodwill lawsuit against the United States since the filing of the 1999
10-K.
On March 5, 2000, North Fork announced its intention to make a hostile
offer to acquire all of the outstanding Common Stock and to terminate the Merger
Agreement. As previously discussed, on March 15, 2000, North Fork commenced the
Hostile Tender Offer. In connection with the Hostile Tender Offer, FleetBoston
Financial Corporation ("FleetBoston"), formerly Fleet Boston Corporation,
announced that it had agreed, among other things, to invest an aggregate of $250
million in exchange for preferred stock of North Fork and rights to purchase
North Fork's common stock.
On March 6, 2000, North Fork filed a lawsuit in the Delaware Court of
Chancery against the Holding Company, members of the Board and Hudson,
challenging a number of the provisions in the Merger Agreement and alleging,
among other things, breaches of fiduciary duties by the Board (the "Delaware
Action"). The complaint sought, among other things, an order invalidating
certain provisions of the Merger Agreement. On March 9, 2000, North Fork amended
its complaint in the Delaware Action to include allegations of breach of
fiduciary duties by the Board for compelling a premature stockholder vote on the
Merger Agreement and of false and misleading statements in the Holding Company's
proxy statement/prospectus supplement dated March 7, 2000. After the Holding
Company postponed its special meeting of stockholders to consider approval of
the Merger Agreement from March 15, 2000 to March 24, 2000, North Fork withdrew
its additional motion for a temporary
33
<PAGE> 34
restraining order to enjoin the March 15th meeting but reserved its right to
proceed in the future. On March 17, 2000, North Fork moved for an expedited
hearing and partial summary judgment with respect to its challenges to the
provisions of the Merger Agreement. As a result of the termination of the Merger
Agreement on April 28, 2000, these motions have been withdrawn.
The Holding Company is the subject of at least 17 putative class action
lawsuits filed on or after March 6, 2000 by various Common Stockholders: Brecher
v. Toal, et. al., Miller v. Toal, et. al., Weiss v. Toal, et. al., Susser v.
Toal, et. al., Lifshitz v. Toal, et. al., Pill v. Toal, et. al., Milite v. Toal,
et. al., Steiner v. Toal, et. al., Shiry v. Toal, et. al., Lewis v. Toal, et.
al., and Coleman v. Toal, et. al., each filed in the Delaware Court of Chancery
on March 6, 2000; Great Neck Capital Appreciation Partnership v. Dime Bancorp,
Inc., filed in the Delaware Court of Chancery on March 7, 2000; Silverberg v.
Dime Bancorp, Inc., filed in the Supreme Court of the State of New York, County
of Queens on March 9, 2000; Graifman v. Koons, et. al., filed in the Supreme
Court of the State of New York, County of New York, on March 15, 2000; D'Angelo
v. Toal, et. al., and Friend v. Toal, et. al., each filed in the Delaware Court
of Chancery on March 23, 2000; and Simonetti v. Toal, et. al., filed in the
Delaware Court of Chancery on March 29, 2000 (collectively, the "Stockholder
Actions"). Each of the Stockholder Actions alleges, among other things, breaches
of fiduciary duties by the Board and challenges the Stock Option, purported
benefits to the Holding Company's directors and officers that were to have
resulted from the Merger, and the rejection by the Board of the Hostile Tender
Offer. On March 10, 2000, the plaintiffs in some of the Stockholder Actions
filed a motion for partial summary judgment seeking a determination invalidating
the same provisions of the Merger Agreement that were the subject of North
Fork's complaint. The motions have become moot as a result of the termination of
the Merger Agreement. In addition, on or about July 26, 2000, the plaintiffs in
some of the Stockholder Actions filed a motion seeking leave to file an amended
complaint. The proposed amended complaint alleges that the Holding Company's
directors have sought to entrench themselves by "spurning" North Fork's offer,
"deploying" the Stockholder Protection Rights Agreement, entering into the
Warburg Agreement and commencing the Dutch Auction Tender Offer. The proposed
amended complaint seeks injunctive relief requiring, among other things, the
Holding Company to auction itself and preventing it from taking any steps or
actions in furtherance of the Dutch Auction Tender Offer and the investment by
Warburg. As of the date of this document, a briefing schedule on the motion for
leave to file an amended complaint has not been set.
On March 10, 2000, the Holding Company filed suit in the Supreme Court of
the State of New York, County of New York, against North Fork and FleetBoston
(the "New York Action"). The complaint alleges violations of New York's
antitrust laws, including a conspiracy between North Fork and FleetBoston to:
(i) diminish competition in a variety of banking markets; (ii) diminish
competition for the purchase of banks and thrifts in some markets; and (iii)
eliminate a stronger competitor (i.e., the combined institution resulting from
the Merger). In addition, the complaint alleges that FleetBoston's divestiture
of branches from the Fleet Financial-BankBoston Corporation merger to Sovereign
Bancorp, Inc. ("Sovereign") is part of the conspiracy, as Sovereign is not
capable of competing effectively in markets with FleetBoston and FleetBoston may
use monopoly profits gained in those markets to fund the Hostile Tender Offer.
Among other things, the suit asks the court to: (i) enjoin North Fork and
FleetBoston from acting in concert to acquire the Holding Company; (ii) enjoin
the proposed branch divestiture from FleetBoston to Sovereign and require
divestiture to a banking organization with a reasonable opportunity to improve
competition in the markets served; and (iii) declare violations of the New York
antitrust laws. On March 31, 2000, North Fork and FleetBoston moved to dismiss
the New York Action, arguing that it is preempted by federal law. The Holding
Company has filed its response to this motion, and the New York Attorney General
has submitted an amicus curiae brief challenging the preemption issues raised by
North Fork and FleetBoston. North Fork has submitted a response to the New York
Attorney General's amicus curiae brief. In addition, the Holding Company has
filed a motion seeking expedited discovery from North Fork and FleetBoston.
North Fork and FleetBoston have opposed this motion.
On March 21, 2000, the Holding Company filed suit in the United States
District Court for the Eastern District of New York against North Fork and
members of North Fork's board of directors seeking preliminary and permanent
injunctive relief in connection with alleged misrepresentations contained in
North Fork's proxy statement, dated March 13, 2000, soliciting proxies against
the Merger, in violation of the Securities Exchange Act of 1934. On March 30,
2000, North Fork moved to dismiss this action. On April 13, 2000, the Holding
Company filed an amended complaint in this action, focusing on the disclosures
by North Fork regarding the cost savings that could be achieved if North Fork
acquired the Holding Company and North Fork's relationship with
34
<PAGE> 35
FleetBoston. On April 20, 2000, the court issued a decision recommending that
North Fork's motion to dismiss be denied and ordering the parties to conduct
expedited discovery. On April 24, 2000, North Fork filed an answer and
counterclaims against the Holding Company and sought expedited discovery on
those counterclaims. The counterclaims allege that the Holding Company and its
Chief Executive Officer, Mr. Lawrence J. Toal, have made materially false and
misleading statements in the Holding Company's proxy materials in connection
with the Merger, its press releases and its other filings with the Commission
with respect to the Hostile Tender Offer and seek injunctive and other relief.
On April 28, 2000, the court denied North Fork's request for expedited
discovery. The Holding Company's request for a preliminary injunction was
withdrawn in light of the termination of the Merger Agreement. On May 15, 2000,
the Holding Company moved to dismiss North Fork's counterclaims and to strike
certain of its affirmative defenses. On May 17, 2000, the Holding Company sought
leave to file a second amended complaint, which adds FleetBoston as a party and
asserts claims against North Fork, members of North Fork's board of directors
and FleetBoston for making false and misleading statements in connection with
the Hostile Tender Offer. North Fork has opposed the Holding Company's request
for leave to file the proposed second amended complaint. On June 30, 2000, North
Fork filed an amended answer and counterclaims, which asserts claims against the
Holding Company and Mr. Toal for making allegedly false and misleading
statements in connection with the Holding Company's 2000 annual meeting of
stockholders (the "2000 Annual Meeting"). On July 11, 2000, the Holding Company
sought leave to file a third amended complaint, which, in addition to the claims
asserted in the proposed second amended complaint, asserts claims against North
Fork for making false and misleading statements in connection with its proxy
solicitation recommending that Common Stockholders "withhold authority"
regarding the election of five of the Holding Company's directors (the "2000
Nominees") at the 2000 Annual Meeting. North Fork has opposed the Holding
Company's request for leave to file the proposed third amended complaint. On
August 4, 2000, the Holding Company moved to dismiss North Fork's amended
counterclaims.
On March 29, 2000, the Holding Company filed suit in the Supreme Court of
the State of New York, County of New York, against Salomon Smith Barney, Inc.
("Salomon"), which had been acting as a financial advisor to North Fork in
connection with the Hostile Tender Offer. The complaint alleges violations of a
provision of a confidentiality agreement, dated May 12, 1997, between the
Holding Company and Salomon, which the complaint states prohibits Salomon, for a
three-year period, from providing financial advisory services to any entity
interested in acquiring or otherwise entering into a business combination
transaction with the Holding Company without obtaining the Holding Company's
prior written consent to either the transaction or the provision of such advice
(the "Confidentiality Agreement"). The suit asks the state court to enjoin
Salomon from providing financial or advisory services to North Fork in
connection with the Hostile Tender Offer. On April 5, 2000, the state court
granted the Holding Company's motion to preliminarily enjoin Salomon from acting
as a financial advisor to North Fork until May 12, 2000, the date the relevant
provision of the Confidentiality Agreement expired by its terms (the
"Preliminary Injunction"). On April 6, 2000, Salomon filed a notice of appeal in
the Appellate Division of the State of New York, First Department, alleging that
the state court erred when it granted the Preliminary Injunction, and also filed
a motion in the appellate court seeking to vacate the state court's order
imposing the Preliminary Injunction. The appellate court denied Salomon's motion
to vacate on May 3, 2000. On May 10, 2000, the court declined to extend the
Preliminary Injunction beyond May 12, 2000. On May 17, 2000, the Holding Company
amended its complaint to include a claim for monetary damages from Salomon and a
claim against North Fork. On June 30, 2000, North Fork moved to dismiss the
amended complaint as against North Fork, which motion the Holding Company has
opposed.
On May 15, 2000, the Holding Company was served with a Civil
Investigative Demand (the "CID") by the Antitrust Division of the U.S.
Department of Justice in connection with the Hostile Tender Offer and
FleetBoston's proposed financing of the Hostile Tender Offer. The Company has
complied with and responded to the CID.
On July 14, 2000, North Fork filed a complaint in the Delaware Court of
Chancery against the Holding Company and several of its directors. This
complaint, among other things, seek a declaratory judgment as to the effect of
the vote at the 2000 Annual Meeting such that the 2000 Nominees would have the
status of holdover directors and an order requiring the Holding Company to hold
an election for five directors to fill the Board positions now occupied by the
2000 Nominees at a timely convened special meeting of stockholders or, in the
alternative, no later than the Holding Company's 2001 annual meeting of
stockholders. On July 24, 2000, certain Common Stockholders filed a putative
class action suit, Coleman v. Toal, et. al., in the Delaware Court of Chancery,
seeking similar relief. On August 10, 2000, North Fork demanded that the Board
call a special meeting
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of stockholders regarding the election of five directors to fill the Board
positions now occupied by the 2000 Nominees and announced a slate of five
directors that it proposes to nominate for those positions.
The Holding Company believes that its various claims against North Fork,
FleetBoston and Salomon are meritorious and that the various claims made against
the Holding Company and the Board are without merit. However, it is not possible
to predict the outcome of these claims at this time.
Certain claims, suits, complaints and investigations involving the
Company, arising in the ordinary course of business, have been filed or are
pending. The Company is of the opinion, after discussion with legal counsel
representing the Company in these proceedings, that the aggregate liability or
loss, if any, arising from the ultimate disposition of these matters would not
have a material adverse effect on the Company's consolidated financial position
or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit 12 -- Ratio of Earnings to Fixed Charges
Exhibit 27 -- Financial Data Schedule
(b) REPORTS ON FORM 8-K
During the three-month period ended June 30, 2000, the Holding Company
filed with the Commission the following Current Reports on Form 8-K:
-- Form 8-K, filed on April 19, 2000, regarding a press release
announcing the Company's consolidated financial results for the
quarter ended March 31, 2000.
-- Form 8-K, filed on April 28, 2000, regarding a press release
announcing the Holding Company's declaration of a cash dividend of
$0.08 per share of Common Stock to be paid on June 1, 2000 to
Common Stockholders of record as of the close of business on May
19, 2000.
-- Form 8-K, filed on May 1, 2000, announcing that the Holding
Company and Hudson had entered into the Merger Termination
Agreement.
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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.
(Registrant)
Dated: August 11, 2000 By: /s/ Lawrence J. Toal
---------------- --------------------
Lawrence J. Toal
Chief Executive Officer, President and
Chief Operating Officer
Dated: August 11, 2000 By: /s/ Anthony R. Burriesci
--------------- ------------------------
Anthony R. Burriesci
Executive Vice President and
Chief Financial Officer
Dated: August 11, 2000 By: /s/ John F. Kennedy
--------------- -------------------
John F. Kennedy
Controller and Chief Accounting Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER IDENTIFICATION OF EXHIBIT
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule (filed electronically)
38
