SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Dime Bancorp, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3197414
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(State of Incorporation or Organization) (IRS Employer Identification No.)
589 Fifth Avenue, New York, NY 10017
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [_]
Securities Act registration statement file number to which
this form relates: ____________ (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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Stock Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Item 1 is hereby amended and restated as follows:
On October 20, 1995, the Board of Directors of Dime Bancorp, Inc., a
Delaware corporation (the "Company"), declared a dividend payable November 6,
1995 of one right (a "Right") for each outstanding share of common stock, par
value $0.01 per share ("Common Stock"), of the Company held of record at the
close of business on November 6, 1995 (the "Record Time"), or issued thereafter
and prior to the Separation Time (as hereinafter defined) and thereafter
pursuant to options and convertible securities outstanding at the Separation
Time. The Rights are issued pursuant to a Stockholder Protection Rights
Agreement, dated as of October 20, 1995 (the "Rights Agreement"), between the
Company and The First National Bank of Boston ("Bank of Boston"), as rights
agent. Each Right entitles its registered holder to purchase from the Company,
after the Separation Time, one one-hundredth of a share of Participating
Preferred Stock, par value $0.01 per share ("Participating Preferred Stock"),
for $50 (the "Exercise Price"), subject to adjustment.
The Rights are evidenced by the Common Stock certificates until the
close of business on the earlier of (either, the "Separation Time"):
(i) the tenth business day after the date on which any Person (as
defined in the Rights Agreement) commences a tender or exchange offer
which, if consummated, would result in such Person's becoming an Acquiring
Person, as defined below (or such later date as the Board of Directors of
the Company may from time to time fix by resolution adopted prior to the
Separation Time that would otherwise have occurred); and
(ii) the tenth business day after the first date (the "Flip-in Date")
of public announcement by the Company or any Person that such Person has
become an Acquiring Person, other than as a result of a Flip-over
Transaction or Event, as defined below (or such earlier or later date, not
beyond the thirtieth day after such acquisition, as the Board of Directors
of the Company may from time to time fix by resolution adopted prior to the
Flip-in Date that would otherwise have occurred);
provided, that if the foregoing results in the Separation Time being prior to
the Record Time, the Separation Time shall be the Record Time; and provided
further, that if a tender or exchange offer referred to in clause (i) is
cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of stock pursuant thereto, such offer shall
be deemed never to have been made.
<PAGE>
For purposes of the Rights Agreement, an Acquiring Person is any Person
having Beneficial Ownership (as defined in the Rights Agreement) of 20% or more
of the outstanding shares of Common Stock, other than:
(i) the Company, any wholly-owned subsidiary of the Company or any
employee stock ownership or other employee benefit plan of the Company;
(ii) any Person who becomes the Beneficial Owner of 20% or more of the
outstanding Common Stock solely as a result of an acquisition by the
Company of Common Stock, until such time thereafter as such Person shall
become the Beneficial Owner (other than by means of a dividend or stock
split) of any additional shares of Common Stock;
(iii) any Person who becomes the Beneficial Owner of 20% or more of
the outstanding Common Stock without any plan or intent to seek or affect
control of the Company if such Person promptly enters into an irrevocable
commitment promptly to divest, and thereafter promptly divests, sufficient
securities such that such 20% or greater Beneficial Ownership ceases; or
(iv) any Person who Beneficially Owns shares of Common Stock
consisting solely of (A) shares acquired pursuant to the grant or exercise
of an option granted by the Company in connection with an agreement to
merge with, or acquire, the Company entered into prior to a Flip-in Date,
(B) shares owned by such Person and its Affiliates and Associates at the
time of such grant, (C) shares, amounting to less than 1% of the
outstanding Common Stock, acquired by Affiliates and Associates of such
Person after the time of such grant and (D) shares which are held by such
Person in trust accounts, managed accounts and the like or otherwise held
in a fiduciary capacity, that are beneficially owned by third persons who
are not Affiliates or Associates of such Person or acting together with
such Person to hold such shares, or which are held by such Person in
respect of a debt previously contracted.
The Rights Agreement provides that, until the Separation Time, the
Rights are transferred with and only with the Common Stock. Common Stock
certificates issued after the Record Time but prior to the Separation Time shall
evidence one Right for each share of Common Stock represented thereby and shall
contain a legend incorporating by reference the terms of the Rights Agreement
(as such may be amended from time to time). Notwithstanding the absence of the
aforementioned legend, certificates evidencing shares of Common Stock
outstanding at the Record Time shall also evidence one Right for each share of
Common Stock evidenced thereby. Promptly following the Separation Time, separate
certificates evidencing the Rights ("Rights Certificates") would be mailed to
holders of record of Common Stock at the Separation Time.
<PAGE>
The Rights are not exercisable until the Business Day (as defined in
the Rights Agreement) following the Separation Time. The Rights expire on the
earliest of (i) the Exchange Time (as defined below), (ii) the close of business
on October 20, 2005, (iii) the date on which the Rights are redeemed as
described below and (iv) upon the merger of the Company into another corporation
pursuant to an agreement entered into prior to the Flip-in Date (in any such
case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in certain
circumstances the securities purchasable upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution in the event of a
Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock.
If prior to the Expiration Time a Flip-in Date occurs, the Company
shall take such action as shall be necessary to ensure and provide that each
Right (other than Rights Beneficially Owned by the Acquiring Person or any
affiliate or associate thereof, which Rights shall become void) shall constitute
the right to purchase from the Company, upon the exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of Common Stock
having an aggregate Market Price (as defined in the Rights Agreement), on the
date of the public announcement of an Acquiring Person's becoming such (the
"Stock Acquisition Date") that gave rise to the Flip-in Date, equal to twice the
Exercise Price for an amount in cash equal to the then current Exercise Price.
In addition, the Board of Directors of the Company may, at its option, at any
time on and after a Flip-in Date and prior to the time that an Acquiring Person
becomes the Beneficial Owner of more than 50% of the outstanding shares of
Common Stock, elect to exchange all (but not less than all) the then outstanding
Rights (other than Rights Beneficially Owned by the Acquiring Person or any
affiliate or associate thereof, which Rights become void) for shares of Common
Stock at an exchange ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date of the Separation Time (the "Exchange Ratio").
Immediately upon such action by the Board of Directors (the "Exchange Time"),
the right to exercise the Rights will terminate and each Right will thereafter
represent only the right to receive a number of shares of Common Stock equal to
the Exchange Ratio.
Whenever the Company shall become obligated under the preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange for
Rights, the Company, at its option, may substitute therefor shares of
Participating Preferred Stock, at a ratio of one one-hundredth of a share of
Participating Preferred Stock for each share of Common Stock so issuable.
<PAGE>
Prior to the Expiration Time, the Company may not enter into, consummate
or permit to occur a transaction or series of transactions after a Flip-in Date
(each, a "Flip-over Transaction or Event") in which, directly or indirectly:
(i) the Company shall consolidate or merge or participate in a binding
share exchange with any other Person if, at the time of the consolidation,
merger or share exchange or at the time the Company enters into an
agreement with respect to such consolidation, merger or share exchange, the
Acquiring Person controls the Board of Directors of the Company and either
(A) any term of or arrangement concerning the treatment of shares of
capital stock in such merger, consolidation or share exchange relating to
the Acquiring Person is not identical to the terms and arrangements
relating to other holders of Common Stock or (B) the Person with whom the
transaction or series of transactions occurs is the Acquiring Person or an
Affiliate or Associate of the Acquiring Person, or
(ii) the Company shall sell or otherwise transfer (or one or more of
its subsidiaries shall sell or otherwise transfer) assets (A) aggregating
more than 50% of the assets (measured by either book value or fair market
value) or (B) generating more than 50% of the operating income or cash
flow, of the Company and its subsidiaries (taken as a whole) to any other
Person (other than the Company or one or more of its wholly owned
subsidiaries) or to two or more such Persons which are affiliated or
otherwise acting in concert, if, at the time of such sale or transfer of
assets or at the time the Company (or any such subsidiary) enters into an
agreement with respect to such sale or transfer, the Acquiring Person
controls the Board of Directors of the Company,
in each case until it has entered into a supplemental agreement with the Person
engaging in such Flip-over Transaction or Event or the parent corporation
thereof (the "Flip-over Entity"), for the benefit of the holders of the Rights,
providing that upon consummation or occurrence of the Flip-over Transaction or
Event (i) each Right shall thereafter constitute the right to purchase from the
Flip-over Entity, upon exercise thereof in accordance with the terms of the
Rights Agreement, that number of shares of common stock of the Flip-over Entity
having an aggregate Market Price on the date of consummation or occurrence of
such Flip-over Transaction or Event equal to twice the Exercise Price for an
amount in cash equal to the then current Exercise Price and (ii) the Flip-over
Entity shall thereafter be liable for, and shall assume, by virtue of such
Flip-over Transaction or Event and such supplemental agreement, all the
obligations and duties of the Company pursuant to the Rights Agreement. An
Acquiring Person shall be deemed to control the Company's Board of Directors
when, following a Flip-in Date, the persons who were directors of the Company
before the Flip-in Date shall cease to constitute a majority of the Company's
Board of Directors. For purposes of the foregoing description, the term
"Acquiring Person" shall include any Acquiring Person and its Affiliates and
Associates counted together as a single Person.
<PAGE>
The Board of Directors of the Company may, at its option, at any time
prior to the close of business on the Flip-in Date, redeem all (but not less
than all) of the then outstanding Rights at a price of $0.01 per Right (the
"Redemption Price"), as provided in the Rights Agreement. Immediately upon the
action of the Board of Directors of the Company electing to redeem the Rights,
without any further action and without any notice, the right to exercise the
Rights will terminate and each Right will thereafter represent only the right to
receive the Redemption Price in cash or securities, as determined by the Board
of Directors of the Company.
The holders of Rights, solely by reason of their ownership of Rights,
have no rights as stockholders of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company. However, the
Rights may cause substantial dilution to a person or group that acquires 20% or
more of the Common Stock unless the Rights are first redeemed by the Board of
Directors of the Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its stockholders
because the Rights can be redeemed on or prior to the close of business on the
Flip-in Date, before the consummation of such transaction.
As of September 30, 1995 there were 200,000,000 shares of Common Stock
authorized (of which 99,658,604 shares were issued and outstanding and
16,550,010 shares were reserved for issuance pursuant to employee benefit plans
and warrants). As long as the Rights are attached to the Common Stock, the
Company would issue one Right with each new share of Common Stock so that all
such shares have Rights attached.
The Rights Agreement (which includes as Exhibit A the forms of Rights
Certificate and Election to Exercise and as Exhibit B the form of Certificate of
Designation and Terms of the Participating Preferred Stock) is incorporated
herein by reference. The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement and such exhibits thereto.
On May 23, 2000, the Company sent notices to (a) Fleet National Bank
("Fleet National") (as successor in interest to Bank of Boston), as the rights
agent ("Rights Agent") under the Rights Agreement, (b) Fleet National, as the
transfer agent for the Company's common stock, and (c) the Company's
stockholders, notifying each of them that, as of June 23, 2000, Fleet National
and any of its agents and assignees are removed, and The Dime Savings Bank of
New York, FSB is appointed, as the Rights Agent under the Rights Agreement.
On July 6, 2000, the Company and the Rights Agent amended the Rights
Agreement (the "July 6 Amendment") to change the definition of Acquiring Person
to exclude
<PAGE>
Warburg, Pincus Equity Partners, L.P. ("WPEP") and its Affiliates as long as
WPEP beneficially owns only Common Stock purchased pursuant to and in accordance
with the Investment Agreement, dated July 6, 2000, by and between the Company
and WPEP, and Common Stock acquired under any warrants exercised or preferred
stock converted pursuant to such Investment Agreement. WPEP may also acquire
additional shares of Common Stock not exceeding 2% of the outstanding Common
Stock without becoming an Acquiring Person.
In the July 6 Amendment to the Rights Agreement, the Company and the
Rights Agent added a "sunset" provision, amending the definition of Expiration
Time so that the Rights Agreement will also expire on the tenth Business Day
following the 2002 annual meeting of the Company's shareholders.
Also in the July 6 Amendment, the Company and the Rights Agent added a
definition for a "Qualifying Offer" which would not result in a Flip-in Date or
a Flip-over Transaction or Event. Any tender or exchange offer for all
outstanding shares of Common Stock which includes at least 50% cash with the
remainder of the consideration in sufficiently liquid form (such liquidity
determination to be made by a majority of the members of the Board of Directors
who are not officers of the Company and who are not representatives, nominees,
Affiliates or Associates of an Acquiring Person or the Offeror) will qualify as
a "Qualifying Offer" as long as it is accepted by the Beneficial Owners of at
least 75% of the outstanding shares of the Common Stock.
ITEM 2. EXHIBITS.
Item 2 is hereby amended and restated as follows:
Exhibit
Number Description
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(1) Rights Agreement (incorporated by reference to Exhibit (1) of
the Company's Registration Statement of Form 8-A filed with
the Securities and Exchange Commission on November 3, 1995
(SEC file no. 001-13094)).
(2) Forms of Rights Certificate and of Election to Exercise,
included in Exhibit A to the Rights Agreement (incorporated
by reference to Exhibit (2) of the Company's Registration
Statement of Form 8-A filed with the Securities and Exchange
Commission on November 3, 1995 (SEC file no. 001-13094)).
(3) Form of Certificate of Designation and Terms of Participating
Preferred Stock, included in Exhibit B to the Rights
Agreement (incorporated by reference to Exhibit (3) of the
Company's Registration Statement of Form 8-A filed with the
Securities and Exchange Commission on November 3, 1995 (SEC
file no. 001-13094)).
(4) Notice to Fleet National Bank, as the rights agent
(incorporated by reference to Exhibit (4) of the Company's
Form 8-A/A filed with the Securities and Exchange Commission
on June 23, 2000 (SEC File no. 001-13094)).
(5) Letter agreement, dated May 23, 2000, between Dime Bancorp,
Inc. and The Dime Savings Bank of New York, FSB (incorporated
by reference to Exhibit (5) of the Company's Form 8-A/A filed
with the Securities and Exchange Commission on June 23, 2000
(SEC file no. 001-13094)).
(6) Amendment to Stockholder Protection Rights Agreement dated,
July 6, 2000.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
DIME BANCORP, INC.
Date: July 12, 2000 By: /s/ James E. Kelly
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Name: James E. Kelly
Title: General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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(1) Rights Agreement (incorporated by reference to Exhibit (1) of
the Company's Registration Statement of Form 8-A filed with
the Securities and Exchange Commission on November 3, 1995
(SEC file no. 001-13094)).
(2) Forms of Rights Certificate and of Election to Exercise,
included in Exhibit A to the Rights Agreement (incorporated
by reference to Exhibit (2) of the Company's Registration
Statement of Form 8-A filed with the Securities and Exchange
Commission on November 3, 1995 (SEC file no. 001-13094)).
(3) Form of Certificate of Designation and Terms of Participating
Preferred Stock, included in Exhibit B to the Rights
Agreement (incorporated by reference to Exhibit (3) of the
Company's Registration Statement of Form 8-A filed with the
Securities and Exchange Commission on November 3, 1995 (SEC
file no. 001-13094)).
(4) Notice to Fleet National Bank, as the rights agent
(incorporated by reference to Exhibit (4) of the Company's
Form 8-A/A filed with the Securities and Exchange Commission
on June 23, 2000 (SEC File no. 001-13094)).
(5) Letter agreement, dated May 23, 2000, between Dime Bancorp,
Inc. and The Dime Savings Bank of New York, FSB (incorporated
by reference to Exhibit (5) of the Company's Form 8-A/A filed
with the Securities and Exchange Commission on June 23, 2000
(SEC file no. 001-13094)).
(6) Amendment to Stockholder Protection Rights Agreement dated,
July 6, 2000.
