EXHIBIT (6)
Amendment to Stockholder Protection Rights Agreement
AMENDMENT, dated July 6, 2000 (this "Amendment"), to the Shareholder
Protection Rights Agreement, dated October 20, 1995, between Dime Bancorp, Inc.
(the "Company"), and The Dime Savings Bank of New York, FSB (the "Rights Agent")
(the "Rights Agreement").
WITNESSETH:
WHEREAS, the Company and the Rights Agent have heretofore entered into
the Rights Agreement;
WHEREAS, the original Rights Agent (The First National Bank of Boston)
has, as of June 23, 2000, been replaced by the Company, and the current Rights
Agent is The Dime Savings Bank of New York, FSB (also, the "Rights Agent");
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement;
NOW, THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the parties hereby agree as follows:
(1) Amendment of Section 1.1.
(a) The definition of "Acquiring Person" appearing in Section 1.1 of
the Rights Agreement is amended to read in its entirety as follows:
"Acquiring Person" shall mean any Person who is a Beneficial Owner of
20% or more of the outstanding shares of Common Stock; provided, however,
that the term "Acquiring Person" shall not include (i) any Person who shall
become the Beneficial Owner of 20% or more of the outstanding shares of
Common Stock solely as a result of an acquisition by the Company of shares
of Common Stock, until such time thereafter as such Person shall become the
Beneficial Owner (other than by means of a stock dividend or stock split)
of any additional shares of Common Stock, (ii) any Person who is the
Beneficial Owner of 20% or more of the outstanding shares of Common Stock
but who acquired Beneficial Ownership of shares of Common Stock without any
plan or intention to
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seek or affect control of the Company, if such Person promptly enters into
an irrevocable commitment promptly to divest, and thereafter promptly
divests (without exercising or retaining any power, including voting, with
respect to such shares), sufficient shares of Common Stock (or securities
convertible into, exchangeable into or exercisable for Common Stock) so
that such Person ceases to be the Beneficial Owner of 20% or more of the
outstanding shares of Common Stock, (iii) any Person who Beneficially Owns
shares of Common Stock consisting solely of one or more of (A) shares of
Common Stock Beneficially Owned pursuant to the grant or exercise of an
option granted to such person 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 of Common Stock (or securities convertible into,
exchangeable into or exercisable for Common Stock), Beneficially Owned by
such Person or its Affiliates or Associates at the time of grant of such
option, (C) shares of Common Stock (or securities convertible into,
exchangeable into or exercisable for Common Stock) acquired by Affiliates
or Associates of such Person after the time of such grant which, in the
aggregate, amount to less than 1% of the outstanding shares of Common Stock
and (D) shares of Common Stock (or securities convertible into,
exchangeable into or exercisable for Common Stock) 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, and (iv) Warburg, Pincus Equity
Partners, L.P. ("WPEP") and its Affiliates, provided that such persons
beneficially own only the Common Stock (or securities convertible into or
exchangeable for Common Stock) (A) purchased pursuant to the Investment
Agreement dated July 6, 2000 (the "Investment Agreement"), by and between
the Company and WPEP, (B) acquired pursuant to the exercise of any warrants
or the conversion of any preferred stock purchased pursuant to the
Investment Agreement, (C) acquired in accordance with Section 4.1(a) or
Section 4.4 of the Investment Agreement, or pursuant to any other
antidilution adjustment, preemptive right or similar provision contained
therein or in the terms of the securities issued thereunder and additional
shares of Common Stock not exceeding 2% of the outstanding shares of Common
Stock. In addition, the Company, any wholly-owned Subsidiary of the Company
and any employee stock ownership or other employee benefit plan of the
Company or a wholly-owned subsidiary of the Company shall not be an
Acquiring Person.
(b) The definition of "Expiration Time" is amended to read in its
entirety as follows:
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"Expiration Time" shall mean the earliest of (i) the Exchange Time,
(ii) the Redemption Time, (iii) the close of business on the tenth-year
anniversary of the Record Time, (iv) consummation of the merger of the
Company into another corporation pursuant to an agreement entered into
prior to a Flip-in Date and (v) unless the Separation Time shall have
occurred, the tenth Business Day following the 2002 annual meeting of the
Company's stockholders.
(c) The following paragraph shall be inserted, in alphabetical order,
in Section 1.1 of the Rights Agreement:
"Qualifying Offer" means a tender or exchange offer for all the
outstanding shares of Common Stock made by a person (the "Offeror") who is
not, prior to the purchase of shares pursuant to such offer, an Acquiring
Person or Affiliate or Associate thereof having the following
characteristics:
(1) the consideration offered for each share of Common Stock
includes at least 50% cash and the non-cash portion of the
consideration is of a kind and quality that, taking into account the
relevant characteristics and size of the market for such property,
provides sufficient liquidity, after giving effect to the purchase of
all the Common Stock pursuant to the offer, so that all the holders of
Common Stock would be able to promptly dispose of the non-cash portion
of the consideration without suffering any material diminution of
value, as determined in the judgment of at least 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 ("Disinterested Directors"); and
(2) such offer is accepted by the Beneficial Owners of at least
75% of the outstanding shares of Common Stock (other than the Offeror
and its Affiliates and Associates).
The liquidity determination to be made pursuant to this definition by
the Disinterested Directors shall be made based upon advice from one
or more nationally recognized investment banking firms.
Anything herein to the contrary notwithstanding, the purchase of shares of
Common Stock solely pursuant to a Qualifying Offer will not result in a
Flip-in Date or Flip-over Transaction or Event.
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(2) This Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of such counterparts shall together
constitute one and the same instrument.
(3) Except as set forth in this Amendment, the Rights Agreement shall
remain in full force and effect without amendment, modification or waiver.
(4) This Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware applicable to contracts made and to be
performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
DIME BANCORP, INC.
By: /s/ Anthony R. Burriesci
----------------------------
Name: Anthony R. Burriesci
Title: Chief Financial Officer
THE DIME SAVINGS BANK OF
NEW YORK, FSB
By: /s/ Anthony R. Burriesci
----------------------------
Name: Anthony R. Burriesci
Title: Chief Financial Officer
