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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)___
FIRST UNION NATIONAL BANK
(Name of Trustee)
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<S> <C>
22-1147033
(Jurisdiction of Incorporation or (I.R.S. Employer
Organization if not a U.S. National Bank) Identification No.)
301 SOUTH COLLEGE STREET, CHARLOTTE, NORTH CAROLINA 28288-0630
(Address of Principal Executive Offices) (Zip Code)
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DIME BANCORP, INC
(Name of Obligor)
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<S> <C>
DELAWARE 11-3197414
(State of Incorporation) (I.R.S. Employer
Identification No.)
589 FIFTH AVENUE, NEW YORK NY 10017
(Address of Principal Executive Offices) (Zip Code)
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DEBT SECURITIES
(Title of Indenture Securities)
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GENERAL
Item 1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject:
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, New York,
N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities
of the trustee:
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Col. A Col. B
------ ------
<S> <C>
Title of Class Amount Outstanding
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Not applicable
Item 4. Trusteeship under Other Indentures:
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Not Applicable
(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
Not Applicable.
Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or representative
of the obligor or of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such connection.
<PAGE> 3
Not Applicable
Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
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Col. A Col. B Col. C Col. D.
------ ------ ------ -------
Percentage of Voting
Amount owned securities represented
Name of Owner Title of Class beneficially by amount given in Col. C
------------- -------------- ------------ -------------------------
<S> <C> <C> <C>
Not Applicable
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Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.
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<CAPTION>
Col. A Col. B Col. C Col. D.
------ ------ ------ -------
Percentage of Voting
Amount owned securities represented
Name of Owner Title of Class beneficially by amount given in Col. C
------------- -------------- ------------ -------------------------
<S> <C> <C> <C>
Not Applicable
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Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for the obligations in default by
the trustee.
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<CAPTION>
Col. A Col. B Col. C Col. D.
------ ------ ------ -------
<S> <C> <C> <C>
Whether the Amount owned beneficially Percent of class
securities are or held as collateral represented by
voting or non voting obligations in default by amt given in Col C
Not Applicable Trustee
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Item 9. Securities of the Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee.
<PAGE> 4
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<CAPTION>
Col. A Col. B Col. C Col. D.
------ ------ ------ -------
<S> <C> <C> <C>
Name of Issuer Amount Amount owned beneficially Percent of class
and title of class Outstanding or held as collateral represented by
security for obligations amount given in
Not Applicable in default by Trustee Col. C.
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Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.
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<CAPTION>
Col. A Col. B Col. C Col. D.
------ ------ ------ -------
<S> <C> <C> <C>
Name of Issuer Amount Amount owned beneficially Percent of voting
and title of class Outstanding or held as collateral securities represented
security for obligations by amount given in
Not Applicable in default by Trustee Col. C.
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Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the Trustee.
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<CAPTION>
Col. A Col. B Col. C Col. D.
------ ------ ------ -------
<S> <C> <C> <C>
Name of Issuer Amount Amount owned beneficially Percent of class
and title of class Outstanding or held as collateral represented by
security for obligations amount given in
Not Applicable in default by Trustee Col. C.
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Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
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Col. A. Col. B. Col. C.
------- ------- -------
<S> <C> <C>
Nature of indebtedness Amount outstanding Date due
Not Applicable
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Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not Applicable
Item 16. Lists of Exhibits.
1* -Copy of Articles of Association of the Trustee as now in
effect.
2 -No certificate of authority of the Trustee to commence
business is furnished since this authority is contained in the
Articles of Association of the Trustee.
3** -Copy of the authorization of the Trustee to exercise
corporate trust powers.
4** -Copy of the existing By-Laws of the Trustee, as now in
effect.
5 -Not applicable.
6 -The consent of the Trustee required by Section 321 (b) of the
Act.
7 -A copy of the latest report of Condition of the Trustee
published pursuant to the law or the requirements of its
supervising or examining authority.
8 -Not Applicable
9 -Not Applicable
*Exhibit thus designated has heretofore been filed with the Securities and
Exchange Commission, have not been amended since filing and are incorporated
herein by reference (see Exhibit T-1 Registration Number 333-47985). **Exhibits
thus designated have heretofore been filed with the Securities and Exchange
Commission, have not been amended since filing and are incorporated herein by
reference (see Exhibit T-1 Registration Number 333-49145).
In answering any item in this statement of eligibility and
qualification which relates to matters peculiarly within the knowledge of the
obligor or of its directors or officers, or an underwriter for the obligor, the
undersigned, First Union National Bank, has relied upon information furnished to
it by the obligor or such underwriter.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, First Union National Bank, a national banking association organized and
existing under the laws of the United States, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Morristown, and State of New Jersey, on the 9th
day of November, 2000
First Union National Bank
(Trustee)
(CORPORATE SEAL)
By: /s/ Stephanie Roche
Vice President
Exhibit T-6
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CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture
Act of 1939, and in connection with the proposed issue of Dime Bancorp, Inc we
hereby consent that reports of examinations by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
FIRST UNION NATIONAL BANK
By: /s/ Stephanie Roche
Vice President
Morristown, NJ
November 9, 2000
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EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Union National
Bank, at the close of business on September 30, 2000, published in response to
call made by Comptroller of the Currency, under title 12, United States Code,
Section 161. Charter Number 22693 Comptroller of the Currency.
Statement of Resources and Liabilities
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ASSETS
Thousand of Dollars
<S> <C>
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin 7,814,000
Interest-bearing balances 4,091,000
Securities /////////
Hold-to-maturity securities 1,556,000
Available-for-sale securities 48,764,000
Federal funds sold and securities purchased under agreements //////////
to resell 2,165,000
Loans and lease financing receivables:
Loan and leases, net of unearned income 132,642,000
LESS: Allowance for loan and lease losses 1,900,000
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income, allowance, and
reserve 130,742,000
Trading Assets 12,912,000
Premises and fixed assets (including capitalized leases) 2,928,000
Other real estate owned 107,000
Investment in unconsolidated subsidiaries and associated //////////
companies 250,000
Customer's liability to this bank on acceptances outstanding 967,000
Intangible assets 2,889,000
Other assets 12,662,000
Total assets 227,847,000
LIABILITIES
Deposits:
In domestic offices 130,675,000
Noninterest-bearing 20,065,000
Interest-bearing 110,610,000
In foreign offices, Edge and Agreement subsidiaries,
and IBFs 12,305,000
Noninterest-bearing 39,000
Interest-bearing 12,266,000
Federal funds purchased and securities sold under agreements
to repurchase 23,476,000
Demand notes issued to the U.S. Treasury 2,077,000
Trading liabilities 6,979,000
Other borrowed money: /////////
With a remaining maturity of one year or less 16,205,000
With a remaining maturity of one year through three years 4,039,000
With a remaining maturity of more than three years 2,075,000
Bank's liability on acceptances executed and outstanding 975,000
Subordinated notes and debentures 5,993,000
Other liabilities 7,567,000
Total liabilities 212,366,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus 161,000
Common Stock 455,000
Surplus 13,306,000
Undivided profits and capital reserves 2,381,000
Net unrealized holding gains (losses) on available-for-sale /////////
securities (817,000)
Cumulative foreign currency translation adjustments (5,000)
Total equity capital 15,481,000
Total liabilities and equity capital 227,847,000
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