<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2000
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Dime Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 001-13094 11-3197414
- ----------------------------- -------------- --------------------------------
(State or Other Jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
589 Fifth Avenue
New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (212) 326-6170
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Not applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events.
On April 19, 2000, Dime Bancorp, Inc. issued the following earnings
release:
Contact: Dime
Franklin L. Wright
(212) 326-6170
April 19, 2000
00/17
FOR IMMEDIATE RELEASE
DIME BANCORP REPORTS 15TH CONSECUTIVE QUARTER
OF RECORD OPERATING EARNINGS
New York, NY -- April 19, 2000 -- Dime Bancorp, Inc. (NYSE:DME)
today reported net income for the first quarter of 2000 of $65.3 million, a 19%
increase from the $54.8 million earned for the 1999 first quarter. Earnings per
share, on a diluted basis, were $0.59 for the 2000 first quarter, up 20% from
$0.49 for the 1999 first quarter.
Lawrence J. Toal, Dime's Chairman and Chief Executive Officer, said,
"Our record operating results are all the more satisfying because they were
accomplished despite a challenging interest rate environment, merger integration
planning and the distraction of dealing with a hostile takeover attempt. Our
retail and commercial banking businesses excelled, and our mortgage banking
business was a solid contributor even with the slow-down in residential lending
activity.
"We believe our ability to produce consistently strong results
reaffirms the validity of our business strategy, reflecting the growing
diversity of our revenues and earnings. For example, in the 1999 first quarter,
mortgage banking accounted for over 30% of our business segments' profits; in
the 2000 first quarter, mortgage banking represented less than 10%, while the
contributions of our retail and commercial businesses showed tremendous growth.
We have also made excellent progress in continuing the transformation of our
balance sheet, as evidenced by the continued growth of our consumer, commercial
real estate and business loan portfolios, which in the aggregate increased $341
million, or 5%, during the 2000 first quarter. During the same period, deposits
grew $144 million, with substantially all of the growth being in core deposits.
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"Not only was the first quarter of 2000 our fifteenth consecutive
quarter of higher operating earnings, but we ended it with excellent momentum
across all our lines of business," concluded Mr. Toal.
OPERATING AND CASH OPERATING EARNINGS
Operating earnings (reported earnings adjusted for the effects of
certain non-recurring or unusual items) were $65.3 million, up 11% from $59.0
million in the 1999 first quarter and 5% from $62.3 million in the 1999 fourth
quarter. On a per diluted share basis, operating earnings in the 2000 first
quarter were $0.59, up 13% from $0.52 in the 1999 first quarter and 5% from
$0.56 in the 1999 fourth quarter. Operating earnings in the 2000 first quarter
and the 1999 fourth quarter were the same as reported earnings, while the 1999
first quarter included an adjustment to reported results for an after-tax
extraordinary loss of $4.1 million on the early extinguishment of debt. The
return on average stockholders' equity was 17.04% in the 2000 first quarter, up
from 16.84% for the 1999 first quarter and 16.67% for the 1999 fourth quarter,
and the return on average assets for those three periods was 1.11%, 1.09% and
1.07%, respectively, on an operating earnings basis.
Cash operating earnings, which exclude the after-tax effect of
goodwill amortization, were $71.7 million, or $0.64 per diluted share, for the
first quarter of 2000, compared with $61.7 million, or $0.55 per diluted share,
in the 1999 first quarter and $68.5 million, or $0.62 per diluted share, in the
1999 fourth quarter. On a cash operating earnings basis, the return on average
tangible stockholders' equity was 28.59% in the first quarter of 2000, up from
21.00% for the 1999 first quarter and 27.27% for the 1999 fourth quarter, and
the return on average tangible assets was 1.25% in the 2000 first quarter,
improved from 1.15% in the 1999 first quarter and 1.21% in the 1999 fourth
quarter.
NET INTEREST INCOME, NET INTEREST SPREAD AND MARGIN
Net interest income was $154.7 million in the 2000 first quarter, up
14% from $135.5 million in the year-earlier period and up from $153.9 million in
the 1999 fourth quarter. The improvement for the first quarter of 2000, compared
with the year-earlier period, primarily reflected growth in interest-earning
assets and their changing mix, partially offset by the effects of increases in
market interest rates. The interest rate spread for the 2000 first quarter was
3.07%, up 27 basis points from 2.80% in the 1999 first quarter and two basis
points from 3.05% in the 1999 fourth quarter. The net interest margin in the
2000 first quarter was 2.96%, up 21 basis points from 2.75% in the first quarter
of 1999 but down two basis points from 2.98% in the 1999 fourth quarter.
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NON-INTEREST INCOME
In the 2000 first quarter, non-interest income totaled $133.2
million, down from $149.2 million in the 1999 first quarter but up from $132.6
million in the 1999 fourth quarter. The $16.0 million decline between the 1999
first quarter and the 2000 first quarter was attributable to a $27.7 million
decline in net gains on sales activities due to lower mortgage banking activity,
which was partially offset by an $11.1 million improvement in fee income. Loan
servicing and production fees were $66.8 million in the 2000 first quarter, up
8% from $61.9 million in the 1999 first quarter, banking service fees of $15.5
million in the 2000 first quarter were up 38% from $11.3 million in the 1999
first quarter, and fees from securities and insurance brokerage activities of
$10.5 million in the first quarter of 2000 were up 22% from $8.6 million in the
1999 first quarter.
NON-INTEREST EXPENSE
General and administrative expense in the 2000 first quarter
declined 6% to $141.3 million from $149.6 million in the 1999 first quarter and
2% from $144.1 million in the 1999 fourth quarter. The decrease for the first
quarter of 2000 from the year-earlier period primarily reflected a reduction in
mortgage banking expenses as well as efficiencies and productivity improvements
in retail and commercial banking, which more than offset the additional expenses
related to Dime's purchases of Lakeview Savings Bank, Citibank's auto finance
business and KeyBank's Long Island banking franchise in 1999.
Amortization of mortgage servicing assets was $29.2 million in the
2000 first quarter, compared with $30.7 million in the 1999 first quarter and
$29.0 million in the 1999 fourth quarter. Goodwill amortization was $8.3 million
in the 2000 first quarter, up from $2.9 million in the 1999 first quarter and
$7.9 million in the 1999 fourth quarter. The increase in the 2000 first quarter
as compared to the year-earlier period reflected the effects of the 1999
acquisitions.
The efficiency ratio in the 2000 first quarter was 49.1%, improved
from 52.6% in the 1999 first quarter and 50.3% in the fourth quarter of 1999.
LOANS RECEIVABLE
Total loans receivable were $15.6 billion at March 31, 2000, up 24%
from $12.6 billion at March 31, 1999 and 2% from $15.2 billion at year-end 1999.
During the first quarter of 2000, commercial real estate loans increased $166
million to $3.6 billion, consumer loans increased $113 million to $2.6 billion
and business loans increased $62 million to $1.1 billion. Together, these
non-residential loans represented 47% of total loans receivable at March 31,
2000, up from 32% at March 31, 1999 and 46% at year-end 1999.
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LOAN SERVICING
At March 31, 2000, Dime serviced $38.5 billion of loans for others,
compared with $32.5 billion at March 31, 1999 and $37.1 billion at year-end
1999. The weighted average coupon of residential real estate loans serviced for
others was 7.27% at March 31, 2000, compared with 7.24% at March 31, 1999 and
7.25% at year-end 1999. The book value of mortgage servicing assets at March 31,
2000 was $943 million, including $43 million associated with interest rate
hedges, while the estimated fair value was $991 million.
ASSET QUALITY
The allowance for loan losses was $142.5 million, or 194% of
non-accrual loans, at March 31, 2000, compared with $112.4 million, or 185% of
non-accrual loans, at March 31, 1999, and $140.3 million, or 202% of non-accrual
loans, at December 31, 1999. At March 31, 2000, the ratio of the allowance for
loan losses to loans receivable was 0.91%, compared with 0.89% at the end of the
1999 first quarter and 0.92% at year-end 1999.
Non-performing assets (non-accrual loans and other real estate
owned) were $90 million at March 31, 2000, compared with $85 million at March
31, 1999 and $86 million at December 31, 1999. The ratio of non-performing
assets to total assets was 0.37% at the end of the 2000 first quarter, compared
with 0.39% at March 31, 1999 and 0.36% at year-end 1999.
The provision for loan losses was $7.0 million in the 2000 first
quarter, compared with $8.0 million in the 1999 first quarter and $7.0 million
in the 1999 fourth quarter. Net charge-offs in the 2000 first quarter were $4.8
million, compared with $0.7 million in the 1999 first quarter and $5.8 million
in the 1999 fourth quarter.
At March 31, 2000, Dime had assets of $24.2 billion, deposits of
$14.4 billion, and stockholders' equity of $1.6 billion. Its principal
subsidiary, The Dime Savings Bank of New York, FSB (www.dime.com), is a regional
bank serving consumers and businesses through 127 branches located throughout
the greater New York City metropolitan area. Directly and through its mortgage
banking subsidiary, North American Mortgage Company (www.namc.com), Dime also
provides consumer loans, insurance products and mortgage banking services
throughout the United States.
Certain statements in Dime's press releases may be forward-looking.
A variety of factors could cause Dime'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 Dime'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 Dime's control and general economic conditions.
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Dime believes that "operating earnings" basis information 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.
Investors are urged to read Dime and Hudson United Bancorp's proxy
statement/prospectus, and any amendments or supplements when they become
available, as well as any solicitation/recommendation statement that may be
filed by Dime, because they contain important information. Each of these
documents has been or will be filed with the SEC and investors may obtain them
for free from Dime by directing such request to: Dime Bancorp, Inc., Investor
Relations Dept., 589 Fifth Avenue, New York, New York, telephone: (212)
326-6170, or Innisfree M&A Incorporated at (888) 750-5834.
Dime, its directors and executive officers and certain other persons
may be deemed "participants" in any solicitation of proxies from Dime
stockholders. Information regarding the participants in any solicitation is
contained in a statement on Schedule 14A filed by Dime with the SEC on April 10,
2000.
# # #
DIME BANCORP, INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA
(UNAUDITED)
<TABLE>
<CAPTION>
AT OR FOR THE THREE MONTHS ENDED
---------------------------------------------------------------------
MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
2000 1999 1999 1999 1999
----------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
AS REPORTED BASIS
Net income (in thousands) $ 65,273 $ 62,331 $ 61,824 $ 60,817 $ 54,841
Basic earnings per common share 0.59 0.56 0.55 0.54 0.49
Diluted earnings per common share 0.59 0.56 0.55 0.54 0.49
Return on average assets 1.11 % 1.07 % 1.13 % 1.15 % 1.01 %
Return on average stockholders' equity 17.04 16.67 16.75 16.73 15.66
OPERATING EARNINGS BASIS (1)
Net income (in thousands) $ 65,273 $ 62,331 $ 61,824 $ 60,817 $ 58,968
Basic earnings per common share 0.59 0.56 0.55 0.54 0.53
Diluted earnings per common share 0.59 0.56 0.55 0.54 0.52
Return on average assets 1.11 % 1.07 % 1.13 % 1.15 % 1.09 %
Return on average stockholders' equity 17.04 16.67 16.75 16.73 16.84
Interest rate spread 3.07 3.05 3.12 2.98 2.80
Net interest margin 2.96 2.98 3.07 2.94 2.75
Non-interest income to total revenues 46.27 46.29 47.29 52.16 52.41
Efficiency ratio 49.08 50.30 51.61 51.18 52.62
CASH OPERATING EARNINGS BASIS (2)
Net income (in thousands) $ 71,669 $ 68,486 $ 65,744 $ 64,190 $ 61,747
Basic earnings per common share 0.65 0.62 0.59 0.57 0.56
Diluted earnings per common share 0.64 0.62 0.58 0.57 0.55
Return on average tangible assets 1.25 % 1.21 % 1.22 % 1.23 % 1.15 %
Return on average tangible
stockholders' equity 28.59 27.27 22.47 21.43 21.00
PERIOD END BALANCE SHEET ITEMS
(in millions)
Total assets $ 24,180 $ 23,921 $ 22,601 $ 21,430 $ 21,550
Total interest-earning assets 21,519 21,314 20,386 19,281 19,593
Securities available for sale 3,928 3,850 3,837 3,498 3,308
Loans held for sale 1,505 1,734 1,716 2,513 3,083
Loans receivable 15,579 15,207 14,257 12,711 12,592
Total interest-bearing liabilities 22,085 22,007 20,752 19,536 19,703
Deposits 14,406 14,261 13,294 13,415 13,166
Borrowed funds 7,679 7,746 7,458 6,121 6,537
Stockholders' equity 1,573 1,516 1,475 1,493 1,417
AVERAGE BALANCES (in millions)
Total assets $ 23,476 $ 23,201 $ 21,814 $ 21,202 $ 21,619
Total interest-earning assets 21,014 20,975 19,733 19,127 19,596
Securities available for sale 3,858 3,955 3,613 3,303 3,300
Loans held for sale 1,325 1,596 1,993 2,672 3,129
Loans receivable 15,315 14,897 13,562 12,580 12,802
Total interest-bearing liabilities 21,536 21,332 19,944 19,340 19,814
Deposits 14,231 14,121 13,326 13,270 13,371
Borrowed funds 7,305 7,211 6,618 6,070 6,443
Stockholders' equity 1,532 1,496 1,477 1,454 1,401
</TABLE>
(1) Operating earnings represent net income adjusted for the effects of certain
non-recurring or unusual items.
(2) Cash operating earnings represent operating earnings excluding amortization
of goodwill, net of taxes.
<PAGE> 7
DIME BANCORP, INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA
(UNAUDITED)
<TABLE>
<CAPTION>
AT OR FOR THE THREE MONTHS ENDED
---------------------------------------------------------------------
MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
2000 1999 1999 1999 1999
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<S> <C> <C> <C> <C> <C>
ASSET QUALITY (dollars in thousands)
Non-performing assets:
Non-accrual loans $ 73,562 $ 69,362 $ 70,815 $ 67,884 $ 60,604
Other real estate owned, net 16,635 16,691 19,997 20,591 23,902
----------- ------------ ----------- ---------- -----------
Total non-performing assets $ 90,197 $ 86,053 $ 90,812 $ 88,475 $ 84,506
=========== ============ =========== ========== ===========
Non-performing assets to total assets 0.37 % 0.36 % 0.40 % 0.41 % 0.39 %
Non-accrual loans to loans receivable 0.47 0.46 0.50 0.53 0.48
Allowance for loan losses $ 142,485 $ 140,296 $ 137,077 $ 121,381 $ 112,369
Allowance for loan losses to:
Loans receivable 0.91 % 0.92 % 0.96 % 0.95 % 0.89 %
Non-accrual loans 193.69 202.27 193.57 178.81 185.42
CAPITAL RATIOS
Stockholders' equity to total assets 6.51 % 6.34 % 6.52 % 6.97 % 6.57 %
The Dime Savings Bank of New York, FSB:
Tangible and core 6.16 (3) 5.90 6.85 6.92 6.25
Tier 1 risk-based 9.00 (3) 8.80 10.23 11.07 10.18
Total risk-based 10.50 (3) 10.33 11.15 11.99 11.04
OTHER PERIOD END DATA
Common shares outstanding (in thousands) 111,688 110,895 110,755 113,539 111,346
Book value per common share $ 14.09 $ 13.67 $ 13.31 $ 13.15 $ 12.72
Tangible book value per common share 9.34 8.84 10.39 10.48 10.65
Loans serviced for others (in millions) (4) 38,548 37,110 36,477 32,522 32,451
</TABLE>
(3) Preliminary.
(4) Excludes loans being subserviced.
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DIME BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------------- ----------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 331,776 $ 414,289
Money market investments 14,579 18,166
Securities available for sale 3,928,419 3,849,676
Federal Home Loan Bank of New York stock 328,732 328,732
Loans held for sale 1,504,564 1,733,667
Loans receivable, net:
Residential real estate loans 8,231,525 8,200,120
Commercial real estate loans 3,648,372 3,482,857
Consumer loans 2,608,209 2,495,321
Business loans 1,091,004 1,028,756
Allowance for loan losses (142,485) (140,296)
---------------- ----------------
Total loans receivable, net 15,436,625 15,066,758
---------------- ----------------
Premises and equipment, net 208,247 207,373
Mortgage servicing assets 943,400 980,934
Goodwill 525,548 531,415
Other assets 958,040 790,315
---------------- ----------------
Total assets $ 24,179,930 $ 23,921,325
================ ================
LIABILITIES
Deposits $ 14,405,595 $ 14,261,449
Federal funds purchased and securities sold under
agreements to repurchase 3,603,841 1,106,067
Other short-term borrowings 2,767,461 5,321,838
Long-term debt 1,155,825 1,165,868
Guaranteed preferred beneficial interests in Dime Bancorp, Inc.'s
junior subordinated deferrable interest debentures 152,225 152,219
Other liabilities 521,577 397,779
---------------- ----------------
Total liabilities 22,606,524 22,405,220
---------------- ----------------
STOCKHOLDERS' EQUITY
Common stock 1,203 1,203
Additional paid-in capital 1,166,543 1,166,530
Retained earnings 726,015 670,343
Treasury stock, at cost (216,002) (230,035)
Accumulated other comprehensive loss (89,866) (87,257)
Unearned compensation (14,487) (4,679)
---------------- ----------------
Total stockholders' equity 1,573,406 1,516,105
---------------- ----------------
Total liabilities and stockholders' equity $ 24,179,930 $ 23,921,325
================ ================
</TABLE>
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DIME BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
----------------------------------------------------------------------
MARCH 31, DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
2000 1999 1999 1999 1999
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INTEREST INCOME
Residential real estate loans $ 172,462 $ 176,044 $ 178,268 $ 187,254 $ 202,816
Commercial real estate loans 69,161 63,389 61,507 53,921 49,754
Consumer loans 53,059 51,147 39,370 22,042 19,654
Business loans 22,862 18,658 9,028 6,290 5,764
Mortgage-backed securities 63,678 63,515 57,427 52,545 48,898
Other securities 12,538 12,721 12,658 12,696 12,221
Money market investments 247 239 496 270 506
------------ ----------- ------------ ------------ -----------
Total interest income 394,007 385,713 358,754 335,018 339,613
------------ ----------- ------------ ------------ -----------
INTEREST EXPENSE
Deposits 130,476 127,895 117,758 116,511 119,842
Borrowed funds 108,863 103,964 91,753 78,617 84,273
------------ ----------- ------------ ------------ -----------
Total interest expense 239,339 231,859 209,511 195,128 204,115
------------ ----------- ------------ ------------ -----------
Net interest income 154,668 153,854 149,243 139,890 135,498
Provision for loan losses 7,000 7,000 7,000 7,500 8,000
------------ ----------- ------------ ------------ -----------
Net interest income after provision
for loan losses 147,668 146,854 142,243 132,390 127,498
------------ ----------- ------------ ------------ -----------
NON-INTEREST INCOME
Loan servicing and production fees 66,844 68,474 67,402 69,716 61,928
Banking service fees 15,521 14,884 13,060 12,587 11,267
Securities and insurance brokerage fees 10,533 9,129 8,925 10,052 8,604
Net gains on sales activities 36,639 36,310 42,114 57,696 64,307
Other 3,644 3,821 2,391 2,452 3,124
------------ ----------- ------------ ------------ -----------
Total non-interest income 133,181 132,618 133,892 152,503 149,230
------------ ----------- ------------ ------------ -----------
NON-INTEREST EXPENSE
General and administrative expense:
Compensation and employee benefits 75,617 74,555 77,521 75,201 76,473
Occupancy and equipment 28,114 27,077 25,897 25,901 24,786
Other 37,553 42,465 42,698 48,559 48,337
------------ ----------- ------------ ------------ -----------
Total general and administrative expense 141,284 144,097 146,116 149,661 149,596
Amortization of mortgage servicing assets 29,232 28,989 27,940 35,200 30,657
Amortization of goodwill 8,346 7,917 4,230 3,497 2,876
------------ ----------- ------------ ------------ -----------
Total non-interest expense 178,862 181,003 178,286 188,358 183,129
------------ ----------- ------------ ------------ -----------
Income before income tax expense and
extraordinary items 101,987 98,469 97,849 96,535 93,599
Income tax expense 36,714 36,138 36,025 35,718 34,631
------------ ----------- ------------ ------------ -----------
Income before extraordinary items 65,273 62,331 61,824 60,817 58,968
Extraordinary items - losses on early
extinguishment of debt, net of tax benefits -- -- -- -- (4,127)
------------ ----------- ------------ ------------ -----------
Net income $ 65,273 $ 62,331 $ 61,824 $ 60,817 $ 54,841
============ =========== ============ ============ ===========
PER COMMON SHARE
Basic earnings:
Income before extraordinary items $ 0.59 $ 0.56 $ 0.55 $ 0.54 $ 0.53
Extraordinary items -- -- -- -- (0.04)
------------ ----------- ------------ ------------ -----------
Net income $ 0.59 $ 0.56 $ 0.55 $ 0.54 $ 0.49
============ =========== ============ ============ ===========
Diluted earnings:
Income before extraordinary items $ 0.59 $ 0.56 $ 0.55 $ 0.54 $ 0.52
Extraordinary items -- -- -- -- (0.03)
------------ ----------- ------------ ------------ -----------
Net income $ 0.59 $ 0.56 $ 0.55 $ 0.54 $ 0.49
============ =========== ============ ============ ===========
Cash dividends declared $ 0.06 $ 0.06 $ 0.06 $ 0.06 $ 0.05
AVERAGE COMMON SHARES OUTSTANDING
Basic 110,537 110,440 112,046 111,958 110,976
Diluted 111,229 111,332 113,127 113,239 112,439
</TABLE>
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<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DIME BANCORP, INC.
By: /s/ James E. Kelly
-----------------------
James E. Kelly
General Counsel
Date: April 19, 2000
