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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DIME BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
00025429 Q1
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(CUSIP Number)
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STEPHEN DISTLER
E.M. WARBURG, PINCUS & CO., LLC
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
WITH A COPY TO:
ANDREW R. BROWNSTEIN
CRAIG M. WASSERMAN
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
OCTOBER 6, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ].
Page 1 of 8 Pages
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<PAGE>
SCHEDULE 13D
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CUSIP No. 00025429 Q1 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARBURG, PINCUS EQUITY PARTNERS, L.P.
I.R.S. IDENTIFICATION NO. 13-3986317
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) | |
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3 SEC USE ONLY | |
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE ORGANIZATION
DELAWARE
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7
SOLE VOTING POWER
NUMBER OF 27,215,328*
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SHARES 8
SHARED VOTING POWER
BENEFICIALLY -0-
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OWNED BY 9
SOLE DISPOSITIVE POWER
EACH 27,215,328*
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REPORTING 10
SHARED DISPOSITIVE POWER
PERSON WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,215,328*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%**
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14 TYPE OF REPORTING PERSON
PN
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* Assumes the full exercise and conversion of all securities into common
stock pursuant to the terms and conditions of the Investment Agreement
described herein.
** Gives effect to the new issuance of shares of common stock upon the full
exercise and conversion of all securities into common stock pursuant to
the terms and conditions of the Investment Agreement described herein.
Without giving effect to such issuance, the percent of class represented
by the amount in Row 11 is 24.9%.
<PAGE>
SCHEDULE 13D
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CUSIP No. 00025429 Q1 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARBURG, PINCUS & CO.
I.R.S. IDENTIFICATION NO. 13-6358475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) | |
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3 SEC USE ONLY | |
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE ORGANIZATION
NEW YORK
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7
SOLE VOTING POWER
NUMBER OF 27,215,328*
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SHARES 8
SHARED VOTING POWER
BENEFICIALLY -0-
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OWNED BY 9
SOLE DISPOSITIVE POWER
EACH 27,215,328*
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REPORTING 10
SHARED DISPOSITIVE POWER
PERSON WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,215,328*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%**
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14 TYPE OF REPORTING PERSON
PN
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--------------------
* Assumes the full exercise and conversion of all securities into common
stock pursuant to the terms and conditions of the Investment Agreement
described herein.
** Gives effect to the new issuance of shares of common stock upon the full
exercise and conversion of all securities into common stock pursuant to
the terms and conditions of the Investment Agreement described herein.
Without giving effect to such issuance, the percent of class represented
by the amount in Row 11 is 24.9%.
<PAGE>
SCHEDULE 13D
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CUSIP No. 00025429 Q1 Page 4 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
E.M. WARBURG, PINCUS & CO., LLC
I.R.S. IDENTIFICATION NO. 13-3536050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) | |
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3 SEC USE ONLY | |
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE ORGANIZATION
NEW YORK
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7
SOLE VOTING POWER
NUMBER OF 27,215,328*
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SHARES 8
SHARED VOTING POWER
BENEFICIALLY -0-
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OWNED BY 9
SOLE DISPOSITIVE POWER
EACH 27,215,328*
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REPORTING 10
SHARED DISPOSITIVE POWER
PERSON WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,215,328*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%**
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14 TYPE OF REPORTING PERSON
OO
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* Assumes the full exercise and conversion of all securities into common
stock pursuant to the terms and conditions of the Investment Agreement
described herein.
** Gives effect to the new issuance of shares of common stock upon the full
exercise and conversion of all securities into common stock pursuant to
the terms and conditions of the Investment Agreement described herein.
Without giving effect to such issuance, the percent of class represented
by the amount in Row 11 is 24.9%.
<PAGE>
This Amendment No.1 amends the Schedule 13D originally filed on July
13, 2000 (the "Schedule 13D") on behalf of Warburg, Pincus Equity Partners,
L.P., a Delaware limited partnership ("WPEP"), Warburg, Pincus & Co., a New York
general partnership ("WP"), and E.M. Warburg, Pincus & Co., LLC, a New York
limited liability company ("EMW" and, together with WPEP and WP, the "Reporting
Entities") and relates to the common shares, par value $0.01, of Dime Bancorp,
Inc., a Delaware corporation (the "Company"). Capitalized terms used without
definition in this Amendment No. 1 shall have the respective meanings ascribed
to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
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Item 4 of the Schedule 13D is hereby amended by replacing the first
six paragraphs as follows:
The purchase by WPEP of the securities of the Company as described
herein were effected because of the Reporting Entities' belief that the Company
represents an attractive investment based on the Company's business prospects
and strategy. WPEP's investment was made over two closings. The first closing
occurred upon the signing of an Investment Agreement, dated as of July 6, 2000,
between the Company and WPEP (the "Investment Agreement"), pursuant to which
WPEP has agreed to purchase several different securities issued, or to be
issued, by the Company. The second closing occurred on October 6, 2000,
following receipt of certain regulatory approvals. The transactions are
described below.
FIRST CLOSING. On July 6, 2000, WPEP purchased rights (the "Rights")
to 12,009.491 shares of Series B non-cumulative voting preferred stock
("Series B Stock"), representing approximately 9.9% of the outstanding
Common Stock after issuance of the Series B Stock, as each share of Series
B Stock has the economic rights equivalent to 1,000 shares of Common Stock
subject to antidilution adjustments. The Rights subsequently converted
into the shares of Series B Stock on August 1, 2000, immediately upon
clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Series B Stock will convert into restricted shares of underlying
Common Stock upon, among other events, distribution of the litigation
tracking warrants that the Company has assumed it will distribute to all
other stockholders. The litigation tracking warrants will be securities
representing an interest in the right to recovery, if any, in the
"goodwill" litigation matter to which The Dime Savings Bank of New York,
FSB ("Dime Savings") is a party. The aggregate purchase price WPEP
delivered to the Company at the first closing was $210,166,092.50,
comprising $17.50 per share of Common Stock underlying the Series B Stock.
At the first closing, WPEP also acquired warrants to purchase 8,142.738
shares of Series C junior nonvoting preferred stock ("Series C Stock") and
warrants to purchase 3,866.753 shares of Series D junior nonvoting
preferred stock ("Series D Stock"), each series referencing 1000 shares of
Common Stock per share of the series.
SECOND CLOSING. On October 6, 2000, upon receipt of other necessary
regulatory approvals, including a determination by the Office of Thrift
Supervision that WPEP does not control the Company, WPEP purchased
1,598.173 additional shares of Series B Stock
-5-
<PAGE>
and additional warrants to purchase approximately 1,598.173 shares of
Series D Stock for $27,968,027.50.
To comply with regulatory requirements, WPEP's investment has been
structured using several different securities. If all the securities were to be
converted today into shares of Common Stock, they would amount to 27,215,328
shares, or approximately 24.9%, of the outstanding Common Stock, before giving
effect to the new issuance of shares of Common Stock underlying the convertible
securities. The material terms of these securities are described below.
SERIES B STOCK. Each share of Series B Stock is 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. Shares of Series B Stock
are entitled to receive dividends the same as those paid on 1,000 shares
of Common Stock, other than the distribution of litigation tracking
warrants. In case of a merger or similar transaction, shares of Series B
Stock will be exchanged into equivalent securities of the acquiring
company. Shares of Series B Stock will convert into shares of Common Stock
on the earliest of (1) the issuance of the litigation tracking warrants,
(2) a change in control of the Company, (3) lapsing of the transfer
restrictions placed on the securities under certain provisions of the
Investment Agreement (for example, if the Company breaches its material
obligations in the Investment Agreement), or (4) April 6, 2001.
WPEP currently owns 13,607.664 shares of Series B Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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Part (a) of Item 5 is hereby replaced in its entirety as follows:
(a) The Reporting Entities beneficially own shares of Common Stock of the
Company by virtue of their ownership of the Series B Stock, Series C
warrants and Series D warrants (the "Securities"), which are convertible
into shares of Common Stock pursuant to the terms and conditions of the
Investment Agreement. As of July 6, 2000, the Group Members each
beneficially owned 27,215,328 shares of Common Stock, assuming the full
exercise and conversion of the Securities into Common Stock pursuant to the
terms and conditions of the Investment Agreement. By reason of WP's and
EMW's respective relationships with the Investors, under Rule 13d-3 under
the Exchange Act, WP and EMW may be deemed to own beneficially all of the
shares of Common Stock which are beneficially owned by these entities.
-6-
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: October 16, 2000
WARBURG, PINCUS EQUITY PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
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Name: Stephen Distler
Title: Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
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Name: Stephen Distler
Title: Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
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Name: Stephen Distler
Title: Member
WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I,
C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
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Name: Stephen Distler
Title: Partner
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<PAGE>
WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II,
C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
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Name: Stephen Distler
Title: Partner
WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS
III, C.V.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
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Name: Stephen Distler
Title: Partner
-8-
