SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 13E-1 TRANSACTION STATEMENT
Pursuant to Section 13(e) of the Securities Exchange Act of 1934
DIME BANCORP, INC.
(Name of Issuer)
DIME BANCORP, INC.
(Name of Person(s) Filing Statement)
2,469,100 shares of Common Stock, Par Value $0.01 per Share (including the
associated preferred stock purchase rights)
(Title and Number of Securities to be Purchased)
25429Q
(CUSIP Number of Class of Securities)
James E. Kelly, Esq.
General Counsel
Dime Bancorp, Inc.
589 Fifth Avenue
3rd Floor
New York, New York 10017
(212) 326-6170
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
Copy to:
Mitchell S. Eitel, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
Calculation of Filing Fee
Transaction Value Amount of Filing Fee
----------------- --------------------
$45,061,075 $9,012.22*
--------------------
* Pursuant to Rule 0-11 promulgated under the Exchange Act, the amount of the
filing fee has been calculated by multiplying the value of the securities
to be acquired by 1/50 of one percent.
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1. THE TITLE AND NUMBER OF SECURITIES TO BE PURCHASED.
Dime Bancorp, Inc., a Delaware corporation ("Dime"), intends to
purchase 2,469,100 shares of its common stock, par value $0.01 per share ("Dime
Common Stock").
The purchase will be effected pursuant to a right of first refusal
granted by Hudson United Bancorp, a New Jersey corporation ("Hudson"), to Dime
as part of the Termination, Option Cancellation and Settlement Agreement, dated
April 28, 2000 (the "Termination Agreement"). The Termination Agreement was
included as Exhibit 10.1 to the Current Report on Form 8-K that Dime filed with
the Securities and Exchange Commission on May 1, 2000.
The first sentence of Section 6.2 of the Termination Agreement provides
that:
"If Hudson elects to dispose of all or a substantial part of the [the
shares of Dime Common Stock from time to time owned by it or its
subsidiaries] (whether under Section 6.1 or otherwise), Hudson shall notify
Dime of its election orally, with a faxed confirmation, before 10:00 A.M.
on any business day and pursuant to such notice such shares first shall be
offered to Dime for purchase at the closing price of Dime's Common Stock on
the New York Stock Exchange on the day before giving such notice for a
period ending at 10:00 A.M. on the business day after giving such notice."
At about 9:08 a.m. yesterday, Dime received the following notice from the
Chairman, President and Chief Executive Officer of Hudson (the "9:08 a.m.
Letter"):
"I hereby notify you under Section 6.2 of the Termination, Option
Cancellation and Settlement Agreement dated April 28, 2000 that we elect to
dispose of all of our shares of Dime common stock (2,469,100 shares). We
offer these shares to you at Friday's closing price of $18.25. This offer
is valid until 10:00 a.m. tomorrow. Please notify us of your intentions at
your earliest convenience."
Promptly after the filing of this Rule 13e-1 Transaction Statement, Dime intends
to accept Hudson's offer and, in that regard, respond orally and by fax to
Hudson before 10:00 a.m. today as follows:
"We accept your offer to purchase 2,469,100 shares of Dime common stock at
a price of $18.25 pursuant to Section 6.2 of the Termination, Option
Cancellation and Settlement Agreement dated April 28, 2000 and your letter
dated May 30, 2000 (both of which provide that your offer to us
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continues until 10:00 a.m. today). We expect to close on Friday, June 2,
2000."
At about 6:08 p.m. and 6:11 p.m., yesterday, Dime received two letters
from an executive officer of Hudson to the following effect (the "Evening
Letters"):
"I hereby notify you that the offer made by letter dated May 30, 2000 to
sell 2,469,100 shares of Dime Bancorp to Dime at $18.25 per share is
rescinded" [6:08 p.m. letter]
"I hereby notify you under Section 6.2 of the Termination, Option
Cancellation and Settlement Agreement dated April 28, 2000 that we elect to
dispose of all of our shares of Dime common stock (2,469,100 shares). We
offer these shares to you at Monday's closing price of $18.50. Please
notify us of your intentions at your earliest convenience." [6:11 p.m.
letter]
Pursuant to the terms of the Termination Agreement and Hudson's 9:08
a.m. Letter, Dime does not believe that the Evening Letters have any effect.
Accordingly, Dime believes it has the right to purchase 2,469,100 shares of Dime
Common Stock on June 2, 2000 at $18.25 per share.
2. NAMES OF THE PERSONS OR CLASS OF PERSONS FROM WHOM THE ISSUER WILL PURCHASE
THE SECURITIES.
The securities will be purchased from Hudson.
3. THE NAME OF ANY EXCHANGE, INTER-DEALER QUOTATION SYSTEM OR ANY OTHER MARKET
ON OR THROUGH WHICH THE SECURITIES WILL BE PURCHASED.
The securities will be purchased directly from Hudson in a privately
negotiated transaction, as described in the response to Item 1 above, and not on
or through any exchange, inter-dealer quotation system or any other market.
4. THE PURPOSE OF THE PURCHASE.
Dime has decided to exercise its right of first refusal under the
Termination Agreement and purchase all of Hudson's shares of Dime Common Stock.
Dime intends to use the shares of Dime Common Stock purchased to offset shares
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issuable under its employee benefit plans and may also use them for general
corporate purposes.
5. WHETHER THE ISSUER WILL RETIRE THE SECURITIES, HOLD THE SECURITIES IN ITS
TREASURY, OR DISPOSE OF THE SECURITIES. IF THE ISSUER INTENDS TO DISPOSE OF
THE SECURITIES, DESCRIBE HOW IT INTENDS TO DO SO.
Dime intends to hold the shares of Dime Common Stock purchased in
treasury. As contemplated in response to Item 4 above, they may be reissued at a
future date.
6. THE SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION TO BE USED TO MAKE
THE PURCHASE. IF THE ISSUER BORROWS ANY FUNDS OR OTHER CONSIDERATION TO
MAKE THE PURCHASE OR ENTERS ANY AGREEMENT FOR THE PURPOSE OF ACQUIRING,
HOLDING, OR TRADING THE SECURITIES, DESCRIBE THE TRANSACTION AND AGREEMENT
AND IDENTIFY THE PARTIES.
Pursuant to the Termination Agreement, the total consideration for the
shares of Dime Common Stock to be purchased is $45,061,075. Dime currently
expects to pay the total consideration out of working capital, which it intends
to fund by means of a dividend from its wholly owned subsidiary, The Dime
Savings Bank of New York, FSB.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DIME BANCORP, INC.
By: /s/ James E. Kelly
---------------------
Name: James E. Kelly
Title: General Counsel
Dated: May 31, 2000
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