<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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DIME BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 11-3197414
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
</TABLE>
589 FIFTH AVENUE
NEW YORK, NEW YORK 10017
(212) 326-6170
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JAMES E. KELLY, ESQ.
GENERAL COUNSEL
DIME BANCORP, INC.
589 FIFTH AVENUE
NEW YORK, NEW YORK 10017
(212) 326-6170
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH A COPY TO:
MITCHELL S. EITEL, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from time
to time after the effective date of this Registration Statement, as determined
in light of market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
TITLE OF CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities $350,000,000(1) 100%(1) $350,000,000 $92,400(2)
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</TABLE>
(1) There are being registered hereunder such indeterminate principal amount of
debt securities as shall have an aggregate initial offering price not to
exceed $350,000,000. If any debt securities are issued at an original issue
discount, then the securities registered shall include such additional debt
securities as may be necessary such that the aggregate initial public
offering price of all securities issued pursuant to this Registration
Statement will equal $350,000,000. The proposed maximum initial offering
price per unit will be determined, from time to time, by the Registrant in
connection with the issuance by the Registrant of the securities registered
hereunder. Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus constituting part of this Registration Statement also relates to
$150,000,000 of the Registrant's unissued debt securities registered under
Registration Statement No. 333-78159.
(2) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933. $41,700 of the registration fee previously paid
under Registration Statement No. 333-78159 is attributable to the
$150,000,000 of debt securities unissued thereunder.
------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus filed
as part of this Registration Statement also constitutes a prospectus for
Registration Statement No. 333-78159; the $150,000,000 of debt securities
remaining unissued under Registration Statement No. 333-78159 will be combined
with the $350,000,000 aggregate amount of debt securities to be registered
pursuant to this Registration Statement to enable the Registrant to offer an
aggregate amount of $500,000,000 of debt securities pursuant to the combined
prospectus.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE
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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION; PRELIMINARY PROSPECTUS DATED OCTOBER 27, 2000
PROSPECTUS
$500,000,000
DIME BANCORP, INC.
DEBT SECURITIES
------------------------
We may, from time to time, issue up to $500,000,000 aggregate principal
amount of debt securities. We will provide specific terms of these debt
securities in supplements to this prospectus. You should read this prospectus
and any supplement carefully before you invest.
We may sell these debt securities to or through underwriters, and also to
other purchasers or through agents. We will name any underwriters or agents in
an accompanying prospectus supplement.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR INFORMATION YOU SHOULD CONSIDER
BEFORE BUYING THE DEBT SECURITIES.
------------------------
The debt securities are not deposits or other obligations of any bank or
savings association and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency.
------------------------
NONE OF THE SECURITIES AND EXCHANGE COMMISSION, THE FDIC, THE OFFICE OF
THRIFT SUPERVISION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF
THESE DEBT SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS OCTOBER 27, 2000.
<PAGE> 3
RISK FACTORS
In addition to the information contained elsewhere in this document or
incorporated by reference into this document, you should carefully consider the
following risk factors before making any investment decision. See "Where You Can
Find More Information" on page 17 to learn where you can obtain additional
information about us.
AN ECONOMIC DOWNTURN MAY LEAD TO LESS DEMAND FOR OUR SERVICES AND REDUCE OUR
EARNINGS
Our business faces various business risks. In a recession or other economic
downturn, these risks would probably become more acute, and might lead to less
demand for our loan production or other services. The volume of our loan
production depends upon demand for the types of loans we make and the
competition for those loans in the marketplace. Fluctuations in consumer
confidence, real estate values, interest rates and investment returns could
combine to make the types of loans we produce less attractive. In particular, an
increase in long-term interest rates could reduce the volume of loans funded and
sold by us and thereby reduce our earnings. In addition, during recessions and
economic downturns, the number of foreclosures generally increases, which could
result in increased losses.
CHANGES IN INTEREST RATES MAY REDUCE OUR NET INCOME
We realize a major part of our income from the differential or "spread"
between the interest we earn on our assets, such as loans and investments, and
the interest we pay on our liabilities, such as deposits and borrowings.
Differences between the maturity and repricing terms of these assets and
liabilities affect the size of the spread. In general, our interest-bearing
liabilities reprice or mature sooner than our interest-earning assets. This
means that higher interest rates may decrease the spread and reduce our net
interest income. We actively manage this maturity or repricing difference
through a variety of techniques. However, these activities may not completely
eliminate the risks associated with these differences. As a result, if interest
rates decline, our loans and investments may be prepaid earlier than expected,
which may also decrease the spread and lower our net interest income. In
addition, changes in the relationship between long-term and short-term interest
rates (known as the "yield curve"), unexpected loan or investment prepayments or
changes in deposit or maturity preferences can adversely impact our net interest
spread and net interest income.
In addition, we earn part of our revenues from mortgage banking-related
activities, which are also subject to interest rate risk. First, we hold the
rights to service a portfolio of mortgages. When interest rates fall, borrowers
are more likely to prepay the loans underlying these mortgages. This leads to
lower future servicing revenues and therefore a decline in the value of these
mortgage servicing rights. Second, we produce mortgage loans and then sell them
to other investors in the form of mortgage-backed securities or pools of whole
loans. In this case, we face the risk that interest rates may change between the
time we produce the loans and the time we sell the loans or mortgage-backed
securities.
While we actively engage in risk management strategies to reduce our
exposure to interest rate fluctuations, we cannot completely eliminate this
risk.
WE ARE EXTENSIVELY REGULATED
Our operations are subject to extensive governmental regulation and are
subject to various laws and judicial and administrative decisions imposing
requirements and restrictions on us. Governmental policies can affect our
business operations and the availability, growth and distribution of our
investments, borrowings and deposits. In addition, federal authorities
periodically conduct examinations of our operations and may impose various
requirements or sanctions.
Most of our cash flow comes from dividends and other capital distributions
paid to us by The Dime Savings Bank of New York, FSB, our principal subsidiary,
and our ability to make payments on our securities (including those to be
offered pursuant to this document and any accompanying supplement) is therefore
dependent upon our ability to receive these distributions. Certain statutes and
regulations restrict Dime Savings' ability to pay dividends or make other
distributions on its capital stock and thus limit the transfer of funds to us.
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LEGISLATIVE AND REGULATORY PROPOSALS MAY UNFAVORABLY AFFECT US
Proposals to change the laws governing financial institutions are
frequently raised in Congress and before bank regulatory authorities. Changes in
applicable laws or policies could materially affect our business, and the
likelihood of any major changes in the future and their effects are impossible
to determine.
INTENSE COMPETITION EXISTS FOR LOANS AND DEPOSITS
Competition among financial institutions in attracting and retaining
deposits and making loans is intense. Traditionally, Dime Savings has faced
competition for deposits from other thrifts and commercial banks in the greater
New York City metropolitan area. However, in recent years "nonbank" investment
alternatives such as money market mutual funds and corporate and governmental
debt securities, have become significant competitors for available funds. Dime
Savings competes for loans with other thrift institutions, commercial banks,
mortgage banking companies, consumer finance companies, insurance companies and
other institutional investors and lenders. Many of the institutions that Dime
Savings competes with for deposits and loans are substantially larger than it.
CONCENTRATION OF CREDIT RISK
Dime Savings and its subsidiaries regularly assess the quality of their
loans and other credit exposures and seek to identify, as early as possible,
problems that may result from economic downturns or deteriorating conditions in
certain markets or with respect to specific loans or other credits. As part of
this assessment, Dime Savings and its affiliates assess credit ratings, credit
quality and their credit management processes. This assessment is achieved
through regular reviews of loan documentation, collateral, risk ratings and
problem loan classifications.
Credit risk is reduced by attempting to maintain a loan portfolio that is
diverse in terms of types of loan, as well as industry and borrower
concentration, thus minimizing the adverse impact of any single event or set of
occurrences. Dime Savings and its affiliates use a variety of techniques to
actively manage their credit processes. Credit losses, however, are a
consequence of being in the business of extending loans and other forms of
credit that cannot be eliminated.
FORWARD-LOOKING STATEMENTS
This document, any applicable supplement and the documents incorporated by
reference into this document or such supplement include forward-looking
statements. We have based these forward-looking statements on our current
expectations and projections about future events. You can find many of these
statements by looking for words such as "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "may," "will," and "potential" or similar
expressions. These forward-looking statements are subject to risks,
uncertainties and assumptions about us. Some of the factors that may cause
actual results to differ materially from those contemplated by the
forward-looking statements include, but are not limited to, the following
possibilities:
- changes in the interest rate environment may reduce interest margins or may
adversely affect mortgage banking operations;
- there may be increases in competitive pressure among financial institutions
or from non-financial institutions;
- changes in deposit flows, loan demand or real estate values may adversely
affect our business;
- changes in accounting principles, policies or guidelines may cause our
financial condition to be perceived differently;
- general economic conditions, either nationally or in some or all of the
states in which we do business, or conditions in securities markets, the
banking industry or the mortgage banking industry, may be less favorable then
we currently anticipate;
- legislation or regulatory changes may adversely affect our business;
- technological changes may be more difficult or expensive than we anticipate;
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- success or consummation of new business initiatives may be more difficult or
expensive than we anticipate; and
- the timing and occurrence or non-occurrence of events may be subject to
circumstances beyond our control.
All subsequent written and oral forward-looking statements concerning
matters addressed in this document and attributable to us or any person acting
on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties, and assumptions, the forward-looking
statements discussed in this document, any supplement to this document and the
documents incorporated by reference into this document and such supplement might
not occur.
INFORMATION ABOUT US
We are a Delaware corporation and a savings and loan holding company
incorporated under the laws of the State of Delaware in 1994. We are the parent
of Dime Savings, a federally chartered savings bank currently serving consumers
and businesses through 127 branches located throughout the greater New York City
metropolitan area. Through Dime Savings and its subsidiaries, including North
American Mortgage Company, we provide consumer loans, insurance products and
mortgage banking services throughout the United States. At September 30, 2000,
we had consolidated assets of $25.2 billion, consolidated deposits of $13.9
billion and consolidated stockholders' equity of $1.8 billion.
Our principal executive office is located at 589 Fifth Avenue, New York,
New York 10017. Our telephone number is (212) 326-6170.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following table provides information regarding our consolidated ratios
of earnings to fixed charges.
<TABLE>
<CAPTION>
9 MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, DECEMBER 31,
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2000(1) 1999 1999 1998 1997 1996 1995
------- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Excluding interest on
deposits............ 1.21x 2.08x 2.03x 1.98x 1.57x 1.42x 1.26x
Including interest on
deposits............ 1.10 1.46 1.45 1.39 1.22 1.17 1.12
</TABLE>
(1) For the period ended September 30, 2000 our consolidated ratios are of
earnings to fixed charges and preferred stock dividends, recognizing the
issuance of preferred securities in July 2000. For this period there would
be no difference in these ratios if preferred stock dividends were excluded.
For purposes of computing these ratios, earnings represent income before
income taxes, extraordinary items and cumulative effect of a change in
accounting principle, plus fixed charges. Fixed charges, excluding interest on
deposits, represent interest expense (other than interest on deposits),
one-third (the proportion that represents the interest factor) of rent expense
and all amortization of debt issuance costs. Fixed charges, including interest
on deposits, represent all interest expense, one-third (the proportion that
represents the interest factor) of rent expense and all amortization of debt
issuance costs.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of debt securities for
general corporate purposes, including working capital, capital expenditures,
investments in or loans to our subsidiaries, refinancing of debt, including
outstanding senior notes, commercial paper and other short-term indebtedness, if
any, redemption or repurchase of shares of our outstanding common stock, funding
of possible business combinations, the satisfaction of other obligations, or for
such other purposes as may be specified in an applicable supplement to this
document.
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CERTAIN REGULATORY CONSIDERATIONS
As a savings and loan holding company, Dime Bancorp is subject to
supervision by the OTS. Dime Savings is a federally chartered savings bank
subject to comprehensive regulation, examination and supervision by the OTS, as
the primary federal regulator of savings associations, and by the FDIC, as the
administrator of the federal deposit insurance funds.
This section briefly describes some of the key statutory provisions and
regulations applicable to us and Dime Savings. This section does not contain a
complete description of all the statutes and regulations affecting our business.
The regulatory scheme has been established primarily for the protection of
depositors and the financial system generally and is not intended for the
protection of stockholders or other creditors.
As a holding company, our ability to make payments on our securities
(including those offered by this document) is largely dependent on our ability
to receive dividends and other funds from Dime Savings. Our ability to make
payments on these securities is also affected by statutes and regulations
relating to the business of federal savings associations that have the effect of
limiting transfers of funds from Dime Savings to us. The nature and extent of
these restrictions depend upon Dime Savings' level of regulatory capital and its
income.
REGULATORY CAPITAL REQUIREMENTS
Under federal statute and OTS regulations, savings associations are
required to comply with three separate capital adequacy standards. These
institutions are required to have "core capital" equal to at least 3% of
adjusted total assets, "tangible capital" equal to at least 1.5% of adjusted
total assets and "total risk-based capital" equal to at least 8% of
risk-weighted assets.
"Core capital" includes common stockholders' equity (including common
stock, common stock surplus and retained earnings, but excluding any unrealized
gains or losses, net of related taxes, on certain securities available for
sale), noncumulative perpetual preferred stock and any related surplus and
minority interests in the equity accounts of fully consolidated subsidiaries.
Intangible assets, other than servicing assets valued in accordance with
applicable regulations and purchased credit card relationships, generally must
be deducted from core capital. Servicing assets and purchased credit card
relationships may together represent up to 100% of core capital, although the
amount of purchased credit card relationships and non-mortgage-related servicing
assets included in core capital may not together exceed 25% of core capital.
"Tangible capital" means core capital less any intangible assets (except
for mortgage servicing assets includable in core capital) and investments in
subsidiaries that are not "includable subsidiaries" (except as permitted by
regulation).
For purposes of the risk-based capital requirement, "total risk-based
capital" means core capital plus supplementary capital, so long as the amount of
supplementary capital that is used to satisfy the requirement does not exceed
the amount of core capital. "Supplementary capital" includes, among other
things, subordinated debt issued in accordance with OTS regulations, general
valuation loan and lease loss allowances up to a maximum of 1.25% of
risk-weighted assets, and up to 45% of unrealized gains on certain securities
available for sale. Risk-weighted assets are determined by multiplying certain
categories of the savings association's assets, including off-balance sheet
equivalents, by an assigned risk weight of 0% to 100% based on the credit risk
associated with those assets as specified in OTS regulations.
As of September 30, 2000, Dime Savings had core capital and tangible
capital of $1.5 billion, which was equal to 5.86% of adjusted total assets, and
total risk-based capital of $1.7 billion, which was equal to 10.13% of
risk-weighted assets, and exceeded the capital requirements imposed by the OTS.
In 1991, Congress enacted the "prompt corrective action" provisions of the
Federal Deposit Insurance Act, which established five capital-based categories
for depository institutions insured by the FDIC: "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized," and
"critically undercapitalized." The OTS must take certain mandatory action and
may take other discretionary action with respect to savings associations in the
three undercapitalized categories. Under OTS regulations, an institution is
treated as well capitalized if its ratio of total risk-based capital to
risk-weighted assets is 10% or
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more, its ratio of core capital to risk-weighted assets is 6% or more, its ratio
of core capital to adjusted total assets is 5% or more and it is not subject to
any order or directive by the OTS to meet a specific capital level. At September
30, 2000, Dime Savings continued to satisfy the published standards for a well
capitalized institution.
LIMITATIONS ON CAPITAL DISTRIBUTIONS
Savings associations such as Dime Savings may not make capital
distributions (or pay management fees to their holding companies) if, following
the distribution, they would be "undercapitalized" as described above. In
addition, OTS regulations limit a savings association's ability to pay dividends
and make other capital distributions. For this purpose, "capital distributions"
include, among other things, cash dividends, payments to repurchase, redeem,
retire or otherwise acquire the savings association's shares or debt instruments
included in total capital, payments of cash or other property to the savings
association's owners or affiliates made in connection with a corporate
restructuring, payments to stockholders of another institution in a cash-out
merger, or any transaction the OTS or FDIC determined to be a distribution of
capital. Distributions charged against capital will only be included if the
savings association would not be "well capitalized" following the distribution.
To the extent that the OTS regulations described below and the prompt corrective
action provisions are inconsistent, the prompt corrective action provisions
control.
Under OTS regulations, a savings association is required to file an
application with the OTS for approval to make a capital distribution if:
- it is not eligible for expedited treatment under the OTS application
processing rules;
- the total amount of all capital distributions, including the proposed capital
distribution, for the applicable calendar year would exceed an amount equal
to the savings association's net income for that year to date plus the
savings association's retained net income for the preceding two years;
- the savings association would not be adequately capitalized under the OTS
capital regulation following the distribution; or
- the capital distribution would violate a statute, regulation or agreement
with the OTS or a condition imposed by the OTS.
A savings association that is not required to file an application may be
required to file a notice with the OTS under certain conditions, including if it
is a subsidiary of a holding company. The OTS may disapprove an application or
notice if the proposed capital distribution would:
- make the association undercapitalized, significantly undercapitalized or
critically undercapitalized;
- raise safety or soundness concerns; or
- violate a statute, regulation or agreement with the OTS (or with the FDIC),
or a condition imposed in an OTS-approved application or notice.
TRANSACTIONS WITH AFFILIATES
Under federal law and regulation, transactions between a savings
association and its "affiliates," such as its holding company and other
companies controlled by its holding company, are subject to quantitative and
qualitative restrictions. Savings associations are restricted in their ability
to engage in certain types of transactions with their affiliates, including
transactions that could provide funds to a holding company for the payment of
capital distributions. These "covered transactions" generally include:
- lending or extending credit to an affiliate;
- purchasing assets from an affiliate;
- accepting securities issued by an affiliate as collateral for a loan or
extension of credit; and
- issuing a guarantee, acceptance or letter of credit on behalf of an
affiliate.
Covered transactions are permitted between a savings association and single
affiliate up to 10% of the capital stock and surplus of the association, and
between a savings association and all of its affiliates together up to 20% of
the capital stock and surplus of the association. The purchase of low-quality
assets by a savings association from an affiliate is not permitted. Each loan or
extension of credit to an affiliate by a savings association must be secured by
collateral with a market value ranging from 100% to 130% (depending on the type
of collateral) of the amount of credit extended. A savings association is not
permitted, however, to make a loan or extension of credit to
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any affiliate unless the affiliate is engaged only in activities that the
Federal Reserve Board has determined to be permissible for bank holding
companies. Savings associations also are prohibited from purchasing or investing
in securities issued by an affiliate, other than shares of a subsidiary.
Covered transactions between a savings association and an affiliate, and
certain other transactions with or benefitting an affiliate, must be on terms
and conditions at least as favorable to the association as those prevailing at
the time for comparable transactions with non-affiliated companies. This
arm's-length requirement applies to all covered transactions, as well as to:
- the sale of securities or other assets to an affiliate;
- the payment of money or the furnishing of services to an affiliate;
- any transaction in which an affiliate acts as agent or broker or receives a
fee for its services to the savings association or to any other person; or
- any transaction or series of transactions with a third party if any affiliate
has a financial interest in the third party or is a participant in the
transaction or series of transactions.
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
As required by Federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by documents called
"indentures." The indenture is a contract between us and the trustee named in an
applicable supplement to this document. There may be more than one trustee under
each indenture for different series of debt securities. The trustee has two main
roles. First, the trustee can enforce your rights against us if we default.
There are some limitations on the extent to which the trustee acts on your
behalf, described later on page 15 under "Remedies If an Event of Default
Occurs." Second, the trustee performs administrative duties for us, such as
sending you interest payments, transferring your debt securities to a new buyer
if you sell, and sending you notices.
The indenture and its associated documents contain the full legal text of
the matters described in this section. The indenture and the debt securities are
governed by New York law.
We may issue either senior debt securities or subordinated debt securities.
The senior and subordinated debt securities are issued under different
indentures and may have different trustees. The forms of senior indenture and
subordinated indenture are exhibits to the registration statement of which this
document is a part. See "Where You Can Find More Information" on page 17 for
information on how to obtain a copy. When we refer to the indenture we mean both
the senior indenture and the subordinated indenture unless we indicate
otherwise. When we refer to the trustee we mean all the trustees, whether
trustee for senior or subordinated debt securities, unless we indicate
otherwise.
We may issue as many distinct series of debt securities under each
indenture as we wish. This section summarizes terms of the debt securities that
are common to all series. Because this section is a summary, it does not
describe every aspect of the debt securities. This summary is qualified in its
entirety by reference to the actual text of the indenture, including any
definitions. We describe the meaning for only the more important terms. We also
include references in parentheses to certain sections of the indenture.
Certain material specific financial, legal and other terms of the debt
securities particular to your series will be described in the supplement to this
document relating to your series. The supplement relating to your series of debt
securities will describe the following terms of your series:
- the title of your series of debt securities;
- any limit on the aggregate principal amount of your series of debt
securities;
- the date or dates on which your series of debt securities will mature;
- the annual rate or rates (which may be fixed or variable) at which your
series of debt
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securities will bear interest, if any, and the date or dates from which the
interest, if any, will accrue;
- the dates on which interest, if any, on your series of debt securities will
be payable and the regular record dates for those interest payment dates;
- any mandatory or optional sinking funds or analogous provisions or provisions
for redemption at your option;
- the date, if any, after which and the price or prices at which your series of
debt securities may, in accordance with any option or mandatory redemption
provisions, be redeemed and the other detailed terms and provisions of any
such optional or mandatory redemption provision;
- if other than denominations of $1,000 and any integral multiple thereof, the
denomination in which your series of debt securities will be issuable;
- if other than the principal amount thereof, the portion of the principal
amount of your series of debt securities which will be payable upon the
declaration of acceleration of the maturity of those debt securities;
- the currency of payment of principal, premium, if any, and interest on your
series of debt securities;
- any index or formula used to determine the amount of payment of principal of,
premium, if any, and interest on your series of debt securities;
- the applicability of the provisions described under "Defeasance" on page 13;
- whether any debt securities will be issued in the form of a global security,
the wording of any legal legend to be placed on any global security in
addition to or instead of the legend referred to under "Global Securities" on
page 9 and, if different from those described in that subsection, any
circumstances under which a global security may be exchanged for debt
securities registered in the names of persons other than the depositary for
the global security or its nominee;
- whether your series of debt securities are senior debt securities or
subordinated debt securities;
- if your series of debt securities are subordinated debt securities, whether
the subordination provisions summarized below or different subordination
provisions will apply; and
- any other material terms of your series of debt securities.
Those terms may vary from the terms described here. Thus, this summary also
is qualified by reference to the description of the particular terms of your
series to be described in the supplement relating to your series of debt
securities, which will be attached to the front of this document.
LEGAL OWNERSHIP
"STREET NAME" AND OTHER INDIRECT HOLDERS
Investors who hold debt securities in accounts at banks or brokers will
generally not be recognized by us as legal holders of debt securities. This is
called holding in "street name." Instead, we would recognize only the bank or
broker or the financial institution the bank or broker uses to hold its debt
securities. These intermediary banks, brokers and other financial institutions
pass along principal, interest and other payments on the debt securities, either
because they agree to do so in their customer agreements or because they are
legally required to do so. If you hold debt securities in street name, you
should check with your own bank or broker to find out:
- How it handles debt securities payments and notices;
- Whether it imposes fees or charges;
- How it would handle voting if ever required;
- Whether and how you can instruct it to send you debt securities registered in
your own name so you can be a direct holder as described below; and
- How it would pursue rights under the debt securities if there were a default
or other event triggering the need for holders to act to protect their
interests.
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DIRECT HOLDERS
Our obligations, as well as the obligations of the trustee and those of any
third parties employed by us or the trustee, run only to persons or entities who
are the direct holders of debt securities -- that is, those who are registered
as holders of debt securities. As noted above, we do not have obligations to you
if you hold in street name or through other indirect means, either because you
choose to hold debt securities in that manner or because the debt securities are
issued in the form of global securities as described below. For example, once we
make a payment to the registered holder, we have no further responsibility for
the payment even if that registered holder is legally required to pass the
payment along to you as a street name customer but does not do so.
GLOBAL SECURITIES
What is a Global Security? A global security is a special type of
indirectly held security. If we choose to issue debt securities in the form of
global securities, the ultimate beneficial owners can only be indirect holders.
We do this by requiring that the global security be registered in the name of a
financial institution we select and by requiring that the debt securities
included in the global security not be transferred to the name of any other
direct holder unless the special circumstances described below occur. The
financial institution that acts as the sole direct holder of the global security
is called the depositary. Any person wishing to own a debt security must do so
indirectly through an account with a broker, bank or other financial institution
that in turn has an account with the depositary. The supplement to this document
will indicate whether your series of debt securities will be issued in the form
of global securities.
Special Investor Considerations for Global Securities. As an indirect
holder, an investor's rights relating to a global security will be governed by
the account rules of the investor's financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize
this type of investor as a registered holder of debt securities and instead deal
only with the depositary that holds the global security.
An investor should be aware that if debt securities are issued in the form
of global securities:
- The investor cannot get debt securities registered in his or her own name;
- The investor cannot receive physical certificates for his or her interest in
the debt securities;
- The investor will be a street name holder and must look to his or her own
bank or broker for payments on the debt securities and protection of his or
her legal rights relating to the debt securities. See "Street Name" and
"Other Indirect Holders" on page 8;
- The investor may not be able to sell interests in the debt securities to some
insurance companies and other institutions that are required by law to own
their securities in the form of physical certificates; and
- The depositary's policies will govern payments, transfers, exchange and other
matters relating to the investor's interest in the global security. We and
the trustee have no responsibility for any aspect of the depositary's actions
or for its records of ownership interests in the global security. We and the
trustee also do not supervise the depositary in any way.
Special Situations When Global Security Will Be Terminated. In a few
special situations described later, the global security will terminate and
interests in it will be exchanged for physical certificates representing debt
securities. After that exchange, the choice of whether to hold debt securities
directly or in street name will be up to the investor. Investors must consult
their own banks or brokers to find out how to have their interests in debt
securities transferred to their own name, so that they will be direct holders.
The rights of street name investors and direct holders in the debt securities
have been previously described in the subsections entitled "'Street' Name and
Other Indirect Holders" on page 8 and "Direct Holders" on page 8.
The special situations for termination of a global security are:
- When the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary;
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- When we notify the trustee that we wish to terminate the global security; or
- When an event of default on the debt securities has occurred and has not been
cured. (See "Events of Default" on page 14.)
The supplement to this document may also list additional situations for
terminating a global security that would apply only to the particular series of
debt securities covered by that supplement. When a global security terminates,
the depositary (and not us or the trustee) is responsible for deciding the names
of the institutions that will be the initial direct holders. (Sections 204 and
305)
IN THE REMAINDER OF THIS DESCRIPTION, "YOU" MEANS DIRECT HOLDERS AND NOT
STREET NAME OR OTHER INDIRECT HOLDERS OF DEBT SECURITIES. INDIRECT HOLDERS
SHOULD READ THE PREVIOUS SUBSECTION ON PAGE 8 ENTITLED "'STREET NAME' AND
OTHER INDIRECT HOLDERS."
OVERVIEW OF REMAINDER OF THIS DESCRIPTION
The remainder of this description summarizes:
- ADDITIONAL MECHANICS relevant to the debt securities under normal
circumstances, such as how you transfer ownership and where we make payments;
- Your rights under several SPECIAL SITUATIONS, such as if we merge with
another company or if we want to change a term of the debt securities;
- Promises we make to you about how we will run our business or business
actions we promise not to take (known as RESTRICTIVE COVENANTS); and
- Your rights if we DEFAULT or experience other financial difficulties.
ADDITIONAL MECHANICS
FORM, EXCHANGE AND TRANSFER
The debt securities will be issued:
- only in fully registered form;
- without interest coupons; and
- unless otherwise indicated in the supplement, in denominations that are even
multiples of $1,000. (Section 302)
You may have your debt securities broken into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. (Section
305) This is called an exchange.
You may exchange or transfer debt securities at the office of the trustee.
The trustee acts as our agent for registering debt securities in the names of
holders and transferring debt securities. We may appoint another entity or
perform this role ourselves. The entity performing the role of maintaining the
list of registered direct holders is called the security registrar. It will also
perform transfers. (Section 305)
You will not be required to pay a service charge to transfer or exchange
debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the security registrar is satisfied with your
proof of ownership.
If we designate a security registrar, it will be named in the supplement.
We may cancel the designation of any particular security registrar. We may also
approve a change in the office through which any security registrar acts.
(Section 1002)
For debt securities that are redeemable, if we redeem less than all of the
debt securities of a particular series, we may block the transfer or exchange of
those debt securities during the period beginning 15 days before the day we mail
the notice of redemption and ending on the day of that mailing, in order to
freeze the list of holders to prepare the mailing. We may also refuse to
register transfers or exchanges of debt securities selected for redemption,
except that we will continue to permit transfers and exchanges of the unredeemed
portion of any debt security being partially redeemed. (Section 305)
PAYMENT AND PAYING AGENTS
We will pay interest to you if you are a direct holder listed in the
trustee's records at the close of business on a particular day in advance of
each due date for interest, even if you no longer own the debt security on the
interest due date. That
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particular day, usually about two weeks in advance of the interest due date, is
called the record date and will be stated in the supplement. (Section 307)
Holders buying and selling debt securities must work out between them how to
compensate for the fact that we will pay all the interest for an interest period
to the one who is the registered holder on the record date. The most common
manner is to adjust the sales price of the debt securities to pro-rate interest
fairly between buyer and seller.
We will pay interest, principal and any other money due on the debt
securities at the corporate trust office of the trustee in New York City. You
must make arrangements to have your payments picked up at or wired from that
office. We may also choose to pay interest by mailing checks.
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
We may also arrange for additional payment offices, and may cancel or
change these offices, including our use of the trustee's corporate trust office.
These offices are called paying agents. We may also choose to act as our own
paying agent. We must notify you of changes in the paying agents for any
particular series of debt securities. (Section 1002)
NOTICES
We and the trustee will send notices regarding the debt securities only to
direct holders, using their addresses as listed in the trustee's records.
(Sections 101 and 106)
Regardless of who acts as paying agent, all money paid by us to a paying
agent that remains unclaimed at the end of two years after the amount is due to
direct holders will be repaid to us. After that two-year period, you may look
only to us for payment and not to the trustee, any other paying agent or anyone
else. (Section 1003)
SPECIAL SITUATIONS
MERGERS AND SIMILAR EVENTS
We are generally permitted to consolidate or merge with another company. We
are also permitted to sell or lease substantially all of our assets to another
company, or to buy or lease substantially all of the assets of another company.
However, we may not take any of these actions unless the following conditions
(among others) are met:
- Where we merge out of existence or sell or lease substantially all our
assets, the other company must be a corporation, partnership or trust
organized under the laws of a State or the District of Columbia or under
federal law, and it must agree to be legally responsible for the debt
securities.
- The merger, sale of assets or other transaction must not cause a default on
the debt securities, and we must not already be in default (unless the merger
or other transaction would cure the default). For purposes of this no-
default test, a default would include an event of default, as described on
page 14, that has occurred and not been cured. A default for this purpose
would also include any event that would be an event of default if the
requirements for giving us notice of our default or our default having to
exist for a specific period of time were disregarded. (Section 801)
MODIFICATION AND WAIVER
There are three types of changes we can make to the indentures and the debt
securities.
Changes Requiring Your Approval. First, there are changes that cannot be
made to your debt securities without your specific approval. Following is a list
of those types of changes:
- change the payment due date of the principal or interest on a debt security;
- reduce any amounts due on a debt security;
- reduce the amount of principal payable upon acceleration of the maturity of a
debt security following a default;
- change the place or currency of payment on a debt security;
- impair your right to sue for payment;
- if your debt securities are subordinated debt securities, modify the
subordination provisions in a manner that is adverse to you;
- reduce the percentage of direct holders of debt securities whose consent is
needed to modify or amend the indenture;
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- reduce the percentage of direct holders of debt securities whose consent is
needed to waive compliance with certain provisions of the indenture or to
waive certain defaults; and
- modify any other aspect of the provisions dealing with modification and
waiver of the indenture. (Section 902)
Changes Requiring a Majority Vote. The second type of change to the
indentures and the debt securities is the kind that requires a vote in favor by
direct holders of debt securities owning a majority of the principal amount of
the particular series affected. The same majority vote would be required for us
to obtain a waiver of all or part of the restrictive covenants described later
on page 12, or a waiver of a past default. However, we cannot obtain a waiver of
a payment default or any other aspect of the indenture or the debt securities
listed in the first category described on page 11 under "Changes Requiring Your
Approval" unless we obtain your individual consent to the waiver. (Section 513)
Changes Not Requiring Approval. The third type of change does not require
any vote by direct holders of debt securities. This type of change is limited to
clarifications and certain other actions that would not adversely affect holders
of the debt securities. (Section 901)
Further Details Concerning Voting. When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a debt
security:
- For original issue discount securities, we will use the principal amount that
would be due and payable on the voting date if the maturity of the debt
securities were accelerated to that date because of a default;
- For debt securities whose principal amount is not known (for example, because
it is based on an index), we will use a special rule for that debt security
that will be described in an appropriate supplement to this document; and
- For debt securities denominated in one or more foreign currencies or currency
units, we will use the U.S. dollar equivalent.
Debt securities will not be considered outstanding, and the holders will
therefore not be eligible to vote, if we have deposited or set aside in trust
money for their payment or redemption. (Section 107) Holders of debt securities
will also not be eligible to vote if their debt securities have been fully
defeased as described later on page 13 under "Full Defeasance." (Section 101)
We will generally be entitled to set any day as a record date for the
purpose of determining the direct holders of outstanding debt securities that
are entitled to vote or take other action under the indenture. (Section 301)In
certain limited circumstances, the trustee will be entitled to set a record date
for action by direct holders. If we or the trustee set a record date for a vote
or other action to be taken by direct holders of a particular series, that vote
or action may be taken only by persons who are holders of outstanding debt
securities of that series on the record date and must be taken within 180 days
following the record date or a shorter period that we may specify (or as the
trustee may specify, if it set the record date). We may shorten or lengthen (but
not beyond 180 days) this period from time to time. (Section 104)
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE
THE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.
RESTRICTIVE COVENANTS
THE SENIOR INDENTURE LIMITS HOW WE MAY DISPOSE OF VOTING STOCK OF OUR PRINCIPAL
SUBSIDIARY BANK
Under the senior indenture, we cannot assign, sell, grant a security
interest in or otherwise dispose of any shares or rights to obtain shares with
general voting power (other than directors' qualifying shares) of any principal
subsidiary bank. A principal subsidiary bank is a bank subsidiary that has total
assets equal to 30% or more of our assets. Currently, our only principal
subsidiary bank is Dime Savings. Also, we may not permit a principal subsidiary
bank to issue any shares or rights to obtain shares with general voting power of
that bank except for transactions that are:
- for fair market value on the date of action and, after the transaction, we
own at least 80% of the outstanding shares of voting stock of the principal
subsidiary bank;
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- required by a court or regulatory authority as a condition of permitting
certain acquisitions by us;
- made where the principal subsidiary bank unconditionally guarantees payment
on the debt securities; or
- made to us or any of our wholly-owned subsidiaries if the subsidiary agrees
to be bound by this covenant and we agree to maintain that subsidiary as a
wholly-owned subsidiary.
A principal subsidiary bank may generally merge into or consolidate with
another banking institution if, after the transaction, we or any of our
wholly-owned subsidiaries own at least 80% of the issued voting stock of the
other banking institution clear of any security interest and there is no event
of default if the resulting banking institution is treated as a principal
subsidiary bank.
The subordinated indenture does not contain this limitation, and these
provisions are not intended for the benefit of the subordinated debt securities.
DEFEASANCE
The following discussion of "full defeasance" and "covenant defeasance"
will be applicable to your series of debt securities only if we choose to have
them apply to that series. If we do so choose, we will state that in the
applicable supplement. (Section 1301)
Full Defeasance. If there is a change in federal tax law, as described
below, we can legally release ourselves from any payment or other obligations on
the debt securities if the following things happen:
- We must irrevocably deposit in trust for the benefit of all direct holders of
the debt securities a combination of money and U.S. government or U.S.
government agency notes or bonds that will generate enough cash to make
interest, principal and any other payments on the debt securities on their
various due dates.
- There must be a change in federal tax law or an IRS ruling that lets us make
the above deposit without causing you to be taxed on the debt securities any
differently than if we did not make the deposit and just repaid the debt
securities ourselves. (Under current federal tax law, the deposit and our
legal release from the debt securities would be treated as though we took
back your debt securities and gave you your share of the cash and notes or
bonds deposited in trust. In that event, you could recognize gain or loss on
the debt securities you give back to us.)
- We must deliver to the trustee a legal opinion of our counsel confirming the
tax law change described above. (Sections 1302 and 1304)
If full defeasance ever occurs you would have to rely solely on the trust
deposit for repayment of the debt securities. You could not look to us for
repayment in the unlikely event of any shortfall. Conversely, the trust deposit
would most likely be protected from claims of our lenders and other creditors if
we ever became bankrupt or insolvent. In the case of subordinated debt
securities, you would also be released from the subordination provisions of the
subordinated debt securities described later under "Subordination of the
Subordinated Debt Securities" on page 15.
Covenant Defeasance. Under current federal tax law, we can make the same
type of deposit described above and be released from some of the restrictive
covenants in the debt securities. In that event, you would lose the protection
of those restrictive covenants but would gain the protection of having money and
securities set aside in trust to repay the debt securities and, in the case of
subordinated debt securities, you would be released from the subordination
provisions on the subordinated debt securities described later on page 15. In
order for covenant defeasance to take place, we must do the following:
- Deposit in trust for the benefit of all direct holders of the debt securities
a combination of money and U.S. government or U.S. government agency notes or
bonds that will generate enough cash to make interest, principal and any
other payments on the debt securities on their various due dates.
- Deliver to the trustee a legal opinion of our counsel confirming that under
current federal income tax law we may make the above deposit without causing
you to be taxed on the debt securities any differently than if we did not
make the deposit and just repaid the debt securities ourselves.
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If covenant defeasance ever occurs, the following provisions (among others)
of the indenture and the debt securities would no longer apply:
- Our promises regarding conduct of our business previously described on page
12 under "Restrictive Covenants," and any other covenants applicable to the
series of debt securities and described in the applicable supplement;
- The events of default relating to breach of covenants and acceleration of the
maturity of other debt, described on page 14 under "Events of Default"; and
- In the case of subordinated debt securities, the subordination provisions on
the subordinated debt securities described on page 15 under "Subordination of
the Subordinated Debt Securities."
If covenant defeasance does occur, you can still look to us for repayment
of the debt securities if there were a shortfall in the trust deposit. In fact,
if one of the remaining events of default occurred (such as our bankruptcy) and
the debt securities become immediately due and payable, there may be such a
shortfall. Depending on the event causing the default, you may not be able to
obtain payment of the shortfall. (Sections 1303 and 1304)
DEFAULT AND RELATED MATTERS
RANKING
The debt securities are not secured by any of our property or assets.
Accordingly, your ownership of debt securities means you are one of our
unsecured creditors. The senior debt securities are not subordinated to any of
our other debt obligations, and therefore they rank equally with all our other
unsecured and unsubordinated indebtedness. The subordinated debt securities are
subordinated to some of our existing and future debt and other liabilities. See
"Subordination of the Subordinated Debt Securities" on page 15 for additional
information on how subordination limits your ability to receive payment or
pursue other rights if we default or have certain other financial difficulties.
EVENTS OF DEFAULT
You will have special rights if an event of default occurs and is not
cured, as described later in this subsection. The events of default for the
senior debt securities are different than those for the subordinated debt
securities.
The Senior Indenture. Under the senior indenture, the term "event of
default" means any of the following:
- We do not pay the principal or any premium on a debt security on its due
date;
- We do not pay interest on a debt security within 30 days of its due date;
- We do not deposit a sinking fund payment (if any are provided for) on its due
date;
- We remain in breach of the restrictive covenant described previously under
"The Senior Indenture Limits How We May Dispose of Voting Stock of Our
Principal Subsidiary Bank" or any other term of the senior indenture for 60
days after we receive a notice stating we are in breach. The notice must be
sent by either the trustee or direct holders of at least 25% of the principal
amount of outstanding debt securities of the affected series;
- We or Dime Savings fail to pay an amount of debt (other than the debt
securities) totaling more than $5,000,000, our obligation to repay that debt
is accelerated by our lenders, and this payment obligation remains
accelerated for 60 days after we receive notice of default as described in
the previous paragraph;
- We file for bankruptcy or certain other events in bankruptcy, insolvency or
reorganization occur; and
- Any other event of default described in a supplement to this document occurs.
(Section 501)
The Subordinated Indenture. Under the subordinated indenture, the term
"event of default" means any of the following:
- We file for bankruptcy or certain other events in bankruptcy, insolvency or
reorganization occur; and
- Any other event of default described in a supplement to this document occurs.
(Section 501)
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Under the subordinated indenture, the term "default" means any of the
following:
- We do not pay the principal or any premium on a debt security on its due
date;
- We do not pay interest on a debt security within 30 days of its due date;
- An event of default occurs with respect to any security of that series;
- We remain in breach of any other term of the subordinated indenture for 30
days after we receive a notice stating we are in breach. The notice must be
sent by either the trustee or direct holders of at least 25% of the principal
amount of outstanding debt securities of the affected series;
- Any other default described in a supplement to this document occurs. (Section
503) occurs
Remedies If an Event of Default Occurs. If an event of default has
occurred and has not been cured, the trustee or the direct holders of 25% in
principal amount of the outstanding debt securities of the affected series may
declare the entire principal amount of all the debt securities of that series to
be due and immediately payable. This is called a declaration of acceleration of
maturity. A declaration of acceleration of maturity may be canceled by the
direct holders of at least a majority in principal amount of the debt securities
of the affected series. (Section 502) If an event of default occurs because of
certain events of bankruptcy, insolvency or reorganization, the principal amount
of all the debt securities of that series will be automatically accelerated,
without any action by the trustee or any direct holder.
Except in cases of default, where a trustee has some special duties, a
trustee is not required to take any action under the indenture at the request of
any direct holders unless the direct holders offer the trustee reasonable
protection from expenses and liability (called an indemnity). (Section 603) If
reasonable indemnity is provided, the direct holders of a majority in principal
amount of the outstanding debt securities of the relevant series may direct the
time, method and place of conducting any lawsuit or other formal legal action
seeking any remedy available to the trustee. These majority direct holders may
also direct the trustee in performing any other action under the indenture.
(Section 512)
In general, before you bypass the trustee and bring your own lawsuit or
other formal legal action or take other steps to enforce your rights or protect
your interests relating to the debt securities, the following must occur:
- You must give the trustee written notice that an event of default has
occurred and remains uncured;
- The direct holders of 25% in principal amount of all outstanding debt
securities of the relevant series must make a written request that the
trustee take action because of the default, and must offer reasonable
indemnity to the trustee against the cost and other liabilities of taking
that action;
- The trustee must have not taken action for 60 days after receipt of the above
notice and offer of indemnity; and
- The trustee must not have received from direct holders of a majority in
principal amount of the outstanding debt securities of that series a
direction inconsistent with the written notice during the 60 day period after
receipt of the above notice. (Section 507)
However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt security on or after its due date. (Section 508)
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE
TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.
We will furnish to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indenture and the debt securities, or else specifying any default. (Section
1004)
SUBORDINATION OF THE SUBORDINATED DEBT SECURITIES
The subordinated debt securities are subordinated securities and, as a
result, the payment of principal of, and any premium and interest on, the debt
securities is subordinated in right of payment to the prior payment in full of
all of our senior debt. This means that, in certain circumstances where we may
not be making payments on all of
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our debt obligations as they come due, the holders of all of our senior debt
will be entitled to receive payment in full of all amounts that are due or will
become due on their debt securities before the holders of subordinated debt
securities will be entitled to receive any amounts on the subordinated debt
securities. These circumstances include:
- We make a payment or distribute assets to creditors upon any liquidation,
dissolution, winding up or reorganization of our company, or as part of an
assignment or marshalling of our assets for the benefit of our creditors;
- We file for bankruptcy or certain other events in bankruptcy, insolvency or
similar proceedings occur; or
- The maturity of the subordinated debt securities is accelerated. For example,
the entire principal amount of a series of subordinated debt securities may
be declared to be due and immediately payable or may be automatically
accelerated due to an event of default as described under "Events of Default"
on page 14.
In addition, we are not permitted to make payments of principal of, or any
premium or interest on, the subordinated debt securities if we default in our
obligation to make payments on senior debt and do not first cure such default,
or if an event of default that permits the holders of senior debt to accelerate
the maturity of the senior debt occurs.
These subordination provisions mean that, if we are insolvent, a direct
holder of our senior debt may ultimately receive from our assets more than a
direct holder of the same amount of our subordinated debt securities and a
creditor of ours that is owed a specific amount may ultimately receive more than
a direct holder of the same amount of subordinated debt securities.
Senior debt means the principal of, and any premium and interest on, all of
our indebtedness (including indebtedness of others that we guarantee), whether
such indebtedness exists now or is created, incurred or assumed by us after the
date of this document, that is for money we borrow or is evidenced by a note or
similar instrument that we have given when we acquire any business, property or
assets or that we owe as a lessee under leases that generally accepted
accounting principles require us to capitalize on our balance sheet or leases
made as part of any sale and leaseback transaction we engage in. Senior debt
includes any senior debt securities. Senior debt also includes any amendment,
renewal, replacement, extension, modification and refunding of any indebtedness
that itself was senior debt. Senior debt does not include any indebtedness that
expressly states in the instrument creating or evidencing it that it does not
rank senior in right of payment to the debt securities. Senior debt does not
include the subordinated debt securities.
At September 30, 2000, we owed a total of $350 million principal amount of
senior debt, without counting any accrued interest on that senior debt. The
indenture does not limit the amount of senior debt we are permitted to have, and
we may in the future incur additional senior debt.
REGARDING THE TRUSTEE
The trustee for the senior debt securities and the trustee for the
subordinated debt securities each will be named in the applicable supplement to
this document.
Any trustee of debt securities may resign or be removed, and a new trustee
may be appointed to replace the previous trustee. If two or more persons or
entities are acting as trustees for different series of debt securities, each
trustee is a trustee of a trust under its indenture separate from the trust
administered by any other trustee. Any action to be taken by the trustee may
then be taken by each trustee only with respect to the series of debt securities
for which it is trustee.
In the ordinary course of business, we and our subsidiaries may conduct
transactions with trustees, and trustees and their affiliates may conduct
transactions with us and our subsidiaries.
PLAN OF DISTRIBUTION
We may sell, from time to time, the debt securities through agents or
underwriters, or directly to one or more purchasers.
AGENTS
We may designate agents who agree to use their reasonable efforts to
solicit purchases for the
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period of their appointment to sell debt securities on a continuing basis.
UNDERWRITERS
If we use underwriters for a sale of debt securities, the debt securities
will be acquired by the underwriters for their own account. The underwriters may
resell the debt securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The obligations of the underwriters to purchase debt
securities will be subject to certain conditions. Unless an applicable
supplement to this document has different terms, the underwriters will be
obligated to purchase all the debt securities of the series offered if any of
the debt securities of that series are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to
underwriters may be changed from time to time.
DIRECT SALES
We may also sell debt securities directly to one or more purchasers without
using underwriters or agents.
Underwriters, dealers and agents that participate in the distribution of
the debt securities may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions they receive from us and any profit on
their resale of the debt securities may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters, dealers or agents will
be identified and their compensation described in the applicable supplement to
this document. We may have agreements with the underwriters, dealers and agents
to indemnify them against certain civil liabilities, including liabilities under
the Securities Act. Underwriters, dealers and agents may engage in transactions
with or perform services for us or our subsidiaries in the ordinary course of
their business.
VALIDITY OF THE DEBT SECURITIES
Unless otherwise indicated in an applicable supplement to this document,
the validity of any debt securities offered hereby will be passed upon for us by
our counsel, Sullivan & Cromwell, New York, New York.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the SEC's public reference rooms in its
offices in New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Because
our common stock is listed on the NYSE, you may inspect reports, proxy
statements and other information about us at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information into this
document, which means that we can disclose important information to you by
referring you to other documents filed separately with the SEC. These documents
contain important information about us. We incorporate by reference into this
document the reports and filings listed below and any future filings made with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until we sell all of the debt securities.
- Annual Report on Form 10-K for the year ended December 31, 1999, as amended
by Form 10-K/A filed on March 31, 2000.
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000 and June
30, 2000.
- Current Reports on Form 8-K filed on January 20, 2000, February 29, 2000,
March 8, 2000 (2 reports filed on March 8, 2000), March 10, 2000, March 13,
2000 (2 reports filed on March 13, 2000), March 14, 2000, March 21, 2000,
April 19, 2000, April 28, 2000, May 1, 2000, July 11, 2000 (as amended by
Form 8-K/A filed on October 12, 2000), July 12, 2000, September 15, 2000,
October 17, 2000 and October 23, 2000.
17
<PAGE> 19
You may request a copy of these filings (excluding any exhibits) at no
cost, by writing or telephoning us at the following address:
Dime Bancorp, Inc.
589 Fifth Avenue
New York, New York 10017
Attention: Investor Relations Department
Telephone: (212) 326-6170
You can also obtain copies of these documents from the SEC's website and you can
inspect copies at the locations described above.
You should rely only on the information incorporated by reference or
provided in this document or any supplement to this document. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these debt securities in states where the offer is not
permitted. You should not assume that the information appearing in this document
or any supplement to this document is accurate as of any date other than the
date on the front of those documents.
EXPERTS
The consolidated financial statements of Dime Bancorp, Inc. and
subsidiaries as of December 31, 1999 and 1998, and for each of the years in the
three-year period ended December 31, 1999, included in our 1999 annual report on
Form 10-K/A have been incorporated by reference into this document and in the
registration statement of which it is a part in reliance upon the report of KPMG
LLP, independent certified public accountants, included in our 1999 annual
report on Form 10-K/A, and incorporated by reference into this document, and
upon the authority of such firm as experts in accounting and auditing.
18
<PAGE> 20
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee........................................ $ 92,400
Trustees' fees and expenses................................. *
Printing and engraving fees................................. *
Legal fees and expenses..................................... *
Blue Sky fees and expenses.................................. *
Accounting fees and expenses................................ *
Transfer agent and registrar fees and expenses.............. *
Rating agency fees.......................................... *
Miscellaneous............................................... *
--------
Total..................................................... *
========
</TABLE>
------------------------
* To be supplied by amendment.
ITEM 15. Indemnification of Directors and Officers.
Under the Delaware General Corporation Law ("DGCL"), a corporation is
permitted to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including employee benefit plans), against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. However,
indemnity may not be granted in respect of a claim, issue or matter as to which
a person has been adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which the action
or suit was brought has determined upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
Court of Chancery or such other court deems proper. Expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding if the corporation receives an undertaking by or on behalf of the
director or officer to repay such advances if it is ultimately determined that
the director or officer is not entitled to indemnification for such expenses.
Expenses may be advanced to any former officer or director or to any other
employee or agent of the corporation on such terms and conditions as the
corporation deems appropriate.
If a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described in the preceding paragraph, or in defense of any claim,
issue or matter therein, the corporation is required to indemnify such person
against expenses (including attorney's fees) actually and reasonably incurred by
such person in connection therewith.
The Registrant's Amended and Restated Certificate of Incorporation provides
for indemnification and exculpation of the directors and officers of the
Registrant to the extent permitted under the DGCL as described above.
II-1
<PAGE> 21
The Registrant maintains a full directors' and officers' liability policy
to cover the Registrant and its directors and officers for amounts, subject to
policy limits, that the Registrant may be required to pay by way of
indemnification to its directors or officers under its Amended and Restated
Certificate of Incorporation or by-laws or otherwise and for the protection of
individual directors and officers from losses and liabilities for which they may
not be indemnified by the Registrant.
The forms of Underwriting Agreement to be included as Exhibits 1(a) and
1(b) hereto provide for indemnification of directors, certain officers and
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
ITEM 16. Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<S> <C>
1 Form of Underwriting Agreement.*
3(i) Amended and Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, filed with the Commission on May 15, 1998 (File
No. 001-13094).
3(ii) By-Laws of the Registrant incorporated by reference to
Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997, filed with the
Commission on August 14, 1997 (File No. 001-13094).
4(a) Form of Senior Indenture.*
4(b) Form of Senior Debt Security (filed by reference to Article
Two of Exhibit 4(a)).*
4(c) Form of Subordinated Indenture.*
4(d) Form of Subordinated Debt Security (filed by reference to
Article Two of Exhibit 4(c)).*
5 Opinion of Sullivan & Cromwell regarding the validity of the
debt securities.*
12(a) Statement regarding computation of ratios of earnings to
fixed charges.*
23(a) Consent of Sullivan & Cromwell (filed by reference to
Exhibit 5).*
23(b) Consent of KPMG LLP.
24 Powers of Attorney.
25 Form T-1.*
</TABLE>
------------------------
* To be filed by amendment.
ITEM 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
II-2
<PAGE> 22
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to cause to be filed an
application for the purpose of determining the eligibility of the trustee in
respect of the senior indenture and the subordinated indenture to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust
Indenture Act.
II-3
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on October 27, 2000.
DIME BANCORP, INC.
By: /s/ LAWRENCE J. TOAL
------------------------------------
(Lawrence J. Toal)
(Chief Executive Officer,
President and Chief Operating
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated all as of October 27, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ LAWRENCE J. TOAL Chief Executive Officer, President and
--------------------------------------------------- Chief Operating Officer and a Director
(LAWRENCE J. TOAL) (Principal Executive Officer)
* Chairman of the Board
---------------------------------------------------
(ANTHONY P. TERRACCIANO)
* A Director
---------------------------------------------------
(DERRICK D. CEPHAS)
* A Director
---------------------------------------------------
(FREDERICK C. CHEN)
* A Director
---------------------------------------------------
(J. BARCLAY COLLINS II)
* A Director
---------------------------------------------------
(RICHARD W. DALRYMPLE)
* A Director
---------------------------------------------------
(JAMES F. FULTON)
* A Director
---------------------------------------------------
(FRED B. KOONS)
* A Director
---------------------------------------------------
(VIRGINIA M. KOPP)
* A Director
---------------------------------------------------
(JAMES M. LARGE, JR.)
* A Director
---------------------------------------------------
(JOHN MORNING)
</TABLE>
II-4
<PAGE> 24
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
* A Director
---------------------------------------------------
(HOWARD H. NEWMAN)
* A Director
---------------------------------------------------
(MARGARET OSMER-MCQUADE)
* A Director
---------------------------------------------------
(SALLY HERNANDEZ-PINERO)
* A Director
---------------------------------------------------
(EUGENE G. SCHULZ, JR.)
* A Director
---------------------------------------------------
(HOWARD SMITH)
* A Director
---------------------------------------------------
(DR. NORMAN R. SMITH)
* A Director
---------------------------------------------------
(IRA T. WENDER)
/s/ ANTHONY R. BURRIESCI Chief Financial Officer (Principal Financial
--------------------------------------------------- Officer)
(ANTHONY R. BURRIESCI)
/s/ JOHN F. KENNEDY Controller (Principal Accounting Officer)
---------------------------------------------------
(JOHN F. KENNEDY)
BY: /s/ LAWRENCE J. TOAL
---------------------------------------------------
(LAWRENCE J. TOAL)
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<S> <C>
1 Form of Underwriting Agreement.*
3(i) Amended and Restated Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, filed with the Commission on May 15, 1998 (File
No. 001-13094).
3(ii) By-Laws of the Registrant incorporated by reference to
Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997, filed with the
Commission on August 14, 1997 (File No. 001-13094).
4(a) Form of Senior Indenture.*
4(b) Form of Senior Debt Security (filed by reference to Article
Two of Exhibit 4(a)).*
4(c) Form of Subordinated Indenture.*
4(d) Form of Subordinated Debt Security (filed by reference to
Article Two of Exhibit 4(c)).*
5 Opinion of Sullivan & Cromwell regarding the validity of the
debt securities.*
12(a) Statement regarding computation of ratios of earnings to
fixed charges.*
23(a) Consent of Sullivan & Cromwell (filed by reference to
Exhibit 5).*
23(b) Consent of KPMG LLP.
24 Powers of Attorney.
25 Form T-1.*
</TABLE>
------------------------
* To be filed by amendment.
