Edgar Filing: DIME BANCORP INC

1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

DIME BANCORP, INC.

(NAME OF ISSUER)

COMMON STOCK, PAR VALUE $.01 PER SHARE

(TITLE OF CLASS OF SECURITIES)

00025429 Q1

(CUSIP NUMBER)

CRAIG E. TALL
WASHINGTON MUTUAL, INC.
1201 THIRD AVENUE
SEATTLE, WASHINGTON 98101
(206) 461-2000

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)

JUNE 25, 2001

(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.

The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes)

(Page 1 of 11 Pages)
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SCHEDULE 13D

CUSIP NO. 00025429 Q1 (Page 2 of 11 Pages)

--------------------------------------------------------------------------------
ITEM
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

WASHINGTON MUTUAL, INC.
--------------------------------------------------------------------------------
ITEM
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
--------------------------------------------------------------------------------
ITEM
3 SEC USE ONLY

--------------------------------------------------------------------------------
ITEM
4 SOURCE OF FUNDS*

WC
--------------------------------------------------------------------------------
ITEM
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /

--------------------------------------------------------------------------------
ITEM
6 CITIZENSHIP OR PLACE OF ORGANIZATION

WASHINGTON
--------------------------------------------------------------------------------
ITEM
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY ITEM
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 13,607,664
WITH -----------------------------------------------------------------
ITEM
9 SOLE DISPOSITIVE POWER

0
-----------------------------------------------------------------
ITEM
10 SHARED DISPOSITIVE POWER

0
--------------------------------------------------------------------------------
ITEM
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,607,664
--------------------------------------------------------------------------------
ITEM
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /

--------------------------------------------------------------------------------
ITEM
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.8%
--------------------------------------------------------------------------------
ITEM
14 TYPE OF REPORTING PERSON*

CO
--------------------------------------------------------------------------------

CUSIP NO. 00025429 Q1

ITEM 1. SECURITY AND ISSUER.

This statement on Schedule 13D (the "Schedule 13D") relates to the
common stock, par value $.01 per share (the "Shares"), of Dime Bancorp, Inc., a
Delaware corporation ("Dime" or the "Issuer"). The principal executive offices
of the Issuer are located at 595 Fifth Avenue, New York, New York 10017.

ITEM 2. IDENTITY AND BACKGROUND.

This Schedule 13D is filed by Washington Mutual, Inc., a Washington
corporation ("Washington Mutual" or the "Reporting Person"). The address of the
principal business and principal office of the Reporting Person is 1201 Third
Avenue, Seattle, Washington 98101. The Reporting Person is a national financial
services company that provides a diversified line of products and services to
consumers and small- to mid-sized businesses.

The name; business address; present principal occupation or employment;
name, principal business and address of any corporation or other organization in
which such employment is conducted; and citizenship of each executive officer
and director of the Reporting Person is set forth in Schedule I hereto.

During the last five years, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, any of its executive officers or
directors has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such items.

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.

Pursuant to the terms of the Merger Agreement (as defined and described
in Item 4 below), approximately $1.4 billion of the aggregate merger
consideration will be payable in cash and the remainder will be payable in
shares of Washington Mutual common stock. The source of funds for the cash
consideration will be Washington Mutual's working capital.

ITEM 4. PURPOSE OF TRANSACTION.

On June 25, 2001, Washington Mutual announced that it had entered into
a definitive Agreement and Plan of Merger with Dime, dated as of June 25, 2001
(the "Merger Agreement"), pursuant to which Dime will merge with and into
Washington Mutual (the "Merger"). Washington Mutual will continue as the
surviving corporation.

As a result of the Merger, each Share will be converted into the right
to receive merger consideration as provided for in the Merger Agreement. The
aggregate consideration paid in the transaction will consist of approximately
$1.4 billion in cash and approximately 92.3 million shares of Washington Mutual
common stock, representing approximately 28.5% and 71.5%, respectively, of the
current value of the aggregate merger consideration (not including merger
consideration relating to Dime employee stock options initially valued at $177
million). To the extent that the number of Shares outstanding changes as a
result of, for example, the exercise of options, the aggregate number of shares
of Washington Mutual common stock to be issued will change accordingly but the
aggregate cash consideration to be paid will not change.

(Page 3 of 11 Pages)
4

The transaction initially values the Shares at $40.84 per share, based
on a 1.05 exchange ratio and a price of $38.89 per Washington Mutual common
share, the average five-day price for Washington Mutual common shares prior to
announcement of the Merger. If the average closing stock price of Washington
Mutual common stock for the ten consecutive full trading days ending on the
tenth business day prior to the closing date (the "Measurement Period") were to
equal $38.89 per share, Dime stockholders could choose to receive, for each
Share they own, either Washington Mutual common shares at a 1.05 exchange ratio
or $40.84 per share in cash, subject to proration. If, however, the average
Washington Mutual common stock price during the Measurement Period does not
equal $38.89, the exchange ratio and the per share value of the cash
consideration will each be adjusted so that the per share value of the stock
consideration and the per share value of the cash consideration remain equal.

The value of the merger consideration per Share will equal the sum
of

- an amount equal to (i) the average of the closing stock prices
for Washington Mutual's common stock during the Measurement
Period times (ii) 1.05 times (iii) 0.715341 (which represents
the stock portion of the aggregate merger consideration), plus

- $40.8366 times 0.284659 (which represents the cash portion of
the aggregate merger consideration).

The exchange ratio per Share will be equal to the per share
consideration value determined pursuant to the preceding sentence divided by the
average Washington Mutual common stock price during the Measurement Period. The
outcome of the per share consideration adjustment and the cash/stock election
procedure will not change the aggregate number of Washington Mutual shares
(except as noted above to the extent that there is a change in the number of
Shares outstanding) or the aggregate amount of cash to be paid by Washington
Mutual.

The Merger is intended to constitute a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is to be accounted
for as a purchase. Consummation of the Merger is subject to customary
conditions. A copy of the Merger Agreement is included herein as Exhibit 1 and
is incorporated herein by reference.

In connection with the Merger Agreement, Washington Mutual and Warburg,
Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I,
C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus
Netherlands Equity Partners III, C.V. (collectively, "Warburg") entered into a
Warrant Purchase and Voting Agreement, dated as of June 25, 2001 (the
"Voting/Purchase Agreement"), pursuant to which Warburg agreed, among other
things, (i) to vote all of the Shares owned beneficially or held of record by it
in favor of the approval and adoption of the Merger Agreement, the Merger and
any other action required in furtherance thereof, (ii) to vote against any
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of Dime
contained in the Merger Agreement or of Warburg contained in the Voting/Purchase
Agreement and (iii) to vote against any acquisition proposal or any other
action, agreement or transaction that is intended to, or could reasonably be
expected to, materially impede, interfere or be inconsistent with, delay,
postpone, discourage or materially and adversely affect the Merger or the
Voting/Purchase Agreement. In addition, Warburg has agreed to sell to Washington
Mutual, concurrently with the closing of the Merger, the warrants held by it to
purchase Shares, for the right to receive the same consideration that would have
been available to Warburg in the Merger if it had owned 7,903,073 Shares (in
lieu of the warrants), and not to otherwise sell, transfer, pledge, encumber,
assign or otherwise dispose of any Shares. Either Washington Mutual or Warburg
may terminate the Voting/Purchase Agreement on or after the date of the
termination of the Merger Agreement. A copy of the Voting/Purchase Agreement is
included herein as Exhibit 2 and is incorporated herein by reference.

(Page 4 of 11 Pages)
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Upon consummation of the Merger as contemplated by the Merger
Agreement, the Shares will cease to be authorized for listing on the New York
Stock Exchange and will become eligible for termination of registration under
the Securities Exchange Act of 1934, as amended.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

By virtue of the Voting/Purchase Agreement, Washington Mutual may be
deemed to share with Warburg the power to vote the 13,607,664 Shares subject to
the Voting/Purchase Agreement representing approximately 11.8% of the
115,010,263 Shares outstanding as of June 22, 2001, as represented by Dime in
the Merger Agreement. Washington Mutual expressly disclaims any beneficial
ownership of the Shares subject to the Voting/Purchase Agreement.

Other than as set forth in this Schedule 13D and other than Shares in
trust accounts, managed accounts and the like or Shares held in satisfaction of
a debt previously contracted, as of the date hereof (i) neither Washington
Mutual nor, to the knowledge of Washington Mutual, any subsidiary or affiliate
of Washington Mutual or any of Washington Mutual's executive officers or
directors beneficially own any Shares and (ii) there have been no transactions
in the Shares effected during the past 60 days by Washington Mutual nor, to the
knowledge of Washington Mutual, by any subsidiary or affiliate of Washington
Mutual or any of Washington Mutual's executive officers or directors.

Except as set forth in this Schedule 13D, neither the Reporting Person
nor, to the knowledge of the Reporting Person, any of the persons listed in
Schedule I has the right to receive or the power to direct the receipt of
dividends from, or the proceeds of sale of, securities covered by this Schedule
13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

The information set forth in Item 4 of this Schedule 13D is hereby
incorporated herein by reference.

Except as set forth in this Schedule 13D, neither the Reporting Person
nor, to the knowledge of the Reporting Person, any of the persons listed on
Schedule I is a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT DESCRIPTION

1* Agreement and Plan of Merger, dated as of June 25, 2001, between
Washington Mutual, Inc. and Dime Bancorp, Inc.

(Page 5 of 11 Pages)
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2* Warrant Purchase and Voting Agreement, dated as of June 25,
2001 among Washington Mutual, Inc., Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Netherlands Equity Partners I,
C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and
Warburg, Pincus Netherlands Equity Partners III, C.V.

---------------
* Incorporated herein by reference to Exhibit 2.1 and Exhibit
99.1 to the Report on Form 8-K of Washington Mutual, Inc.,
filed July 5, 2001.

(Page 6 of 11 Pages)
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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.

DATED: July 5, 2001

WASHINGTON MUTUAL, INC.

By: /s/ Fay L. Chapman
----------------------------------
Name: Fay L. Chapman
Title: Senior Executive Vice President
and General Counsel

(Page 7 of 11 Pages)
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EXHIBIT INDEX

EXHIBIT DESCRIPTION

1* Agreement and Plan of Merger, dated as of June 25, 2001, between
Washington Mutual, Inc. and Dime Bancorp, Inc.

2* Warrant Purchase and Voting Agreement, dated as of June 25, 2001,
among Washington Mutual, Inc., Warburg, Pincus Equity Partners, L.P.,
Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus
Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands
Equity Partners III, C.V.

----------------
* Incorporated herein by reference to Exhibit 2.1 and Exhibit 99.1 to the
Report on Form 8-K of Washington Mutual, Inc, filed July 5, 2001.

(Page 8 of 11 Pages)
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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS
OF WASHINGTON MUTUAL, INC.

The following table sets forth the name, residence or business address
and present principal occupation or employment of each director and executive
officer of the Reporting Person. Each such person is a U.S. citizen, and, unless
otherwise indicated, the business address of each such person is 1201 Third
Avenue, Seattle, Washington 98101.

NAME AND PRESENT PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS OFFICE EMPLOYMENT

Kerry K. Killinger Director, Chairman, President and Principal Executive Officer,
Executive Officer, Chief Executive Washington Mutual, Inc.
Officer

Douglas P. Beighle Director Retired
1000 Second Avenue, Suite 3700
Seattle, WA 98104

David Bonderman Director Managing Director, Texas Pacific Group
301 Commerce Street, Suite 330D
Fort Worth, TX 76102

J. Taylor Crandall Director Chief Operating Officer and Vice
2775 Sand Hill Road, Suite 220 President, Keystone, Inc.
Menlo Park, CA 94025

Anne V. Farrell Director President and Chief Executive
425 Pike Street, Suite 510 Officer of the Seattle Foundation
Seattle, WA 98101

(Page 9 of 11 Pages)

NAME AND PRESENT PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS OFFICE EMPLOYMENT

Stephen E. Frank Director President and Chief Executive
2244 Walnut Grove Avenue, Suite 428 Officer, Southern California Edison
Rosemead, CA 91770

William P. Gerberding Director Retired
2021 First Avenue, #G-20
Seattle, WA 98121

Enrique Hernandez, Jr. Director President and Chief Executive
210 South DeLacey Avenue Officer, Inter-Con Security Systems
Pasadena, CA 91105

Phillip D. Matthews Director Chairman and Lead Director,
70 South Lake Avenue Wolverine World Wide, Inc.
Pasadena, CA 91101

Michael K. Murphy Director President and Chief Executive
P.O. Box 3366 Officer, CPM Development Corporation
Spokane, WA 99220

Mary E. Pugh Director President, Pugh Capital Management,
1414 31st Avenue South, #302 Inc.
Seattle, WA 98144

William G. Reed, Jr. Director Retired
1402 Third Avenue, #1318
Seattle, WA 98101

Elizabeth A. Sanders Director Principal Executive, The Sanders
P. O. Box 14 Partnership
Sutter Creek, CA 95685-0014

William D. Schulte Director Retired
9601 Wilshire Boulevard
Beverly Hills, CA 90210

James H. Stever Director Retired
7838 SE 22nd Place
Mercer Island, WA 98040

Willis B. Wood, Jr. Director Chairman and Chief Executive
555 W. Fifth Street, Suite 2900 Officer, Pacific Enterprises
Los Angeles, CA 90013-1011

Craig J. Chapman Executive Vice President, Executive Officer,
Specialty Finance Washington Mutual, Inc.

Fay L. Chapman Senior Executive Vice President Executive Officer, Washington
and General Counsel Mutual, Inc.

Daryl D. David Executive Vice President, Executive Officer,
Corporate Human Resources Washington Mutual, Inc.

Craig S. Davis President, Home Loans and Services Executive Officer, Washington
Group Mutual, Inc.

(Page 10 of 11 Pages)

NAME AND PRESENT PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS OFFICE EMPLOYMENT

William W. Ehrlich Executive Vice President, Corporate Executive Officer, Washington
Relations Mutual, Inc.

Steven P. Freimuth Senior Executive Vice President, Executive Officer, Washington
Corporate Services Mutual, Inc.

Jeremy V. Gross Executive Vice President, Executive Officer,
Chief Information Officer Washington Mutual, Inc.

Robert H. Miles Senior Vice President and Controller Executive Officer, Washington
Mutual, Inc.

William A. Longbrake Vice Chair and Chief Financial Executive Officer, Washington
Officer Mutual, Inc.

Deanna W. Oppenheimer President, Banking and Financial Executive Officer, Washington
Services Group Mutual, Inc.

Craig E. Tall Vice Chair, Corporate Development Executive Officer, Washington
and Specialty Finance Group Mutual, Inc.

James G. Vanasek Executive Vice President, Executive Officer,
Chief Credit Risk Officer Washington Mutual, Inc.

(Page 11 of 11 Pages)