Exhibit 2
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT
AMENDMENT, dated as of June 22, 1997 (the "Amendment"), to the
Shareholder Rights Agreement, dated as of October 19, 1992 (as amended, the
"Rights Agreement"), between North American Mortgage Company, a Delaware
corporation (the "Company"), and The Bank of New York, a New York banking
corporation, as Rights Agent (the "Rights Agent").
WITNESSETH
WHEREAS, on October 19, 1992, the Board of Directors of the
Company authorized and declared a dividend distribution of one Right for each
share of Common Stock outstanding at the close of business on the Record Date,
each Right representing the right to purchase one one-hundredth of a share of
Preferred Stock upon the terms and conditions set forth in the Rights Agreement;
and
WHEREAS, the Rights remain issued and outstanding and the
Rights Agreement remains in effect with respect thereto; and
WHEREAS, no Distribution Date has occurred; and
WHEREAS, the Company and Dime Bancorp, Inc., a Delaware
corporation ("Dime"), and The Dime Savings Bank of New York, FSB, a federal
savings bank (the "Bank"), have entered into an Agreement and Plan of
Combination (the "Combination Agreement"), pursuant to which the Bank would
acquire the assets and assume the liabilities of the Company (or assign the
right to acquire such assets and assume such liabilities to a corporation wholly
owned and controlled by the Bank); and
WHEREAS, in connection with the anticipated approval,
execution, and delivery of the Combination Agreement, the Board of Directors of
the Company has approved this Amendment and has directed the appropriate
officers of the Company to take all appropriate steps to execute and deliver
this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, the parties hereby agree as follows:
(1) Amendment to Section 1(a)
The first paragraph of Section 1(a) of the Rights Agreement is
hereby amended to read in its entirety as follows:
"(a) 'Acquiring Person' shall mean any person who or
which, together with all Affiliates (as hereinafter
defined) and Associates (as hereinafter defined) of such
Person, shall be the Beneficial Owner (as hereinafter defined)
of 15% or more of the shares of Common Stock, but shall not
include (i) the Company, (ii) any Subsidiary (as such term is
hereinafter defined) of the Company, (iii) any employee
benefit plan or compensation arrangement of the Company or any
Subsidiary of the Company, (iv) any Person holding shares of
Common Stock organized, appointed or established by the
Company or any Subsidiary of the Company for or pursuant to
the terms of any such employee benefit plan or compensation
arrangement; or (v) until the termination of the Combination
Agreement in accordance with its terms, Dime, or any Affiliate
or Associate of Dime, as a result of their acquisition of
Beneficial Ownership of shares of Common Stock by reason of
the approval, execution, or delivery of the Combination
Agreement, or by reason of the consummation of any transaction
contemplated by the Combination Agreement, so long as Dime, or
any Affiliate or Associate of Dime, is not the Beneficial
Owner of any shares of Common Stock other than (w) shares of
Common Stock of which Dime, or any Affiliate or Associate of
Dime, is or becomes the Beneficial Owner by reason of the
approval, execution, or delivery of the Combination Agreement,
or by reason of the consummation of any transaction
contemplated by the Combination Agreement, (x) shares of
Common Stock Beneficially Owned by Dime, or any Affiliate or
Associate of Dime, on the date hereof, (y) shares of Common
Stock of which Dime, or any Affiliate or Associate of Dime,
inadvertently becomes the Beneficial Owner after the date
hereof, provided that the number of such shares of Common
Stock does not exceed 1/2 of 1% of the shares of Common Stock
outstanding on the date hereof and that Dime, or any Affiliate
or Associate of Dime, as the case may be, divests such shares
of Common Stock as soon as practicable after it becomes aware
of such acquisition of Beneficial Ownership, and (z) shares of
Common Stock Beneficially Owned or otherwise held by Dime, or
any Affiliate or Associate of Dime, in fiduciary capacity or
in satisfaction of debts previously contracted in good faith
(the Persons described in clauses (i) through (v) above are
referred to herein as "Exempt Persons")."
(2) Amendment to Section 1(b)
Section 1(b) of the Rights Agreement is hereby amended to read
in its entirety as follows:
"(b) 'Adverse Person' shall mean any Person declared
to be an Adverse Person by the Board of Directors upon a
determination of the Board of Directors that the criteria set
forth in Section 11(a)(ii)(B) apply to such Person, provided,
however, that the Board of Directors shall not declare Dime,
or any Affiliate or Associate of Dime, to be an Adverse Person
(i) as a result of the Combination Agreement, their
acquisition of Beneficial Ownership of shares of Common Stock
by reason of the Combination Agreement, or by reason of the
consummation of any transaction contemplated by the
Combination Agreement or (ii) unless the Combination Agreement
has been terminated in accordance with its terms."
(3) Addition of Section 1(z).
A new Section 1(z) of the Rights Agreement is inserted, to
read in its entirety as follows:
"(z) 'Dime' shall mean Dime Bancorp, Inc., a
Delaware corporation, and its successors."
(4) Addition of Section 1(aa).
A new Section 1(aa) of the Rights Agreement is inserted, to
read in its entirety as follows:
"(aa) 'Combination Agreement' shall mean the
Agreement and Plan Combination, dated as of June 22, 1997, by
and among the Company, Dime, and The Dime Savings Bank of New
York, FSB, a federal savings bank, as the same may be amended
from time to time."
(5) Amendment of Section 7(a). The first sentence of
Section 7(a) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"(a) Subject to Section 7(e) hereof, the registered
holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election
to purchase and the certificate on the reverse side thereof
duly executed, along with a signature guarantee and such other
and further documentation as the Rights Agent may reasonably
request, to the Rights Agent at the office or offices of the
Rights Agent designated for such purpose, together with
payment of the aggregate Exercise Price for the total number
of one one-hundredth of a share of Preferred Stock (or other
securities, cash or other assets, as the case may be) as to
which such surrendered Rights are then exercised, at or prior
to the earlier of (i) the close of business on December 31,
2002 (the 'Final Expiration date'), (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof, (iii)
the time at which such Rights are exchanged as provided in
Section 24
hereof or (iv) the effective time of the business combination
provided for in the Combination Agreement (the earlier of (i),
(ii), (iii) or (iv) being herein referred to as the
'Expiration Date')."
(6) Effectiveness. This Amendment shall be deemed to be in
force and effective immediately prior to the execution and delivery of the
Combination Agreement. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
(7) Defined Terms. Unless otherwise defined herein, all
capitalized terms used but not otherwise defined herein shall have
the meanings assigned them in the Rights Agreement.
(8) Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of New York and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
(9) Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall for all purposes be deemed an original and
all of which shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
NORTH AMERICAN MORTGAGE COMPANY
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
THE BANK OF NEW YORK, as Rights Agent
By:/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Assistant Vice President
