WASHINGTON MUTUAL, INC.
Filed by Washington Mutual, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Dime Bancorp, Inc.
Commission File No. 001-13094
Date: June 25, 2001
Except for historical information, all other information in this filing
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, statements about (i) the benefits of the merger
between Washington Mutual and Dime, including future financial and operating
results, cost savings, enhancements to revenue and accretion to reported
earnings that may be realized from the merger; (ii) Washington Mutual's plans,
objectives, expectations and intentions and other statements contained in this
presentation that are not historical facts; and (iii) other statements
identified by words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" or words of similar meaning. These
forward-looking statements are based upon the current beliefs and expectations
of Washington Mutual's and Dime's management and are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond our control. In addition, these forward-looking
statements are subject to assumptions with respect to future business strategies
and decisions that are subject to change. Actual results may differ materially
from the anticipated results discussed in these forward-looking statements.
The following factors, among others, could cause actual results to
differ materially from the anticipated results or other expectations expressed
in the forward-looking statements: (1) the businesses of Washington Mutual and
Dime may not be combined successfully, or such combination may take longer, be
more difficult, time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities and cost savings from the merger may not be fully
realized or may take longer to realize than expected; (3) operating costs,
customer losses and business disruption following the merger, including adverse
effects on relationships with employees, may be greater than expected; (4)
governmental approvals of the merger may not be obtained, or adverse regulatory
conditions may be imposed in connection with governmental approvals of the
merger; (5) the stockholders of Dime may fail to approve the merger; (6) adverse
governmental or regulatory policies may be enacted; (7) the interest rate
environment may further compress margins and adversely affect net interest
income; (8) the risk of continued diversification of assets and adverse changes
to credit quality; (9) competition from other financial services companies in
Washington Mutual's and Dime's markets; (10) the concentration of Washington
Mutual's operations in California may adversely affect results if the California
economy or real estate market declines; and (11) the risk of an economic
slowdown that would adversely affect credit quality and loan originations.
Additional factors that could cause actual results to differ materially from
those expressed in the forward-looking statements are discussed in Washington
Mutual's and Dime's reports (such as Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities
and Exchange Commission and available at the SEC's Internet site
(http://www.sec.gov).
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Washington Mutual cautions that the foregoing list of factors is not
exclusive. All subsequent written and oral forward-looking statements concerning
the proposed transaction or other matters attributable to Washington Mutual or
any person acting on its behalf are expressly qualified in their entirety by the
cautionary statements above. Washington Mutual does not undertake any obligation
to update any forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
The proposed transaction will be submitted to Dime's stockholders for
their consideration. Washington Mutual and Dime will file a registration
statement, a joint proxy statement/prospectus and other relevant documents
concerning the proposed transaction with the SEC. Stockholders are urged to read
the registration statement and the joint proxy statement/prospectus when it
becomes available and any other relevant documents filed with the SEC, as well
as any amendments or supplements to those documents, because they will contain
important information. You will be able to obtain a free copy of the joint proxy
statement/prospectus, as well as other filings containing information about
Washington Mutual and Dime, at the SEC's Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the joint proxy statement/prospectus can be
obtained, without charge, by directing a request to Washington Mutual, Investor
Relations, 1201 Third Avenue WMT2140, Seattle, Washington 98101 (206-461-3187)
or to Dime, Investor Relations, 589 Fifth Avenue, New York, New York 10017
(212-326-6170).
Dime and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Dime in
connection with the merger. Information about the directors and executive
officers of Dime and their ownership of Dime common stock is set forth in the
proxy statement, dated March 10, 2001, for Dime's 2001 annual meeting of
stockholders, as filed with the SEC on a Schedule 14A. Additional information
regarding the interests of these participants may be obtained by reading the
joint proxy statement/prospectus regarding the proposed transaction when it
becomes available.
* * *
THE FOLLOWING IS A JOINT PRESS RELEASE ISSUED BY WASHINGTON MUTUAL AND DIME ON
JUNE 25, 2001.
FOR IMMEDIATE RELEASE
WASHINGTON MUTUAL TO EXTEND NATIONAL BANKING FRANCHISE
WITH $5.2 BILLION MERGER WITH DIME BANCORP
TRANSACTION PROVIDES GROWTH PLATFORM IN NATION'S TOP BANKING MARKET
SOLIDIFIES NATIONAL LEADERSHIP POSITION IN MORTGAGE ORIGINATION AND SERVICING
SEATTLE AND NEW YORK - JUNE 25, 2001 - In a major extension of its national
banking franchise, Washington Mutual, Inc. (NYSE: WM) today announced a
definitive agreement to merge with Dime Bancorp, Inc. (NYSE: DME) in a
transaction currently valued at $5.2 billion in stock and cash. The transaction,
approved by the directors of both companies, creates a broad-based platform for
Washington Mutual's banking operations as it enters the greater New York
metropolitan area, the nation's largest urban banking market.
"The opportunity to deliver Washington Mutual's unique, customer-focused banking
model to the largest concentration of middle-market consumers in the nation is
tremendously exciting," said Kerry Killinger, Chairman, President and Chief
Executive Officer of Washington Mutual. "We look forward to serving this broad
market with great service, a good deal, and a friendly environment through the
outstanding platform provided by Dime.
"Our two franchises are highly compatible, each distinguished by excellent
financial performance and a shared commitment to the customer and community,"
continued Killinger. "This transaction extends our reach as one of the nation's
top banks serving the middle-market consumer, while the addition of North
American Mortgage Company
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further solidifies our position as the nation's leading mortgage franchise. The
merger also helps diversify our sources of revenue and re-mix our balance sheet
over time. Simply put, the combination of Washington Mutual and Dime is an
excellent fit. It is tailor-made to deliver solid results to our customers, our
communities, and our shareholders."
"Dime stockholders win as they receive both attractive value today, and the
opportunity to own currency in a company that has generated solid growth and
outstanding returns for shareholders over the past 10 years," said Tony
Terracciano, Chairman of Dime. "Combining Washington Mutual's considerable
growth potential with its potential for multiple expansion creates a currency
that is very attractive for Dime stockholders."
"We are delighted to join forces with Washington Mutual, a company that shares
Dime's commitment to serving customers and building both strong local
communities and shareholder value," said Larry Toal, Chief Executive Officer of
Dime. "Our customers benefit because of Washington Mutual's broader product line
coupled with its focus on the consumer and small-to-medium sized businesses.
Employees of the combined company benefit because they become part of a large
and growing organization with a track record as an excellent employer. This
transaction is the right way to ensure that the deeply rooted values and culture
of Dime are sustained, renewed, and extended."
TERMS OF THE TRANSACTION
Based on the average five-day price of $38.89 for Washington Mutual's common
stock prior to today's announcement, the transaction represents total
consideration of $5.2 billion or $40.84 per Dime share, an exchange ratio of
1.05 Washington Mutual shares for each Dime share. Total consideration is fixed
at $1.4 billion in cash and 92.3 million Washington Mutual shares. The total
value at closing may rise or fall based on the average per share price of
Washington Mutual stock for a ten day period prior to closing. Each shareholder
may choose cash or stock, subject to pro-ration if either cash or stock is
oversubscribed.
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The transaction will be accounted for as a purchase. In addition, common stock
received by Dime stockholders is expected to qualify as a tax-free exchange.
Assuming no revenue enhancements, the transaction is expected to be earnings
neutral to Washington Mutual in the first year after closing and $0.01 per share
accretive in year two under the expected new GAAP accounting standards for
business combinations. In addition, the transaction is expected to be accretive
to Washington Mutual by $0.05 cents on a cash earnings per share basis in 2002
and by $0.06 cents in 2003.
Dime's Litigation Tracking Warrants (TM) will become exercisable for Washington
Mutual shares upon settlement or final judgment of the claim and will remain in
accordance with their terms.
Pre-tax restructuring charges are anticipated to be $308 million. This
includes a $77 million charge related to the termination of the Hudson United
Bancorp merger, payable at the time of closing.
The transaction, which is expected to close early in the first quarter of 2002,
requires the approval of Dime stockholders and banking and other regulators.
Washington Mutual has executed a purchase and voting agreement with Warburg,
Pincus Equity Partners, L.P. and affiliates, in which they have agreed to vote
their shares in favor of this transaction.
"We are very pleased by this agreement between Washington Mutual and Dime," said
Kewsong Lee, Managing Director of Warburg Pincus, a leading global private
equity firm and the Dime's largest shareholder. "This transaction validates our
view that the Dime and its management have created a franchise of considerable
value. The Dime exemplifies Warburg Pincus' investment philosophy: partnering
with strong management teams to build companies and drive shareholder value.
Moving forward, Dime shareholders now have the opportunity to participate in the
growth of Washington Mutual, a company with the capacity to realize the full
potential of the Dime platform - and a financial institution that has delivered
consistent, high-double-digit growth in
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earnings per share."
COMPATIBLE BUSINESS COMBINATION: A QUALITY FRANCHISE POISED FOR FURTHER GROWTH
The Dime, which has served the greater New York metropolitan area since its
founding in 1859, has more than $14 billion in deposits in the New York
metropolitan area and serves approximately 1.0 million households through 123
current branches and 250 ATMs. Washington Mutual's banking unit currently serves
5.4 million households in nine states.
The Dime, through North American Mortgage Company, its wholly-owned mortgage
banking subsidiary, is a significant mortgage originator and servicer. On a
pro-forma basis, including the effects of its recently completed acquisitions,
Washington Mutual is the nation's largest mortgage originator and servicer. With
Dime, the company would extend its lead, with $42.3 billion in pro forma
originations for the first quarter of 2001 and $512 billion in loans serviced at
March 31, 2001. The transaction also further diversifies the geographic reach of
Washington Mutual's mortgage business, adding scale in a scale-driven business.
In recent years, Dime has moved successfully to diversify its asset base. At
March 31, 2001, its consumer, multi-family, commercial real estate, and
commercial and industrial lending lines of business represented more than 45
percent of the company's $18.3 billion in outstanding loans and mortgage backed
securities. Dime's ratio of nonperforming assets to total assets at March 31,
2001 was an exceptionally low 0.26 percent.
"Clearly, Dime's stable and attractive deposit base and its diversified asset
mix will help Washington Mutual advance several of our key initiatives to
enhance shareholder value: reducing interest rate risk by re-mixing the balance
sheet over time, while sustaining excellent credit quality," said Killinger.
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NEW PLATFORM TO SERVE THE MIDDLE-MARKET CONSUMER
"With this move, Washington Mutual - already the second largest home lender in
New York - acquires a broad retail footprint to complement our existing mortgage
business," said Killinger. "We have worked hard in the recent past to establish
a visible brand position in the greater New York metropolitan area. We're
confident residents will be highly receptive to our broad product offerings and
our commitment to continue the high quality personal customer service that Dime
has delivered so well."
While Washington Mutual has assumed no revenue synergies in its financial
modeling for this transaction, the company believes that the acquisition of Dime
presents opportunities to drive new revenue growth. In addition to introducing
its highly successful Free Checking(TM) program, Washington Mutual said that it
plans to introduce Occasio(TM), its innovative, new financial store model to the
greater New York metropolitan market to augment the Dime's platform. Occasio
stores represent a dramatic redesign of the retail banking experience and are
currently being rolled out in selected metropolitan markets throughout the
United States. Occasio branches have generated deposit and checking account
growth at nearly twice the pace of the traditional retail bank branch. They also
can be opened more quickly than traditional retail branches.
"We have said consistently that we intend to use Occasio as a vehicle to enter
new markets as well as to enhance our existing retail banking footprint," said
Killinger. "The greater New York metropolitan market provides an opportunity to
deploy this tool to its full capacity."
CAREFULLY PHASED INTEGRATION, COST SAVINGS PLANNED
Washington Mutual said that Dime's customers can expect seamless, uninterrupted
service from the branch staff they know today, and that it currently plans to
keep operating all of Dime's retail banking branches. Cost savings as a result
of the
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transaction are estimated to total approximately $150 million on a fully
phased-in basis, or 25 percent of Dime's estimated operating expenses. The
majority of the cost savings are expected to come from the elimination of
duplicative corporate and administrative expenses.
The companies said that, while they expect duplicative positions to be
eliminated as a result of the combination, normal attrition at The Dime coupled
with Washington Mutual's anticipated company-wide growth and its customary
practice of filling vacancies from within, means that fewer employees will be
affected.
"Our companies have similar cultures, a shared vision for the future of consumer
banking, and a proven program for successful integration," said Killinger.
"Washington Mutual's seasoned management team has successfully completed 28
acquisitions over the past 15 years, several of them substantially exceeding the
size of Dime. Washington Mutual said that the integration of its acquisitions of
Bank United, and the mortgage operations of PNC and Fleet, are expected to be
nearly completed before the anticipated closing and integration with Dime.
"We are especially pleased to welcome the many talented Dime employees to the
already strong team at Washington Mutual," said Killinger. "Under the
outstanding leadership of Larry Toal, they have built an outstanding franchise
and we look forward to working with them to create the leading consumer banking
franchise in the greater New York metropolitan area." Mr. Toal will remain with
Dime Bancorp through the consummation of the transaction in order to ensure a
smooth and seamless transition of operations. In addition, one Dime board member
will join Washington Mutual's board of directors.
"The people of Dime have helped transform our company in recent years as we've
worked to meet our customers' needs," said Toal. "I am proud of them and their
exceptional efforts."
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OUTSTANDING TRACK RECORD OF COMMUNITY COMMITMENT
Washington Mutual, which has an "Outstanding" Community Reinvestment Act rating,
said that it plans to bring its commitment to affordable housing, community
development, education, and other important community needs to the areas the
Dime now serves. In 2000, Washington Mutual originated more than $14 billion in
single-family, shelter-based loans to low and moderate income and minority
borrowers and communities - and more than $2 billion of affordable multi-family
lending. In addition, Washington Mutual's year 2000 charitable giving budget
alone totaled more than $41 million. Washington Mutual's charitable giving is
tied to a formula of 2 percent of pretax earnings.
"We're a good corporate citizen and, maybe more importantly, we listen to our
community partners," said Killinger. "We plan to continue to build upon Dime's
long-standing commitment to the community and sustain a strong local presence
that is sensitive to community needs."
Lehman Brothers and Goldman, Sachs & Co. acted as financial advisors to
Washington Mutual. Credit Suisse First Boston and Merrill Lynch & Co. acted as
financial advisors to Dime. Washington Mutual was advised by the law firms of
Simpson Thacher & Bartlett and Heller Ehrman White and McAuliffe. Dime was
advised by the law firm of Sullivan & Cromwell.
ABOUT DIME BANCORP, INC.
Dime Bancorp is the parent company of The Dime Savings Bank of New York, FSB, a
regional bank serving consumers and businesses through 123 branches located
throughout the greater New York City metropolitan area. Directly and through its
mortgage banking subsidiary, North American Mortgage Company, Dime also provides
consumer loans, insurance products and mortgage banking services throughout the
United States.
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ABOUT WASHINGTON MUTUAL, INC.
With a history dating back to 1889, Washington Mutual, Inc. is a national
financial services company that provides a diversified line of products and
services to consumers and small- to mid-sized businesses. At March 31, 2001,
Washington Mutual and its subsidiaries had consolidated assets of $219.9
billion. Washington Mutual currently operates more than 2,300 consumer banking,
mortgage lending, commercial banking, consumer finance and financial services
offices throughout the nation.
FORWARD-LOOKING STATEMENTS: This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited to,
statements about (i) statements about the benefits of the merger between
Washington Mutual and Dime, including future financial and operating results,
cost savings, enhancements to revenue and accretion to reported earnings that
may be realized from the merger; (ii) Washington Mutual's and Dime's plans,
objectives, expectations and intentions and other statements contained in this
presentation that are not historical facts; and (iii) other statements
identified by words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" or words of similar meaning.
These forward-looking statements are based upon the current beliefs and
expectations of Washington Mutual's and Dime's management and are inherently
subject to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control. In addition, these
forward-looking statements are subject to assumptions with respect to future
business strategies and decisions that are subject to change. Actual results
may differ materially from the anticipated results discussed in these
forward-looking statements.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Washington Mutual and Dime
may not be combined successfully, or such combination may take longer to
accomplish than expected; (2) the growth opportunities and cost savings from
the merger may not be fully realized or may take longer to realize than
expected; (3) operating costs, customer losses and business disruption
following the merger, including adverse effects on relationships with
employees, may be greater than expected; (4) governmental approvals of the
merger may not be obtained, or adverse regulatory conditions may be imposed in
connection with governmental approvals of the merger; (5) the stockholders of
Dime may fail to approve the merger; (6) adverse governmental or regulatory
policies may be enacted; (7) the interest rate environment may further compress
margins and adversely affect net interest income; (8) the risk of continued
diversification of assets and adverse changes to credit quality; (9)
competition from other financial services companies in Washington Mutual's and
Dime's markets; (10) the concentration of Washington Mutual's operations in
California adversely affecting results if the California economy or real estate
market declines; and (11) the risk of an economic slowdown that would adversely
affect credit
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quality and loan originations. Additional factors that could cause actual
results to differ materially from those expressed in the forward-looking
statements are discussed in Washington Mutual's and Dime's reports (such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K) filed with the Securities and Exchange Commission and available at
the SEC's Internet site (http://www.sec.gov). All written and oral
forward-looking statements contained in this document concerning the proposed
transaction or other matters attributable to Washington Mutual or Dime or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Washington Mutual and Dime do not undertake any
obligation to update any forward-looking statement to reflect circumstances or
events that occur after the date the forward-looking statements are made.
ADDITIONAL INFORMATION: The proposed transaction will be submitted to Dime's
stockholders for their consideration. Washington Mutual and Dime will file a
registration statement, a joint proxy statement/prospectus and other relevant
documents concerning the proposed transaction with the SEC. Stockholders of Dime
are urged to read the registration statement and the joint proxy
statement/prospectus when it becomes available and any other relevant documents
filed with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information. You will be able to obtain a
free copy of the joint proxy statement/prospectus, as well as other filings
containing information about Washington Mutual and Dime, at the SEC's Internet
site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and
the SEC filings that will be incorporated by reference in the joint proxy
statement/prospectus can be obtained, without charge, by directing a request to
Washington Mutual, Investor Relations, 1201 Third Avenue, WMT2140, Seattle,
Washington 98101 (206-461-3187) or to Dime, Investor Relations, 589 Fifth
Avenue, New York, New York 10017 (212-326-6170).
Dime and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Dime in connection with
the merger. Information about the directors and executive officers of Dime and
their ownership of Dime common stock is set forth in the proxy statement, dated
March 10, 2001, for Dime's 2001 annual meeting of stockholders, as filed with
the SEC on a Schedule 14A.
NOTE TO EDITORS: A CONFERENCE CALL DISCUSSING THE TRANSACTION WILL BE HELD ON
MONDAY, JUNE 25 AT 10:30 A.M. EDT. THE TOLL-FREE DIAL-IN NUMBER IS 888-849-9216
AND THE NUMBER FOR PARTICIPANTS LOCATED OUTSIDE THE U.S. IS 212-676-5193. THE
U.S. REPLAY NUMBER IS 800-633-8284 (858-812-6440 FOR INTERNATIONAL PARTICIPANTS)
AND FOR ALL PARTICIPANTS WISHING TO LISTEN TO THE REPLAY THE ACCESS CODE IS
19233919. THE CALL WILL BE AVAILABLE FROM 1:30 P.M. EDT ON JUNE 25, 2001 TO 1:30
P.M. EDT ON JULY 25, 2001.
A LIVE AUDIO WEBCAST OF THE CALL IS AVAILABLE ONLINE AT WWW. WAMU.COM. THE AUDIO
WEBCAST WILL ALSO BE ARCHIVED ON THE COMPANY'S WEB SITE AT: AUDIO ARCHIVES UNDER
INVESTOR RELATIONS - EVENTS.
TODAY'S NEWS RELEASE AND ADDITIONAL TRANSACTION DETAILS ARE AVAILABLE ON
WASHINGTON MUTUAL'S WEB SITE, WWW.WAMU.COM
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WASHINGTON MUTUAL, INC. MEDIA CONTACTS:
Libby Hutchinson Ian Campbell or Steve Bruce
Washington Mutual Abernathy MacGregor Group
206.461.2484 213.630.6550/212.371.5999
WASHINGTON MUTUAL, INC. INVESTOR RELATIONS CONTACTS:
JoAnn DeGrande/Ruthanne King/Michael Ihnken
Washington Mutual
206.461.3186/206.461.6421/206.461.4263
DIME BANCORP, INC. MEDIA CONTACTS:
Tom Ducca Mike Pascale or
Dime Bancorp Rhonda Barnat
212.326.6962 Abernathy MacGregor Group
212.371.5999
DIME BANCORP INVESTOR RELATIONS:
Bill Burns
Dime Bancorp
212.326.6127
WARBURG PINCUS CONTACT:
Julie Johnson
212.878.9325
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WASHINGTON MUTUAL/DIME BANCORP
AT-A-GLANCE
(ALL DOLLAR FIGURES IN MILLIONS, EXCEPT PER SHARE PRICES)
As of March 31, 2001
---------------------------------------------
Washington Mutual Dime Bancorp
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Total Assets $219,925 $27,050
Total Deposits $93,335 $14,594
Total Gross Loans $146,310 $21,066
Nonperforming Assets $1,455 $71
Nonperforming Assets/Total Assets 0.66% 0.26%
Equity/Total Assets 5.61% 6.35%
Book Value Per Share $21.54 $14.59
Common Shares Outstanding(1) 877.1 114.6
Closing Stock Price per Share $38.90 $36.88
(June 22, 2001)
Market Capitalization $34,120 $4,226
(June 22, 2001)
Retail Branches 1,225 123
Residential Loan Offices 397(2) 233
Total ATMs 1,772 250
Consumer Banking Households Served 5.4 million 1.0 million
Full-Time Equivalent Employees 33,525 7,307
(1) Includes 18 million shares held in escrow as of 3/31/01.
(2) Includes retained offices of the mortgage operation of Fleet.
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THE FOLLOWING ARE MATERIALS USED IN A PRESENTATION HELD ON JUNE 25, 2001 FOR
ANALYSTS REGARDING THE MERGER.
