Filed by North Fork Bancorporation, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 and Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Dime Bancorp, Inc.
Commission File No. 001-13094
CONTACTS:
PRESS: INVESTOR:
KEKST AND COMPANY NORTH FORK BANCORPORATION
Robert Siegfried/Victoria Weld/Jeremy Fielding Dan Healy
212-521-4800 516-844-1258
FOR IMMEDIATE RELEASE
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ISS RESEARCH REPORT RECOMMENDS DIME SHAREHOLDERS VOTE
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AGAINST DIME-HUDSON UNITED MERGER
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Melville, New York, March 13, 2000 - North Fork Bancorporation, Inc.
(NYSE:NFB) today announced that ISS, Institutional Shareholder Services,
the nation's leading investor proxy voting advisory service, has re-issued
a research report on the proposed Dime Hudson United merger recommending
Dime shareholders vote against the merger in light of North Fork's superior
offer to acquire Dime. The ISS report states:
"Based on current stock prices, the value of North Fork's proposed offer
represents a significant improvement over the consideration Dime
shareholders would receive in the merger with Hudson....
"We believe that where a new offer trumps an existing one by such a
significant margin, it raises legitimate questions about the sufficiency of
the original bid."
"...the arrival of a substantially higher bid than implied by the Hudson
transaction, even at this late date, should compel the board and
shareholders to consider whether there are superior alternatives to merging
with Hudson."
"...it would be unreasonable to compare the value of North Fork's offer
based on its current price to a high Dime price of almost six months ago. A
more valid comparison at this point is between North Fork's offer value and
that of Hudson. Based on both companies' respective September prices and
those of today, North Fork's offer is substantially more generous to Dime
shareholders."
"In particular, we note that the Hudson transaction was not the product of
an exhaustive examination of various potential merger partners or an open
solicitation for bids."
"In sum, we do not agree with Dime management that the value of [the] North
Fork proposal is clearly inferior to what shareholders would realize
through a Dime-Hudson merger. North Fork's current offer value is plainly
superior...."
"As an initial matter, therefore, we conclude that the value reflected by
North Fork's offer appears significant enough to warrant postponement of
the Hudson transaction. If North Fork...is willing to pay substantially
more than the value reflected by the Hudson merger, shareholders would be
best served by being given every opportunity to field and consider such
bids."
John A. Kanas, Chairman, President and Chief Executive Officer of North
Fork Bancorporation, said, "The re-issuance of the ISS report validates
North Fork's offer and further amplifies the need for Dime's management and
Board to recognize their fiduciary responsibility and act accordingly."
The entire ISS research report can be viewed at North Fork's website
www.northforkbank.com.
North Fork now has approximately $16 billion in assets and operates from
154 branch locations throughout the New York Metropolitan area and
Connecticut.
Investors and security holders are advised to read North Fork's proxy
statement with respect to North Fork's solicitation of proxies against the
proposed Dime/Hudson United merger, filed with the Securities and Exchange
Commission, and North Fork's registration statement with respect to its
exchange offer for Dime common stock, when it becomes available, because
each of these documents contains, or will contain, important information.
Investors and security holders may obtain a free copy of the proxy
statement, the exchange offer registration statement (when available) and
other documents filed by North Fork with the SEC at the SEC's Internet web
site at www.sec.gov. The proxy statement, the exchange offer registration
statement (when available) and such other documents may also be obtained
free of charge by overnight mail or direct electronic transmission by
calling D.F. King &Co., Inc. toll-free at 1-800-755-7250.
North Fork, its directors and executive officers and certain other persons
may be deemed to be "participants" in North Fork's solicitation of proxies
from Dime stockholders. A detailed list of the names, affiliations and
interests of the participants in the solicitation is contained in a
statement on Schedule 14A filed March 7, 2000 by North Fork with the
Securities and Exchange Commission.
