Filed by North Fork Bancorporation, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: Dime Bancorp, Inc.
Commission File No. 001-13094
FOR IMMEDIATE RELEASE INVESTOR: DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
631-844-1258
PRESS: KEKST AND COMPANY
VICTORIA A. WELD
212-521-4800
NORTH FORK DEMANDS THAT DIME BANCORP
CALL SPECIAL MEETING
NORTH FORK NAMES PROPOSED NOMINEES
NEW YORK, AUGUST 10, 2000 -- North Fork Bancorporation, Inc.
(NYSE:NFB) announced today that it submitted a demand to the Board of
Directors of Dime Bancorp, Inc. to call a special meeting of Dime's
stockholders so that they can decide who should fill seats currently
occupied by the holdover directors who failed to be reelected at Dime's
annual meeting in July. As previously announced, Dime's stockholders
overwhelmingly rejected Dime's director nominees by more than a two-to-one
margin. North Fork also said that it intends to propose the following
persons to run in opposition to the Dime holdover directors: Geraldine
Ferraro; Muriel Siebert; Josiah Austin; Warren Marcus; and A. Robert
Towbin.
"It is a fundamental principle of corporate democracy that
shareholders decide who will manage their company," said John A. Kanas,
Chairman, President and Chief Executive Officer of North Fork. "Having
overwhelmingly rejected Dime's nominees for the five board seats, it is
imperative that Dime shareholders be given the opportunity to decide who
should fill the seats occupied by the holdover directors who have been
divested of any legitimate claim to directorial power," he added.
North Fork said its nominees are committed to seek a merger of
Dime with a view toward maximizing value for Dime Stockholders. Background
information on North Fork's nominees is set forth below.
Ms. Ferraro is an attorney who has earned a place in history as
the first woman to be nominated by a major party for vice-president of the
United States. She has had an active career in public service as a
supervising trial attorney in the office of the Queens District Attorney in
New York City; as a member of Congress, and most recently, as the U.S.
Ambassador to the United Nations Human Rights Commission. Since May 1999
she has been a consultant with Golin Harris McGinn, a global strategic
communications firm. She is President of G & L Strategies, a practice group
that deals with work place and consumer issues. She is a political analyst
for Fox News, teacher at Georgetown University and a columnist for the New
York Times Syndicate.
Ms. Siebert is the founder and president of the only
woman-owned New York Stock Exchange discount brokerage firm with a national
presence, Muriel Siebert & Co, Inc. From 1977 to 1982, she was the
Superintendent of Banking for New York State. Throughout her career, Ms.
Siebert has been actively involved with a wide range of non-profit, civic
and women's organizations. A few of her affiliations include: the boards of
The New York State Business Council, the Guild Hall Museum, and the Greater
New York Council of the Boy Scouts of America. Ms. Siebert is the recipient
of countless awards and honors, such as: The Working Women's Hall of Fame,
The International Women's Hall of Fame, the National Women's Hall of Fame
and the Sara Lee Frontrunner Award in Business.
Mr. Austin is an Arizona rancher and an experienced private
investor in financial institution stocks. He is the sole Managing Member of
El Coronado Holdings LLC, Pearce, AZ, a family investment company. Mr.
Austin currently serves as a Director of Monterey Bay Bancorp, Inc.,
Watsonville, CA.
Mr. Marcus is the founder, President and CEO of WRM Equity
Management, Inc., a SEC-registered investment advisor established in 1983.
WRM Equity invests exclusively in the publicly-traded equities of financial
service companies (predominantly depository institutions), on behalf of two
major pension funds. After beginning his career at Merrill Lynch and then
at M.A. Schapiro and Co., a leading investment firm specializing in bank
securities, Mr. Marcus joined a newly-established bank research operation
at Salomon Brothers in 1964. In 1966 he was appointed manager of the Bank
Stock Research Dep't., and was admitted as a General Partner of Salomon
Brothers in 1972, a position he held until resigning in 1980. During the 20
years spent at M.A. Schapiro and Salomon, Mr. Marcus became widely
recognized as one of the investment community's leading experts on banking.
He was twice selected as the outstanding bank analyst in the U.S. in the
annual research survey conducted by Institutional Investor magazine.
Mr. Towbin is Co-Chairman of C.E. Unterberg, Towbin. In the
mid-'90's Mr. Towbin served as President and CEO of the Russian-American
Enterprise Fund (a U.S. government-owned investment fund) and later Vice
Chairman of its successor fund, the U.S. Russia Investment Fund. He was a
Managing Director of Lehman Brothers and co-Head, High Technology
Investment Banking from January 1987 until January 1994. Prior to joining
Lehman Brothers, Mr. Towbin was Vice Chairman and a Director of L.F.
Rothschild, Unterberg, Towbin Holdings Inc. and its predecessor companies
from 1959 to 1987. He serves on the Boards of the following public
companies: Bradley Real Estate, Inc.; Gerber Scientific Inc.; Globalstar
Telecommunications Ltd.; Globecomm Systems Inc.; K&F Industries; and
TrueTime, Inc.
* * * * *
Investors and security holders are advised to read North Fork's
registration statement and tender offer statement with respect to its
exchange offer for Dime common stock, and any amendments or supplements to
each of these documents (when they become available), because each of these
documents contains, or will contain, important information. Investors and
security holders are also advised to read North Fork's proxy statement
(when it becomes available) with respect to the persons nominated by North
Fork to serve on the Dime board of directors in the event that a special
meeting of Dime stockholders is called by Dime for the purpose of electing
directors to the Dime board of directors. Investors and security holders
may obtain a free copy of the exchange offer registration statement, the
tender offer statement, the proxy statement (when it becomes available),
any amendments or supplements to any of such documents (when they become
available), and any other documents filed by North Fork with the SEC, at
the SEC's Internet web site at www.sec.gov. Each of these documents may
also be obtained free of charge by overnight mail or direct electronic
transmission by calling North Fork's information agent, D.F. King & Co.,
Inc. toll-free at 1-800-755-7250.
North Fork, its directors and executive officers and the persons nominated
by North Fork to serve on the Dime board of directors 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 today by North Fork with the Securities and Exchange
Commission.
