<PAGE>
Filed by North Fork Bancorporation, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2
of the Securities Exchange Act of 1934
Subject Company: Dime Bancorp, Inc.
Commission File No. 001-13094
CONTACT: PRESS: INVESTOR:
KEKST AND COMPANY NORTH FORK BANCORPORATION
Robert Siegfried - 212-521-4832 Daniel M. Healy
Victoria Weld - 212-521-4849 516-844-1258
FOR IMMEDIATE RELEASE
NORTH FORK BANCORPORATION TO COMMENCE $17 PER SHARE
EXCHANGE OFFER FOR DIME BANCORP
OFFER REPRESENTS 41% PREMIUM OVER IMPLIED VALUE OF DIME-HUDSON UNITED MERGER
NORTH FORK TO SOLICIT DIME STOCKHOLDERS TO VOTE AGAINST DIME-HUDSON
UNITED MERGER
Melville, New York, March 5, 2000 - North Fork Bancorporation, Inc. (NYSE:NFB)
today announced that it will commence an exchange offer to acquire all
outstanding shares of Dime Bancorp, Inc. (NYSE:DME) for 0.9302 shares of North
Fork common stock and $2.00 in cash per Dime share, a $17 per share value based
on North Fork's closing share price of $16.125 per share on March 3, 2000. This
represents a 41% premium over the implied value to Dime's shareholders of Dime's
proposed merger with Hudson United Bancorp, based on the .60255 exchange ratio
in the Hudson United merger and the closing price of Hudson United common stock
on March 3, 2000 of $20.0625. The stock portion of the North Fork exchange offer
is expected to be tax-free to Dime shareholders. Following the exchange offer,
North Fork and Dime will consummate a merger in which each remaining Dime share
will be exchanged for 0.9302 shares of North Fork common stock and $2.00 in
cash. North Fork expects to file its exchange offer with the Securities and
Exchange Commission later this week.
North Fork emphasized that completion of the exchange offer is conditioned upon
Dime shareholders not approving Dime's proposed merger with Hudson United.
Accordingly, North Fork announced today that it is filing preliminary proxy
materials with the Securities and Exchange Commission to solicit against Dime's
proposed stock-for-stock merger with Hudson United. North Fork is also filing a
lawsuit in the Delaware Chancery Court challenging certain aspects of Dime's
merger agreement with Hudson United.
As part of the proposed transaction, FleetBoston Financial has agreed to invest
$250 million in a combined North Fork-Dime. Fleet has also entered into a
two-year standstill agreement with North Fork in connection with the investment.
Fleet will receive $250 million of North Fork convertible preferred stock
(convertible at $18.69 per share) and ten-year stock purchase rights to purchase
1
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7.5 million shares of North Fork common stock at $17.88 per share. In addition,
once the combination is completed, North Fork will sell to Fleet 17 Dime
branches with $2 billion in deposits.
John A. Kanas, Chairman, President and Chief Executive Officer of North Fork,
said: "Our proposal makes obvious sense, creating a focused franchise with
readily achievable cost savings and significant commercial and consumer banking
opportunities in some of the best metropolitan New York markets. Dime
shareholders receive a significant market premium, a much better dividend, and a
proven management team to safeguard their investment. North Fork shareholders
should expect an increase in GAAP earnings per share, an increase in cash
earnings per share and an improvement in tangible book value per share. As a
result of Fleet's proposed investment, we have also created the balance sheet
flexibility to take advantage of restructuring opportunities that could
significantly improve this performance. In short, this is the kind of
transaction shareholders should require of managements, not the ill-conceived,
dilutive deals that have plagued our industry."
"We are confident that if Dime and Hudson United agree to terminate their
agreement, we can quickly negotiate a transaction acceptable to all parties
involved," Mr. Kanas concluded.
The offer will be subject to certain conditions, including the satisfaction of a
minimum tender condition, the stockholders of Dime not having approved Dime's
merger agreement with Hudson United, the valid termination of the merger
agreement between Dime and Hudson United, customary bank regulatory approvals,
the approval of North Fork's exchange offer and its proposed merger by Dime's
Board of Directors, the approval of North Fork shareholders for the issuance of
North Fork stock in the exchange offer and merger, the valid termination of the
stock option agreement between Dime and Hudson United and the surrender to Dime
of the option granted to Hudson United thereunder for an amount not to exceed
$50 million in cash, and Dime not taking any action that would impair North
Fork's ability to acquire Dime or otherwise diminish the value to North Fork of
Dime. The complete details of North Fork's exchange offer will be set forth in a
filing to be made with the Securities and Exchange Commission.
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 today 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 for free from North Fork by directing
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such request to: North Fork Bancorporation, Inc., 275 Broad Hollow Road,
Melville, New York 11747, Attention: Corporate Secretary, telephone: (516)
844-1004.
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 today by North Fork with the Securities and Exchange Commission.
This document contains forward-looking statements concerning the financial
condition, results of operations and business of North Fork following the
consummation of its proposed acquisition of Dime, the anticipated financial and
other benefits of such proposed acquisition and the plans and objectives of
North Fork's management following such proposed acquisition, including, without
limitation, statements relating to: (A) the cost savings expected to result from
the proposed acquisition, (B) anticipated results of operations of the combined
company following the proposed acquisition, (C) projected earnings per share of
the combined company following the proposed acquisition, and (D) the
restructuring charges estimated to be incurred in connection with the proposed
acquisition. Generally, the words "will," "may," "should," "continue,"
"believes," "expects," "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties. Factors that could cause actual results to differ
materially from those contemplated by the forward-looking statements include,
among others, the following factors: (1) cost savings expected to result from
the proposed acquisition may not be fully realized or realized within the
expected time frame; (2) operating results following the proposed acquisition
may be lower than expected; (3) competitive pressure among financial services
companies may increase significantly; (4) costs or difficulties related to the
integration of the businesses of North Fork and Dime may be greater than
expected; (5) adverse changes in the interest rate environment may reduce
interest margins of the combined company; (6) general economic conditions,
whether nationally or in the market areas in which North Fork and Dime conduct
business, may be less favorable than expected; (7) legislation or regulatory
changes may adversely affect the businesses in which North Fork and Dime are
engaged; or (8) adverse changes may occur in the securities markets.
###
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NORTH FORK BANCORPORATION (NYSE: NFB) [NFB LOGO]
- -------------------------------------------------------------------------------
A better alternative for
DIME BANCORP SHAREHOLDERS
Offered by
NORTH FORK BANCORPORATION
March 6, 2000
- --------------------------------------------------------------------------------
Conference Call Logistics
You are invited to participate in a North Fork Bancorporation CONFERENCE CALL on
MONDAY, MARCH 6, AT 11:00 A.M. EASTERN TIME.
On the call, John A. Kanas, Chairman, President and Chief Executive Officer of
North Fork will discuss North Fork Bancorporation's exchange offer for Dime
Bancorp. A question and answer session will follow the formal presentation.
The call will begin promptly at 11:00 a.m. To ensure your participation in the
entire call, please call (800) 967-7185 (toll-free in the United States) or
(719) 457-2634 (International callers) between 10:45 a.m. and 10:55 a.m. EST.
The call will be recorded, and will be available for playback beginning at 2
p.m. Eastern time until 8:00 p.m. on Friday March 10th by dialing (719) 457-0820
or (888) 203-1112, confirmation #192561.
- --------------------------------------------------------------------------------
1
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FORWARD LOOKING STATEMENTS [NFB LOGO]
- -------------------------------------------------------------------------------
o This document contains forward-looking statements concerning the financial
condition, results of operations and business of North Fork Bancorporation,
Inc. ("North Fork" or "NFB") following the consummation of its proposed
acquisition of Dime, the anticipated financial and other benefits of such
proposed acquisition and the plans and objectives of North Fork's
management following such proposed acquisition , including, without
limitation, statements relating to: (A) the cost savings expected to result
from the proposed acquisition, (B) anticipated results of operations of the
combined company following the proposed acquisition, (C) projected earnings
per share of the combined company following the proposed acquisition, and
(D) the restructuring charges estimated to be incurred in connection with
the proposed acquisition. Generally, the words "will," "may," "should,"
"continue," "believes," "expects," "anticipates" or similar expressions
identify forward-looking statements. These forward-looking statements
involve certain risks and uncertainties. Factors that could cause actual
results to differ materially form those contemplated by the forward-looking
statements include, among others, the following factors: (1) cost savings
expected to result from the proposed acquisition may not be fully realized
or realized within the expected time frame; (2) operating results following
the proposed acquisition may be lower than expected; (3) competitive
pressure among financial services companies may increase significantly; (4)
costs or difficulties related to the integration of the businesses of North
Fork and Dime may be greater than expected; (5) adverse changes in the
interest rate environment may reduce interest margins or adversely affect
asset values of the combined company; (6) general economic conditions,
whether nationally or in the market areas in which North Fork and Dime
conduct business, may be less favorable than expected; (7) legislation or
regulatory changes may adversely affect the businesses in which North Fork
and Dime are engaged; or (8) adverse changes may occur in the securities
markets.
2
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PROPOSAL TO DIME BANCORP SHAREHOLDERS [NFB LOGO]
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Price o $17.00 per DME share
Exchange o 0.9302 shares of NFB plus
(Fixed Common Stock Exchange Ratio) $2.00 in cash for each share of DME
Premium over HU Proposal o 41% over implied value of DME shares
to be received in DME - HU merger
Tax and Accounting Treatment o Partially tax-free exchange -
Purchase Accounting
Pro Forma Ownership o 58% NFB, 35% DME, 7% FBF*
Regulatory Approvals o Customary
Conditions o DME shareholders vote against
Hudson United Bancorp merger
proposal
o Valid termination of DME - HU merger
agreement
o DME Directors approve exchange
offer
Anticipated Closing o Third Quarter 2000
</TABLE>
* Assuming full conversion of warrants and preferred stock to be purchased by
FleetBoston Financial as more fully described on page 4.
3
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FLEETBOSTON INVESTMENT [NFB LOGO]
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Convertible Perpetual o $250 million
Preferred Stock and Rights
Preferred Features o 7 1/2% annual dividend, non-cumulative,
payable quarterly
o Convertible into NFB common stock at
$18.69 per share
o Callable at par by NFB after third
anniversary of issue date
o Qualifies as Tier 1 Capital
Stock Purchase Rights o 7.5 million shares of NFB common stock
at $17.88
o 10 year term
Standstill o FBF for 2 years
Branch Purchase o FBF to purchase $2 billion of DME
deposits for 8% premium
(17 Locations on Long Island and
Manhattan)
Conditions o Contingent upon closing of the NFB
exchange offer
</TABLE>
4
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PRO FORMA BALANCE SHEET AND EARNINGS ESTIMATES [NFB LOGO]
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Dec. 31, 1999 (in millions, NFB DME PRO FORMA
except per share amounts) Stand Alone (1) Stand Alone COMBINED (2)
- ---------------------------- --------------- ----------- ------------
<S> <C> <C> <C>
Assets $ 16,321 $ 23,921 $ 36,663
Investments 6,269 4,178 6,548
Loans, net of unearned 8,857 15,207 24,064
Deposits 9,189 14,261 21,450
Borrowings 5,230 7,594 10,824
Capital Securities 244 152 397
Preferred Stock -- -- 250
Stockholders' Equity 1,268 1,516 3,195
Goodwill 360 531 1,275
Stated Book Value $ 7.27 $ 11.75(4)
Tangible Book Value 5.21 7.51(4)
2001E Per Share Accretion
---------
EPS - Diluted (3) $ 2.02 $ 2.27 12.6%
Cash Earnings per share 2.13 2.52 18.5
Leverage Ratio 7.40%(4)
Tang. Cm. Equity / Tang. Assets 5.59 (4)
</TABLE>
(1) Pro forma for Reliance and JSB acquisitions.
(2) Pro forma combined reflects assumptions detailed in Appendix on page 16.
(3) Based on 2001 IBES estimates.
(4) Pro forma book value and capital ratios as of December 31, 2000, solely for
presentation purposes.
5
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DME SHAREHOLDERS GET..... [NFB LOGO]
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o Immediate premium and better long-term growth prospects
o 35% ownership in a combined commercial banking franchise with $21.5 billion
in deposits having a prominent market position in most of the New York
Metropolitan area
o To own a significant part of one of the industry's top 50 commercial bank
franchises with industry leading returns
- 1999 ROA 1.92%, ROE 27.05%
o A highly focused management team with a large equity stake and a proven
track record in acquisitions
o Improved cash dividends
o Reduced reliance on earnings from the mortgage banking business
6
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NFB SHAREHOLDERS GET..... [NFB LOGO]
- -------------------------------------------------------------------------------
o A transaction that is GAAP and Cash EPS accretive
o A transaction that is tangible book value accretive
o A larger and more prominent institution with stronger market share
o A significant increase in core deposits
o A unique relationship with FleetBoston
o An opportunity to dramatically grow our commercial banking business in
New York City
o A high performing and "well capitalized" company
7
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WHAT DME SHAREHOLDERS MUST DO......... [NFB LOGO]
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o Vote against the proposed DME-HU merger prior to the March 15, 2000 special
shareholder meeting
o Urge DME Board of Directors to preserve your opportunity to consider the
North Fork proposal
o Encourage the DME Board of Directors to remove all obstacles and allow for
a negotiated transaction with NFB
8
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PROCESS/TIMING [NFB LOGO]
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o NFB distributes proxy statement and exchange offer prospectus
o DME shareholders vote NO
o DME - HU terminate merger agreement
o NFB obtains regulatory approvals
o DME Board approves exchange offer and enters into merger agreement with NFB
o Exchange of NFB shares and cash for DME shares, close second step merger
o Closing - 3th Quarter 2000
9
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SUMMARY [NFB LOGO]
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o Provides immediate premium to DME shareholders
o Earnings accretive
o Creates a more competitive and focused banking franchise
o Creates value for all shareholders
o Opportunity to lever upon FleetBoston expertise
o Avoids complicated MOE issues
o An executable transaction, consistent with NFB's strategy
10
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ADDITIONAL NORTH FORK INFORMATION [NFB LOGO]
- -------------------------------------------------------------------------------
o 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 Bancorp, Inc. / Hudson United Bancorp merger, filed today
with the Securities 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 for free from North Fork by directing such
request to: North Fork Bancorporation, Inc., 275 Broad Hollow Road,
Melville, New York, 11747, Attention: Corporate Secretary, telephone (516)
844-1004.
o North Fork, its directors and executive officers and certain other persons
may be deemed "participants" in North Fork's solicitation of proxies from
Dime shareholders. 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.
11
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NORTH FORK BANCORPORATION, INC. (NYSE: NFB) [NFB LOGO]
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APPENDIX
12
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BETTER BANKING FRANCHISE [NFB LOGO]
- --------------------------------------------------------------------------------
Branches
Manhattan 9 Mercer 1
Suffolk 87 Somerset 1
Nassau 55 Warren 1
Queens 44 Morris 1
Bronx 11 Essex 1
Kings 31 Hudson 1
Richmond 5 Passaic 8
Monmouth 1 Sussex 1
Middlesex 4 Bergen 8
o Largest independent bank in the
Metro New York area
o Strong position versus all
competitors
o Opportunity to dramatically
impact commercial business in
New York market
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
NFB/DME NO.
MARKET DEPOSIT RANK BRANCHES #1 #2 #3 #4 #5
- ------ ------- ---- -------- ---------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NY Markets in $18,938 5 268 Chase Citigroup Bank of NY HSBC NFB / DME
Which We Operate(1)
- -----------------------------------------------------------------------------------------------------------------------------------
Kings County 4,187 1 31 NFB / DME Chase HSBC Greenpoint Citigroup
Queens County 3,219 2 44 Chase NFB / DMF Citigroup Astoria Greenpoint
Suffolk County(4) 3,867 2 87 Fleet NFB / DME Chase Astoria ABN AMRO
Nassau County(4) 3,547 4 55 Chase Fleet Greenpoint NFB / DME ABN AMRO
Northern New Jersey 1,449 10 18 Summit First Union Fleet Hudson(2) Valley Ntl.
Manhattan(4) 816 10 9 Chase Citigroup Bank of NY HSBC ABN AMRO
Westchester County 744 7 8 Chase Bank of NY Citigroup HSBC First Union
Bronx 634 5 11 Chase Citigroup Emigrant(3) HSBC NFB / DME
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Source: SNL Branch Migration Database
(1) NY MSA, excluding Putnam County and Rockland County and including Suffolk
County, Nassau County and Northern New Jersey.
(2) Hudson City Savings Bank.
(3) Emigrant Bancorp.
(4) Reflects sale by NFB/DME of 7 branches in Suffolk, 5 branches in Nassau and
5 branches in Manhattan to FBF.
13
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IMPACT ON DEPOSIT MIX [NFB LOGO]
- --------------------------------------------------------------------------------
NORTH FORK BANK PRO FORMA
--------------- ---------
DDA 18% 1.6 B DDA 15% 3.3 B
TERM 36% 3.3 B TERM 43% 9.2 B
SAV/NOW/MMDA 46% 4.3 B SAV/NOW/MMDA 42% 9.0 B
Core Deposits - $5.9 B (64%) Core Deposits - $12.3 B (57%)
Total Deposits - $9.2 B Total Deposits - $21.5 B
As of 12/31/99.
Pro Forma for Reliance and JSB acquisitions.
14
<PAGE>
IMPACT ON LOANS [NFB LOGO]
- --------------------------------------------------------------------------------
NORTH FORK BANK PRO FORMA
--------------- ---------
COMMERCIAL MTG 15% COMMERCIAL MTG 12%
MULTI-FAMILY MTG 36% MULTI-FAMILY MTG 21%
RESIDENTIAL MTG 31% RESIDENTIAL MTG 46%
CONSUMER 9% CONSUMER 14%
COMMERCIAL 8% COMMERCIAL 7%
CONSTRUCTION 1% CONSTRUCTION less than 1%
Total Loans - $8.9 B Total Loans - $24.1 B
As of 12/31/99.
Pro Forma for Reliance and JSB acquisitions.
15
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PRO FORMA FINANCIAL INFORMATION AND ASSUMPTIONS [NFB LOGO]
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Aggregate Consideration o $2.0 billion: 108 million shares
of NFB and $233 million in cash
Purchase Accounting o $915 million in goodwill, amortized
over 20 years
o Net assets adjusted to estimated fair value
De-leveraging o Assumed $2 billion at a 75bps spread, after tax
2000 / 2001 DME EPS Estimate o $2.34 / $2.46 per IBES
2000 / 2001 NFB EPS Estimate o $1.82 / $2.02 per IBES
FBF Investment o $250 million in convertible preferred
stock issued to FBF
O 7.5 million stock purchase rights
Branch Sale o $2.0 billion in deposits sold to FBF
at an 8% deposit premium, reducing goodwill
Estimated Cost Savings o $100 million after tax, or approximately 15%
of combined company overhead
Merger Expenses o $200 million after tax, included in goodwill
Revenue Enhancements o None assumed
</TABLE>
16
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NORTH FORK YEAR-END RESULTS (NYSE:NFB) [NFB LOGO]
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ending Dec. 31,
-----------------------------
1999 1998
------------ ------------
<S> <C> <C>
Earnings per Share - Diluted $1.62 $1.46
- Cash 1.68 1.52
Cash Dividends - Regular $0.63 $0.50
- Special -- 0.15
Net Income (000s) $220,369 $206,576
Net Interest Margin 4.16% 4.48%
Return on Assets 1.92 2.04
Return on Equity 27.05 25.22
Core Efficiency 34.3 35.0
Actual Shares Outstanding (millions) 128.4 141.1
Total Assets (000s) $16,321,060(1) $10,679,556
Market Capitalization (000s) (1) $2,842,660 --
</TABLE>
(1) Pro Forma for JSB/Reliance acquisitions.
17
