<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for the use of the Commission
only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12
DIME BANCORP, INC.
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(Name of Registrant As Specified In Its Charter)
NORTH FORK BANCORPORATION, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
<PAGE>
[NORTH FORK LOGO]
March 11, 2000
Dear Dime Stockholder:
ON MARCH 5, 2000, NORTH FORK BANCORPORATION, INC. ANNOUNCED ITS INTENTION
TO COMMENCE AN OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF DIME BANCORP, INC.
COMMON STOCK FOR 0.9302 SHARES OF NORTH FORK COMMON STOCK AND $2.00 IN CASH.
Based on the closing price of North Fork's common stock on the New York Stock
Exchange on March 10, 2000, our exchange offer has a value of $15.66 per Dime
share, which represents a 35% premium over the implied value to Dime
stockholders of its proposed merger with Hudson United Bancorp (based on the
0.60255 exchange ratio in that transaction and the $19.31 closing price of
Hudson United common stock on March 10, 2000). We are also seeking, in
connection with the consummation of our exchange offer, to enter into an
agreement with Dime providing for a second-step merger between Dime and a
wholly owned subsidiary of North Fork in which each remaining Dime common share
would be exchanged for the same per share consideration paid to Dime
stockholders in the exchange offer. Our offer will be made by a prospectus and
letter of transmittal, which will be mailed separately to you, and will be
subject to certain conditions as described in the proxy statement accompanying
this letter.
As you know, Dime has entered into a merger agreement with Hudson United
in which Dime will be the surviving corporation in the merger and will change
its name to Dime United. In the proposed merger, each outstanding share of Dime
common stock would be converted into 0.60255 shares of Dime United common stock
and each outstanding share of Hudson United common stock would be converted
into one share of Dime United common stock.
In connection with the proposed Hudson United merger, Dime has scheduled
a special meeting of stockholders to be held on March 24, 2000, at a time and
place to be announced by Dime. The Dime Board of Directors is soliciting your
vote to approve its proposed merger with Hudson United at that meeting. AS
DISCUSSED IN THE ACCOMPANYING PROXY STATEMENT, WE BELIEVE NORTH FORK'S PROPOSED
EXCHANGE OFFER AND SECOND-STEP MERGER WILL PROVIDE YOU A SIGNIFICANT PREMIUM
AND GREATER VALUE THAN THE PROPOSED HUDSON UNITED/DIME MERGER.
WE URGE YOU TO VOTE AGAINST THE PROPOSED HUDSON UNITED/
DIME MERGER BECAUSE:
o The North Fork offer provides a significant premium and more value
for your Dime shares than the proposed Hudson United merger. Based
on the closing price for North Fork Common Stock on the last
trading day prior to the date of this Proxy Statement, our offer
provides you with $15.66 per share in value, representing a premium
of $4.02 per share (or approximately 35%) over the implied value of
the proposed Hudson United/Dime merger, based on the closing price
of Hudson United common stock on the last trading day prior to the
date of this Proxy Statement.
<PAGE>
o One of the conditions of our offer is that the Hudson United/Dime
merger NOT be approved by the stockholders of Dime. As a result,
for you to have an opportunity to exchange your Dime shares for the
consideration to be offered in the North Fork offer, the proposed
Hudson United/Dime merger MUST NOT be approved by the holders of a
majority of the shares of Dime common stock.
o Your vote AGAINST the Hudson United/Dime merger will send a strong
message to the Dime Board of Directors that you want to preserve
your opportunity to accept the superior value represented by North
Fork's offer.
YOUR VOTE IS ESSENTIAL! IF YOU WANT THE OPPORTUNITY TO CONSIDER THE NORTH
FORK OFFER, VOTE AGAINST THE PROPOSED HUDSON UNITED/DIME MERGER BY SIGNING,
DATING AND RETURNING THE ACCOMPANYING GOLD PROXY CARD TODAY.
Even if you previously have submitted a proxy card furnished by the Dime
Board, it is not too late to change your vote by simply signing, dating and
returning the enclosed GOLD proxy card today.
WE URGE YOU TO PROTECT YOUR INTERESTS -- PLEASE SIGN, DATE AND RETURN THE
GOLD PROXY CARD TODAY.
Thank you for your consideration and support.
Sincerely,
/s/ John A Kanas
John Adam Kanas
Chairman, President and Chief
Executive
Officer
<PAGE>
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IMPORTANT
1. If your Dime shares are held in your own name, please sign, date and mail
the enclosed GOLD proxy card to D.F. King & Co., Inc. in the postage-paid
envelope provided.
2. If your Dime shares are held in "street-name," only your broker or bank
can vote your shares and only upon receipt of your specific instructions.
If your shares are held in "street-name," deliver the enclosed GOLD proxy
card to your broker or bank and contact the person responsible for your
account to vote on your behalf and to ensure that a GOLD proxy card is
submitted on your behalf. North Fork urges you to confirm in writing your
instructions to the person responsible for your account and to provide a
copy of those instructions to North Fork in care of D.F. King & Co.,
Inc., 77 Water Street, New York, NY 10005 so that North Fork will be
aware of all instructions given and can attempt to ensure that such
instructions are followed.
3. Only stockholders of record on February 4, 2000 are entitled to vote at
the special meeting of Dime stockholders. North Fork urges each
stockholder to ensure that the record holder of his or her shares signs,
dates and returns the enclosed proxy card as soon as possible.
Do not sign or return any proxy card you may receive from Dime.
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED HUDSON UNITED/DIME MERGER AND IS NEITHER AN OFFER TO
SELL ANY SHARES OF NORTH FORK COMMON STOCK NOR A REQUEST FOR THE TENDER OF DIME
COMMON STOCK. THE NORTH FORK EXCHANGE OFFER WILL BE REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND WILL BE MADE ONLY BY MEANS OF A PROSPECTUS AND
RELATED LETTER OF TRANSMITTAL TO BE MAILED SEPARATELY TO DIME STOCKHOLDERS.
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<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
SPECIAL MEETING OF STOCKHOLDERS
OF
DIME BANCORP, INC.
TO BE HELD ON MARCH 24, 2000
PROXY STATEMENT
OF
NORTH FORK BANCORPORATION, INC.
SOLICITATION OF PROXIES
IN OPPOSITION TO THE PROPOSED MERGER OF
DIME BANCORP, INC. AND HUDSON UNITED BANCORP
This Proxy Statement and the enclosed GOLD proxy card are furnished by
North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"), in
connection with its solicitation of proxies to be used at a special meeting
(the "Special Meeting") of stockholders of Dime Bancorp, Inc., a Delaware
corporation ("Dime"), to be held on March 24, 2000, at a time and place to be
announced by Dime, and at any adjournments, postponements or reschedulings
thereof. Pursuant to this Proxy Statement, North Fork is soliciting proxies
from holders of shares of common stock, par value $.01 per share, of Dime
("Dime Common Stock") to vote AGAINST the proposed merger of Hudson United
Bancorp, a New Jersey corporation ("Hudson United"), with and into Dime (such
proposed merger, the "Proposed Hudson United Merger"). Dime has set February 4,
2000 as the record date for determining those stockholders who will be entitled
to vote at the Special Meeting. This Proxy Statement and the enclosed GOLD
proxy are first being sent or given to stockholders of Dime on or about March
13, 2000. The principal executive offices of Dime are located at 589 Fifth
Avenue, New York, New York 10017.
THE NORTH FORK OFFER
On March 5, 2000, North Fork announced its intention to commence an offer
(the "North Fork Offer" or the "Offer") to exchange each outstanding share of
Dime Common Stock for 0.9302 shares of common stock, par value $0.01 per share,
of North Fork ("North Fork Common Stock") and $2.00 in cash. The terms and
conditions of the North Fork Offer will be set forth in a prospectus to be
filed with the Securities and Exchange Commission (the "Commission") and mailed
to you separately.
Based on the closing price of North Fork Common Stock on the New York
Stock Exchange ("NYSE") on March 3, 2000 (the last trading day before the
announcement of the North Fork Offer), the North Fork Offer had a value of
$17.00 per Dime share at the time it was announced, which represented a 31%
premium over the closing price of Dime's common stock on the NYSE on March 3,
2000, and a 41% premium over the implied value of the Proposed Hudson United
Merger of $12.09 at that time (based on the 0.60255 exchange ratio in that
transaction and the $20.0625 closing price of Hudson United common stock on
March 3, 2000). Based on March 10, 2000 closing prices on the NYSE, the North
Fork Offer has a value of $15.66 per Dime share, which represents a 35% premium
over the implied value of the Proposed Hudson United Merger of $11.64 (based on
the 0.60255 exchange ratio in that transaction and the $19.31 closing price of
Hudson United common stock).
<PAGE>
North Fork is seeking, upon the valid termination of the merger agreement
between Hudson United and Dime, to negotiate a definitive merger agreement with
Dime pursuant to which Dime would, as soon as practicable following the
completion of the North Fork Offer, merge with a wholly owned subsidiary of
North Fork (the "Proposed North Fork Merger"). The purpose of the North Fork
Offer and the Proposed North Fork Merger is to enable North Fork to acquire
control of, and ultimately the entire equity interest in, Dime. The North Fork
Offer, as the first step in North Fork's proposed acquisition of Dime, is
intended to facilitate the acquisition of a majority of the outstanding shares
of Dime Common Stock. The purpose of the Proposed North Fork Merger is to
acquire all shares of Dime Common Stock not exchanged pursuant to the North
Fork Offer or otherwise. Pursuant to the Proposed North Fork Merger, each then
outstanding share of Dime Common Stock (other than shares owned by North Fork
and shares held in the treasury of Dime), would be converted into the right to
receive 0.9302 shares of North Fork Common Stock and $2.00 in cash.
REASONS FOR THE NORTH FORK OFFER
North Fork believes that the acquisition of Dime by North Fork represents
a compelling opportunity to enhance value for both Dime and North Fork
stockholders. Specifically, North Fork estimates that a combination of North
Fork and Dime would (a) result in accretion to North Fork's reported diluted
earnings per share of 12.6% for 2001 and accretion to North Fork's diluted cash
earnings per share (i.e., reported earnings before amortization of intangibles)
of 17.4% in 2001 and (b) result in an increase in North Fork's tangible book
value from $5.21 per share as of December 31, 1999 to an estimated $7.51 per
share on a pro forma basis as of December 31, 2000 (assuming earnings for 2000
based on mean I.B.E.S. earnings per share estimates as of March 5, 2000 of
$1.82 for North Fork and $2.34 for Dime, net of purchase accounting adjustments
and assuming a dividend payout ratio for North Fork and Dime consistent with
past practice). Dime stockholders and others are referred to the investor
presentation materials filed by North Fork with the Commission on March 6,
2000, and a transcript of the investor conference call held on March 6, 2000
filed by North Fork with the Commission on March 8, 2000, for additional
information concerning the North Fork Offer.
In addition, North Fork believes that the combination of North Fork and
Dime will produce substantial benefits for Dime stockholders, including the
following:
o Significant Premium. Based on March 10, 2000 closing prices,
the North Fork Offer represents a premium of approximately 35%
over the implied value of the Proposed Hudson United Merger.
o Better Long-Term Growth Prospects. North Fork believes that a
combination of North Fork and Dime has better long-term growth
prospects for Dime stockholders than the Proposed Hudson
United Merger. North Fork has a proven history of strong
profitability and growth in shareholder value based on several
common benchmarks used to measure performance. The table below
sets forth figures for certain common performance and
profitability measurements for each of North Fork, Dime,
Hudson United, a bank peer group and a thrift peer group for
Dime.
2
<PAGE>
On the basis of total return to shareholders, North Fork has
significantly outperformed Dime, Hudson United and the bank and thrift
peer groups.
<TABLE>
<CAPTION>
3 YEARS 5 YEARS 7 YEARS
--------- ----------- -----------
<S> <C> <C> <C>
Total Return to Shareholders (1)
NORTH FORK 58.3% 333.2% 645.6%
Dime 5.1 100.1 234.0
Hudson United 24.4 127.2 225.8
Bank Peer Group (2) 31.3 150.3 178.8
Thrift Peer Group (3) (11.6) 120.5 65.2
</TABLE>
A comparison of North Fork's operating performance data to operating
performance data of Dime, Hudson United and the bank and thrift peer
group demonstrates North Fork's superior operating performance.
<TABLE>
<CAPTION>
1996 1997 1998 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Return on Average Assets
NORTH FORK 1.43% 1.75% 2.04% 1.92%
Dime 0.62 0.64 1.13 1.11
Hudson United 0.90 1.01 1.05 1.27
Bank Peer Group (2) 1.31 1.39 1.40 1.34
Thrift Peer Group (3) 0.72 0.64 0.83 0.88
Return on Average Common Equity
NORTH FORK 19.9% 25.2% 25.2% 27.1%
Dime 12.4 11.7 18.1 16.7
Hudson United 10.6 12.6 14.0 20.2
Bank Peer Group (2) 17.0 17.5 16.9 16.8
Thrift Peer Group (3) 14.7 13.4 17.8 17.9
Net Interest Margin
NORTH FORK 4.24% 4.42% 4.48% 4.16%
Dime 2.40 2.51 2.68 2.91
Hudson United 4.23 4.25 4.10 4.04
Bank Peer Group (2) 4.20 4.17 3.95 3.89
Thrift Peer Group (3) 2.75 2.66 2.57 2.54
Operating Efficiency Ratio (4)
NORTH FORK 41.7% 37.5% 33.7% 33.2%
Dime 57.4 56.7 63.5 62.2
Hudson United 60.4 59.0 55.0 50.3
Bank Peer Group (2) 53.1 52.4 52.4 51.5
Thrift Peer Group (3) 57.9 54.1 51.1 46.0
</TABLE>
------------
(1) Defined as stock price appreciation plus reinvestment of all
dividends in common stock of the issuer on a pre-tax basis. All
periods end at December 31, 1999. Source: Bloomberg L.P.
(2) Averages for a Bank Peer Group consisting of Summit Bancorp,
Associated Banc-Corp and M&T Bancorp. These three bank holding
companies, together with North Fork, comprised a bank peer group
utilized in certain analyses performed by Dime's financial
advisor and described in the Joint Proxy Statement/Prospectus
dated February 8, 2000 with respect to the Proposed Hudson United
Merger.
(3) Averages for a Thrift Peer Group for Dime consisting of Astoria
Financial Corp., Sovereign Bancorp, Washington Mutual and Golden
State Bancorp, Inc., which represents the peer group for Dime as
per the Dime/Hudson United investor presentation dated September
15, 1999 made in connection with the announcement of the Proposed
Hudson United Merger.
(4) Defined as noninterest expenses (excluding goodwill amortization)
divided by noninterest income plus net interest income, excluding
all nonrecurring items.
Source: SNL Securities and company reports (except for data for
Total Return to Shareholders -- See note (1) above). Data has been
adjusted for prior acquisitions accounted for as poolings of
interests and to exclude nonrecurring items.
3
<PAGE>
Of course, past performance is not a guarantee of future results.
However, as evidenced from the figures set forth above, North Fork has
consistently achieved strong profitability and operating results and
superior shareholder returns.
o Low Execution Risk. North Fork has acquired nine banking institutions
during the past ten years in transactions with an aggregate value of
$2.3 billion. The majority of these institutions were "thrift
institutions" whose businesses focused primarily on gathering consumer
deposits and making residential mortgage loans. North Fork believes
that Dime's banking business (exclusive of Dime's mortgage banking
subsidiary) is fundamentally similar to the businesses of the majority
of institutions that North Fork has acquired. North Fork believes that
its ability to continually lower its efficiency ratio while integrating
acquisitions demonstrates its ability to manage execution risk and
maintain superior operating returns.
o Improved Cash Dividends. During 1999 Dime paid dividends on its common
stock of $0.23 per share. According to the Dime/Hudson United Joint
Proxy Statement/Prospectus dated February 8, 2000, pursuant to the
Proposed Hudson United Merger, Dime shareholders are expected to
receive pro forma equivalent dividends of $0.60 per share (based on the
exchange ratio of .60255 in the Proposed Hudson United Merger and the
proposed dividend of $1.00 per share that Dime United expects to pay if
the Proposed Hudson United Merger is completed). Based on North Fork's
current annual dividend of $0.72 per share, Dime shareholders would
receive a pro forma equivalent dividend of $0.67, or more than 190%
above Dime's current annual dividend rate and more than 11% above the
pro forma equivalent dividend per Dime share in the Proposed Hudson
United Merger. In the past five years, on a compounded basis, North
Fork has achieved a 40.1% annual growth rate in its per share dividend,
compared to a 24.9% annual growth rate for Hudson United's per share
dividend over the same period. In addition to the increased dividend,
Dime stockholders would have the opportunity to invest and earn a
return on the cash portion of the consideration to be paid in the North
Fork Offer.
CONDITIONS TO THE NORTH FORK OFFER
The North Fork Offer will be conditioned upon, among other things, (1)
there being validly tendered and not withdrawn prior to the expiration of the
North Fork Offer that number of shares of Dime Common Stock which, together
with the shares of Dime Common Stock beneficially owned by North Fork for its
own account, constitutes a majority of the shares of Dime Common Stock
outstanding on a fully diluted basis, (2) the stockholders of Dime not having
approved and adopted the Agreement and Plan of Merger, dated as of September
15, 1999 as amended and restated on December 27, 1999, between Dime and Hudson
United (the "Hudson United Merger Agreement") in satisfaction of Section 251 of
the Delaware General Corporation Law ("DGCL"), (3) North Fork being satisfied,
in its reasonable judgment, that the Hudson United Merger Agreement has been
validly terminated, and Dime having entered into a definitive merger
4
<PAGE>
agreement with North Fork to provide for the acquisition of Dime pursuant to
the North Fork Offer and the Proposed North Fork Merger, (4) approval of the
issuance of shares of North Fork Common Stock pursuant to the North Fork Offer
by the requisite vote of holders of North Fork Common Stock under applicable
NYSE rules, (5) North Fork being satisfied, in its reasonable judgment, that
the Dime Stockholder Protection Rights Plan is inapplicable to the North Fork
Offer and the Proposed North Fork Merger, (6) North Fork being satisfied, in
its reasonable judgment, that the provisions of Section 203 of the DGCL are
inapplicable to the North Fork Offer and the Proposed North Fork Merger, (7)
all regulatory approvals required to consummate the North Fork Offer having
been obtained and remaining in full force and effect without the imposition of
any condition or restriction that would be materially adverse to North Fork and
Dime on a combined basis, and all statutory waiting periods in respect thereof
having expired, (8) North Fork being satisfied, in its reasonable judgment,
that the Stock Option Agreement, dated as of September 16, 1999 (the "Hudson
United Option Agreement"), between Hudson United and Dime has been validly
terminated and that the option issued by Dime to Hudson United thereunder has
been surrendered to Dime for an amount not to exceed $50 million in cash, and
(9) Dime not having entered into or effectuated any other agreement or
transaction with any person or entity having the effect of impairing North
Fork's ability to acquire Dime or otherwise diminishing the expected economic
value to North Fork of the acquisition of Dime.
All conditions to the North Fork Offer must be satisfied or waived prior
to the expiration of the North Fork Offer.
The condition described in clause (6) above would be satisfied upon
approval by Dime's Board of Directors of the North Fork Offer and the Proposed
North Fork Merger. In addition, the condition described in clause (2) above
would be satisfied if the stockholders of Dime do not approve the Hudson United
Merger Agreement.
On October 20, 1995, the Board of Directors of Dime adopted a Stockholder
Protection Rights Plan (the "Rights Plan"). Under the Rights Plan, which
expires in November 2005, the Dime Board declared a dividend of one right on
each outstanding share of Dime Common Stock, which was distributed on November
6, 1995 to stockholders of record on that date (the "Rights"). The Rights Plan,
if not invalidated or otherwise made inapplicable to North Fork, the North Fork
Offer and the Proposed North Fork Merger, will make the acquisition of shares
of Dime Common Stock pursuant to the North Fork Offer and the Proposed North
Fork Merger impracticable. Satisfaction of condition (5) set forth in the third
preceding paragraph would require the Dime Board to redeem the Rights, amend
the Rights Plan or otherwise make the Rights Plan inapplicable to North Fork,
the North Fork Offer and the Proposed North Fork Merger.
There can be no assurance as to whether the conditions to the North Fork
Offer will be satisfied and, if so, as to the timing of satisfaction of such
conditions. While satisfaction of certain of such conditions is within the
control of the Dime Board, satisfaction of certain other conditions is outside
of the control of the Dime Board. By voting against the Proposed Hudson United
Merger, stockholders can demonstrate their support for the
5
<PAGE>
proposed combination of Dime and North Fork. A vote against the Proposed Hudson
United Merger moves all Dime stockholders closer to being able to benefit from
the North Fork Offer.
While North Fork is committed to helping Dime's stockholders realize the
significant premium and greater value to be offered in the North Fork Offer and
the Proposed North Fork Merger, until the conditions to the North Fork Offer
are satisfied or waived, North Fork will not purchase any Dime Common Stock
pursuant to the North Fork Offer. Accordingly, a vote for the Proposed Hudson
United Merger could leave Dime stockholders without a viable alternative for an
acquisition of Dime because North Fork will not proceed with the North Fork
Offer if the Proposed Hudson United Merger is approved by Dime stockholders.
CERTAIN INFORMATION CONCERNING THE PROPOSED HUDSON UNITED MERGER
The Hudson United Merger Agreement provides that in the Proposed Hudson
United Merger, Dime will be the surviving corporation and will change its name
to Dime United. Each outstanding share of Dime Common Stock, other than those
beneficially owned by Dime or Hudson United, would be converted into 0.60255
shares of Dime United common stock, and each outstanding share of Hudson United
common stock, other than those beneficially owned by Dime or Hudson United,
would be converted into one share of Dime United common stock. The obligations
of Dime and Hudson United to complete the Proposed Hudson United Merger are
subject to various conditions, including the following: (1) approval and
adoption of the Hudson United Merger Agreement by the stockholders of Dime and
Hudson United, (2) receipt and effectiveness of all governmental and other
approvals, registrations and consents and the expiration of all related waiting
periods required to consummate the Proposed Hudson United Merger and the
issuance of Dime United common stock, and (3) the receipt by each of Dime and
Hudson United of a letter from its respective independent auditors to the
effect that the Proposed Hudson United Merger will qualify for
pooling-of-interests accounting treatment.
In connection with the execution of the Hudson United Merger Agreement,
Dime and Hudson United also entered into the Hudson United Option Agreement,
pursuant to which Dime granted to Hudson United an option (the "Hudson United
Option") to purchase 22,271,682 shares of Dime Common Stock (or approximately
19.9% of the issued and outstanding shares of Dime Common Stock at the time of
grant of the Hudson United Option), at an exercise price of $17.75 per share,
subject to certain adjustments.
Hudson United may exercise the Hudson United Option if both an "initial
triggering event" and a "subsequent triggering event" occur prior to the
occurrence of an event that would terminate the Hudson United Option. In light
of the public announcement of the North Fork Offer, an initial triggering event
will have occurred under the Hudson United Option Agreement if, among other
things, the Dime stockholders fail to approve and adopt the Hudson United
Merger Agreement at the Special Meeting. An initial triggering event also will
have occurred under the Hudson United Option Agreement if North Fork files a
registration statement with the Commission with respect to the North Fork
Offer. A subsequent triggering event under the Hudson United Option
6
<PAGE>
will have occurred if any person acquires beneficial ownership of 25% or more
of the outstanding voting securities of Dime or if Dime enters into an
agreement with respect to or otherwise proposes or recommends any transaction
with a third party (other than Hudson United) involving a merger or
consolidation of, or a sale of all or a substantial part of the assets or
deposits of or securities constituting 25% or more of the outstanding voting
power of, Dime or any of its subsidiaries. Furthermore, under certain
circumstances, Hudson United will have the right to surrender the Hudson United
Option to Dime for a cash payment of $50 million.
The foregoing description of the Hudson United Merger Agreement and the
Hudson United Option Agreement is qualified in its entirety by reference to the
full text of the Hudson United Merger Agreement and the Hudson United Option
Agreement, copies of which have been included as annexes to the Joint Proxy
Statement/Prospectus of Dime and Hudson United, dated February 8, 2000 (the
"Joint Proxy Statement/ Prospectus"), included in Dime's Registration
Statement on Form S-4 filed with the Commission on February 8, 2000.
The purpose of the solicitation made by this Proxy Statement is to enable
Dime stockholders to decide for themselves whether the proposed North Fork
Offer is superior to the Proposed Hudson United Merger and to act in their own
best interests.
7
<PAGE>
IMPORTANT
IF YOU WANT TO HAVE THE OPPORTUNITY TO ACCEPT THE NORTH FORK OFFER, WE
URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY TO VOTE
AGAINST THE PROPOSED HUDSON UNITED MERGER. BECAUSE THE SPECIAL MEETING IS
SCHEDULED FOR MARCH 24, 2000, WE URGE YOU TO EXECUTE AND MAIL THE GOLD PROXY
CARD AS SOON AS POSSIBLE.
REJECTION OF THE PROPOSED HUDSON UNITED MERGER IS A CRITICAL STEP IN
SECURING THE SUCCESS OF THE NORTH FORK OFFER. YOUR VOTE AGAINST THE PROPOSED
HUDSON UNITED MERGER DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO
THE NORTH FORK OFFER.
EVEN IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF DIME,
YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY AND VOTE
AGAINST THE PROPOSED HUDSON UNITED MERGER BY SIGNING, DATING AND MAILING THE
ENCLOSED GOLD PROXY IN THE ENCLOSED ADDRESSED ENVELOPE. NO POSTAGE IS NECESSARY
IF YOUR PROXY IS MAILED IN THE UNITED STATES.
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED HUDSON UNITED MERGER AND IS NEITHER AN OFFER TO SELL
ANY SHARES OF NORTH FORK COMMON STOCK NOR A REQUEST FOR THE TENDER OF DIME
COMMON STOCK. THE NORTH FORK EXCHANGE OFFER WILL BE REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND WILL BE MADE ONLY BY MEANS OF A PROSPECTUS AND
RELATED LETTER OF TRANSMITTAL TO BE MAILED SEPARATELY TO DIME STOCKHOLDERS.
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BACKGROUND OF THE NORTH FORK OFFER
From time to time, North Fork is involved in due diligence
investigations, discussions and negotiations concerning possible business
combination transactions with other financial institutions. North Fork
generally seeks to acquire financial institutions that would (i) complement its
overall strategic focus, (ii) provide opportunities for growth in markets where
the target financial institution conducts business, and (iii) improve North
Fork's retail banking franchise.
On September 15, 1999, Dime and Hudson United announced that they had
entered into the Hudson United Merger Agreement and the Hudson United Option
Agreement. On or about February 9, 2000, Dime and Hudson United mailed the
Joint Proxy Statement/Prospectus to their respective stockholders.
Following the dissemination of the Joint Proxy Statement/Prospectus,
representatives of North Fork and North Fork's outside financial advisors and
legal counsel held several meetings to review and discuss North Fork's
strategic options in light of the Proposed Hudson United Merger and the
upcoming Special Meeting of Dime stockholders. In addition, representatives of
North Fork initiated discussions with representatives of FleetBoston Financial
Corporation ("FleetBoston") to ascertain FleetBoston's interest in making an
equity investment in North Fork in connection with the North Fork Offer. See
"Certain Arrangements with FleetBoston Financial Corporation."
On March 5, 2000, North Fork's Board of Directors (the "North Fork
Board") met to review the proposed terms of the North Fork Offer, the proxy
solicitation and the proposed arrangements with FleetBoston. Because the North
Fork Board believes that a combination of North Fork and Dime would offer
compelling benefits to both companies, their stockholders and their other
constituencies, it unanimously determined that North Fork should solicit
proxies against the Proposed Hudson United Merger, proceed with the North Fork
Offer, and initiate litigation (the "Delaware Litigation") in the Court of
Chancery of the State of Delaware (the "Delaware Court") as described below
under "Certain Litigation." The North Fork Board also approved the arrangements
with respect to FleetBoston's equity investment in North Fork, and on March 5,
2000, North Fork signed a definitive agreement with FleetBoston providing for
FleetBoston's equity investment in North Fork in connection with the North Fork
Offer.
On March 5, 2000, North Fork announced its intention to commence the
North Fork Offer, to be followed by the Proposed North Fork Merger, and that
North Fork would be soliciting proxies to vote against the Proposed Hudson
United Merger at the special meeting of Dime stockholders initially scheduled
to be held on March 15, 2000. On March 6, 2000, North Fork initiated the
Delaware Litigation.
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On March 7, 2000, Dime announced that its board of directors had
unanimously rejected the North Fork Offer and that it recommended that Dime
stockholders not tender their shares to North Fork. On March 8, 2000, Dime
filed with the Commission a supplement to the Joint Proxy Statement/Prospectus
which stated, among other things, that Dime's Board of Directors had concluded
that the North Fork Offer is inadequate and not in the best interests of Dime
and its stockholders, that Dime's board remained committed to the Proposed
Hudson United Merger and that Dime's board recommended that Dime stockholders
vote in favor of the Hudson United Merger Agreement and not tender their shares
of Dime Common Stock in the North Fork Offer.
On March 9, 2000, North Fork amended its complaint filed in the Delaware
Litigation to include allegations that the Dime Board of Directors had violated
its fiduciary duties by, among other things, forcing a premature stockholder
vote under circumstances where Dime stockholders have been coerced, misled and
insufficiently informed. North Fork also alleged in the amended complaint that
Dime's proxy statement supplement contains materially false and misleading
information.
Also on March 9, 2000, North Fork brought a motion in the Delaware Court
for a temporary restraining order to enjoin the Dime stockholder vote at the
special meeting initially scheduled for March 15, 2000 until such time as the
Delaware Court rules on North Fork's motion, complete and curative disclosures
are mailed to Dime's stockholders with a reasonable period for their review, or
the Delaware Court orders otherwise. A hearing was scheduled for Friday, March
10, 2000.
Later on March 9, 2000, Dime announced that it was postponing the Special
Meeting until March 24, 2000. In light of the postponement of the Special
Meeting, North Fork subsequently withdrew its motion for a temporary
restraining order, and the March 10, 2000 hearing was cancelled. North Fork has
not abandoned any of its claims contained in the amended complaint and has
reserved the right to renew its motion, if appropriate, following review of
Dime's supplemental proxy materials and other disclosures in the form actually
distributed to Dime stockholders.
On March 10, 2000, Dime filed a complaint (the "Dime Complaint") in the
Supreme Court of the State of New York, County of New York, against North Fork
and FleetBoston, alleging violations of the New York State antitrust laws,
including that North Fork and FleetBoston conspired to purchase Dime in order
to eliminate a combined Dime/Hudson United entity from competition in several
banking markets, that the proposed acquisition of Dime by North Fork and
FleetBoston will substantially lessen competition and create a monopoly in at
least two banking markets, and that FleetBoston has monopoly power in banking
markets throughout New England and is using its monopoly profits in order to
acquire Dime and eliminate a strong new competitor in several banking markets
throughout New York, Connecticut and New Jersey. The Dime Complaint seeks
declaratory and injunctive relief, including an order enjoining North Fork and
FleetBoston from making any coordinated effort to acquire Dime and an order
enjoining FleetBoston's pending branch sale transaction with Sovereign Bancorp,
Inc., and such other relief as may be granted. North Fork believes that the
allegations against it in the Dime Complaint are without merit and intends to
contest the Dime Complaint vigorously.
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REASONS TO VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER
North Fork urges you to vote your shares of Dime Common Stock AGAINST the
Proposed Hudson United Merger for the following reasons:
o A VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER GIVES YOU THE
OPPORTUNITY TO RECEIVE A SIGNIFICANT PREMIUM FOR YOUR SHARES IN THE
NORTH FORK OFFER.
The North Fork Offer, if consummated, would provide you 0.9302 shares of
North Fork Common Stock and $2.00 in cash per share of Dime Common Stock. Based
on the closing price of North Fork Common Stock on the NYSE on March 10, 2000,
the North Fork Offer has a value of $15.66 per Dime share. In the Proposed
Hudson United Merger you will receive shares of Dime United which have an
implied value of $11.64 based on the exchange ratios in the Proposed Hudson
United Merger and the closing price of Hudson United common stock on March 10,
2000. The North Fork Offer represents a premium of $4.02 per share of Dime
Common Stock, or approximately 35% over the implied value of the Proposed
Hudson United Merger.
o A VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER SENDS A STRONG
MESSAGE TO THE DIME BOARD OF DIRECTORS THAT YOU WANT TO PRESERVE
YOUR OPPORTUNITY TO ACCEPT THE NORTH FORK OFFER.
By voting against the Proposed Hudson United Merger, stockholders can
demonstrate their support for the proposed combination of Dime and North Fork.
A vote against the Proposed Hudson United Merger moves Dime stockholders closer
to being able to benefit from the North Fork Offer.
A vote against the Proposed Hudson United Merger will not obligate you to
tender your shares of Dime Common Stock pursuant to the North Fork Offer.
However, it will give you an opportunity to decide for yourself whether the
North Fork Offer is in your best interest. On the other hand, if Dime
stockholders approve the Proposed Hudson United Merger, it is likely that the
Proposed Hudson United Merger will be consummated.
o A VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER WILL SATISFY ONE
OF THE CONDITIONS TO THE NORTH FORK OFFER.
One condition of the North Fork Offer is that Dime stockholders do not
approve the Hudson United Merger. North Fork will not acquire any Dime Common
Stock in the North Fork Offer unless this condition is satisfied. Thus, a vote
against the Proposed Hudson United Merger moves all Dime stockholders closer to
being able to receive the North Fork Common Stock and cash to be offered in the
North Fork Offer. For a description of certain other conditions to the North
Fork Offer, see "Conditions to the North Fork Offer."
While North Fork is committed to helping Dime stockholders realize the
significant premium and greater value of the North Fork transaction, until the
conditions to the North
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Fork Offer are satisfied or waived, North Fork will not purchase any Dime
Common Stock pursuant to the North Fork Offer. Accordingly, a vote for the
Proposed Hudson United Merger could leave Dime stockholders without a viable
alternative to the Proposed Hudson United Merger because North Fork will not
proceed with the North Fork Offer if the Proposed Hudson United Merger is
approved by Dime stockholders.
OBSTACLES TO THE NORTH FORK OFFER CREATED BY
THE DIME BOARD OF DIRECTORS
You should be aware that the Board of Directors of Dime has taken several
actions in connection with the Proposed Hudson United Merger which create
barriers against any competing proposals (including the North Fork Offer) and
thus hinder your ability to receive greater value for your Dime Common Stock.
THE DIME BOARD OF DIRECTORS HAS AGREED TO IGNORE SUPERIOR PROPOSALS. In
the Hudson United Merger Agreement, Dime has agreed that from the date of
execution of the Hudson United Merger Agreement until the closing of the
Proposed Hudson United Merger or the termination of the Hudson United Merger
Agreement, Dime may not enter into any discussions with or furnish any
confidential information to any person making an offer to merge with or acquire
Dime (the "No-Talk Provision").
THE DIME BOARD OF DIRECTORS HAS AGREED TO RECOMMEND THE PROPOSED HUDSON
UNITED MERGER TO DIME STOCKHOLDERS REGARDLESS OF THE FACTS. Under the terms of
the Hudson United Merger Agreement, the Dime Board of Directors has obligated
itself to recommend the Proposed Hudson United Merger to Dime shareholders
under any and all circumstances, even if a third party makes a superior
proposal to merge with or acquire Dime (the "Recommendation Covenant").
THE DIME BOARD OF DIRECTORS HAS AGREED TO STRICT LIMITATIONS ON ITS
ABILITY TO TERMINATE THE HUDSON UNITED MERGER AGREEMENT. Under the Hudson
United Merger Agreement, Dime may not terminate the Hudson United Merger
Agreement even if Dime stockholders fail to approve the Proposed Hudson United
Merger (the "Delayed Termination Provision"). In this circumstance, Dime could
not terminate the Hudson United Merger Agreement until June 30, 2000.
THE DIME BOARD OF DIRECTORS ADOPTED A STOCKHOLDER RIGHTS PLAN. On October
20, 1995, the Board of Directors of Dime adopted the Rights Plan (a so-called
"poison pill"). The Rights Plan, if not invalidated or otherwise made
inapplicable to North Fork, the North Fork Offer and the Proposed North Fork
Merger, will make the acquisition of Dime Common Stock pursuant to the North
Fork Offer and the Proposed North Fork Merger impracticable. However, pursuant
to the Rights Plan, Dime has agreed (without stockholder approval) that the
Rights Agreement is not applicable to the Proposed Hudson United Merger. By
adopting this "poison pill," the Dime Board created a significant obstacle to
your receiving greater value for your shares of Dime Common Stock, whether from
North Fork or otherwise.
North Fork has commenced litigation challenging certain of these actions.
See "Certain Litigation."
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YOU CAN TAKE IMMEDIATE STEPS TO HELP OBTAIN
THE MAXIMUM VALUE FOR YOUR SHARES
(1) Return your GOLD proxy and vote AGAINST the Proposed Hudson
United Merger; and
(2) Make your views known to the Dime Board of Directors.
BY TAKING THESE STEPS, YOU WILL GIVE THE DIME BOARD OF DIRECTORS A CLEAR
MESSAGE THAT THEY SHOULD TAKE ALL NECESSARY ACTIONS TO REMOVE ALL
OBSTACLES TO THE NORTH FORK OFFER, WHICH PROVIDES YOU THE OPPORTUNITY TO
RECEIVE A SIGNIFICANT PREMIUM FOR YOUR DIME SHARES.
We believe that a vote against the Proposed Hudson United Merger will
better enable Dime stockholders to consider the North Fork Offer, and is
essential to secure the success of the North Fork Offer.
CERTAIN LITIGATION
On March 6, 2000, North Fork filed a complaint against Dime, certain
members of the Dime Board and Hudson United in the Delaware Court, alleging,
among other things, breaches of fiduciary duties by the Dime Board in
connection with the Hudson United Merger Agreement. North Fork also alleges in
the complaint that Hudson United has aided and abetted the Dime Board's
breaches of its fiduciary duties. The complaint seeks, among other things, an
order invalidating certain provisions of the Hudson United Merger Agreement.
North Fork believes that the Dime Board of Directors has violated its fiduciary
duties to Dime stockholders by agreeing to the No-Talk Provision, the
Recommendation Covenant and the Delayed Termination Provision, which are
designed to inhibit any competing offers for Dime from North Fork or anyone
else.
On March 9, 2000, North Fork amended its complaint to include allegations
that the Dime Board of Directors had violated its fiduciary duties by, among
other things, forcing a premature stockholder vote under circumstances where
Dime stockholders have been coerced, misled and insufficiently informed. North
Fork also alleged in the amended complaint that Dime's proxy statement
supplement contains materially false and misleading information.
Also on March 9, 2000, North Fork brought a motion for a temporary
restraining order to enjoin the Dime stockholder vote at the special meeting
initially scheduled for March 15, 2000 until such time as the Delaware Court
rules on North Fork's motion, complete and curative disclosures are mailed to
Dime's stockholders with a reasonable period for their review, or the Delaware
Court orders otherwise. A hearing was scheduled for Friday, March 10, 2000.
Later on March 9, 2000, Dime announced that it was postponing the Special
Meeting until March 24, 2000. In light of the postponement of the Special
Meeting, North Fork subsequently withdrew its motion for a temporary
restraining order, and the March 10, 2000 hearing was cancelled. North Fork has
not abandoned any of its claims contained in the amended complaint and has
reserved the right to renew its motion, if
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appropriate, following review of Dime's supplemental proxy materials and other
disclosures in the form actually distributed to Dime stockholders.
On March 10, 2000, Dime filed the Dime Complaint in the Supreme Court of
the State of New York, County of New York, against North Fork and FleetBoston,
alleging violations of the New York State antitrust laws, including that North
Fork and FleetBoston conspired to purchase Dime in order to eliminate a
combined Dime/Hudson United entity from competition in several banking markets,
that the proposed acquisition of Dime by North Fork and FleetBoston will
substantially lessen competition and create a monopoly in at least two banking
markets, and that FleetBoston has monopoly power in banking markets throughout
New England and is using its monopoly profits in order to acquire Dime and
eliminate a strong new competitor in several banking markets throughout New
York, Connecticut and New Jersey. The Dime Complaint seeks declaratory and
injunctive relief, including an order enjoining North Fork and FleetBoston from
making any coordinated effort to acquire Dime and an order enjoining
FleetBoston's pending branch sale transaction with Sovereign Bancorp, Inc., and
such other relief as may be granted. North Fork believes that the allegations
against it in the Dime Complaint are without merit and intends to contest the
Dime Complaint vigorously.
VOTING INFORMATION
According to information contained in the Joint Proxy
Statement/Prospectus, as of February 4, 2000, there were 110,899,492 shares of
Dime Common Stock outstanding. Approval of the Proposed Hudson United Merger
requires the affirmative vote of holders of a majority of all outstanding
shares of Dime Common Stock. Broker non-votes and abstentions will have the
same effect as votes against the Proposed Hudson United Merger.
The accompanying GOLD proxy will be voted in accordance with the
stockholder's instructions on such GOLD proxy. Stockholders may vote against
the Proposed Hudson United Merger by marking the proper box on the GOLD proxy.
If no instructions are given, the GOLD proxy will be voted AGAINST the Proposed
Hudson United Merger.
Whether or not you plan to attend the Special Meeting, we urge you to
vote AGAINST the Proposed Hudson United Merger on the enclosed GOLD proxy and
immediately mail it in the enclosed envelope. You may do this even if you have
already sent in a different proxy solicited by Dime's Board of Directors. IT IS
YOUR LATEST DATED PROXY THAT COUNTS. Execution and delivery of a proxy by a
record holder of shares of Dime Common Stock will be presumed to be a proxy
with respect to all shares held by such record holder unless the proxy
specifies otherwise.
You may revoke your proxy at any time prior to its exercise by attending
the Special Meeting and voting in person, by submitting a duly executed later
dated proxy or by submitting a written notice of revocation. Unless revoked in
the manner set forth above, duly executed proxies in the form enclosed will be
voted at the Special Meeting on the Proposed Hudson United Merger in accordance
with your instructions. In the absence of such instructions, such proxies will
be voted AGAINST the Proposed Hudson United Merger.
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NORTH FORK STRONGLY RECOMMENDS A VOTE AGAINST THE
PROPOSED HUDSON UNITED MERGER.
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE GOLD PROXY
TODAY.
IF YOU ALREADY HAVE SENT A PROXY TO THE BOARD OF DIRECTORS OF DIME, YOU
MAY REVOKE THAT PROXY AND VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER
BY SIGNING, DATING AND MAILING THE ENCLOSED GOLD PROXY.
If you have any questions about the voting of your shares, please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telefax, telegraph, the
Internet, newspapers and other publications of general distribution and in
person. Directors, officers and certain employees of North Fork and the other
participants listed on Schedule II hereto may assist in the solicitation of
proxies without any additional remuneration (except as otherwise set forth in
this Proxy Statement).
North Fork has retained D.F. King & Co., Inc. ("D.F. King") for
solicitation and advisory services in connection with solicitations relating to
the Special Meeting, for which D.F. King is to receive a fee estimated not to
exceed $300,000 in connection with the solicitation of proxies for the Special
Meeting. Up to 120 people may be employed by D.F. King in connection with the
solicitation of proxies for the Special Meeting. North Fork has also agreed to
reimburse D.F. King for out-of-pocket expenses and to indemnify D.F. King
against certain liabilities and expenses, including reasonable legal fees and
related charges. D.F. King will solicit proxies for the Special Meeting from
individuals, brokers, banks, bank nominees and other institutional holders.
Directors, officers and certain employees of North Fork may assist in the
solicitation of proxies without any additional remuneration. The entire expense
of soliciting proxies for the Special Meeting by or on behalf of North Fork is
being borne by North Fork.
CERTAIN ARRANGEMENTS WITH
FLEETBOSTON FINANCIAL CORPORATION
On March 5, 2000, North Fork entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with FleetBoston Financial Corporation
("FleetBoston") pursuant to which FleetBoston agreed to purchase (i) 250,000
shares of North Fork's 7.5% Series B Non-Cumulative Convertible Preferred
Stock, par value $1.00 per share and with a liquidation preference of $1,000.00
per share (the "North Fork Preferred"), and (ii) Common Stock Purchase Rights
to acquire 7,500,000 shares of North Fork Common Stock (the "Rights"), for an
aggregate purchase price of $250,000,000.
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The North Fork Preferred will be convertible, in whole or in part, at any
time and from time to time, into shares of North Fork Common Stock at a
conversion price of $18.69 per share of North Fork Common Stock, subject to
certain antidilution adjustments. The Rights will be exercisable, in whole or
in part, at any time and from time to time, for shares of North Fork Common
Stock for a period of ten years after their issuance at a price of $17.88 per
share, subject to certain antidilution adjustments. If North Fork consummates
the North Fork Offer and completes the Proposed North Fork Merger, and issues
the North Fork Preferred and the Rights to FleetBoston, FleetBoston would
beneficially own approximately 20,876,137 shares of North Fork Common Stock
(assuming conversion of the North Fork Preferred and exercise of the Rights),
or approximately 7% of the outstanding North Fork Common Stock after completion
of the Proposed North Fork Merger.
Completion of FleetBoston's purchase of the North Fork Preferred and the
Rights is subject to certain conditions, including (1) satisfaction of the
conditions in the North Fork Offer (without substantial change in the terms and
conditions of the North Fork Offer); (2) acceptance for exchange of shares of
Dime Common Stock tendered in the North Fork Offer; and (3) receipt and
effectiveness of all regulatory approvals required to complete the purchase and
the expiration of all related statutory waiting periods (without the imposition
of any condition or restriction that would be materially adverse to
FleetBoston).
In the Stock Purchase Agreement, North Fork has agreed, subject to the
consummation of the North Fork Offer, to cause Dime to sell to a FleetBoston
subsidiary 17 retail banking offices of Dime that, as of June 30, 1999, had
total deposits of approximately $2.0 billion. Consummation of the branch sale
transaction will be subject to the execution of a definitive branch sale
agreement (which FleetBoston and North Fork have agreed to negotiate in good
faith and enter into reasonably promptly following the consummation of the
North Fork Offer), the receipt and effectiveness of all necessary regulatory
approvals, and the satisfaction of other customary closing conditions. It is
expected that the branch sale would be completed within 120 days of the closing
of the North Fork Offer.
Under the Stock Purchase Agreement, FleetBoston has agreed that, other
than as contemplated in the Stock Purchase Agreement, for a period of two years
it will not, among other things, acquire beneficial ownership of any North Fork
voting securities, make any public announcement with respect to (or submit to
North Fork) any proposal for the acquisition of any North Fork voting
securities or with respect to a merger or other business combination involving
North Fork, unless North Fork shall have made a prior written request to
FleetBoston to submit such proposal, or participate in any solicitation of
proxies to vote any North Fork voting securities (the "North Fork Standstill").
In addition, FleetBoston has agreed that until December 31, 2001, it will not
acquire, or offer to acquire, any voting securities or assets of Dime or Hudson
United, or make any public announcement with respect to (or submit to Dime or
Hudson United) any proposal for the acquisition of any voting securities of
Dime or Hudson United, respectively, or for a merger or other business
combination involving Dime or Hudson United (the "Hudson United/Dime
Standstill"), except that from and after the earlier of the termination of the
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Stock Purchase Agreement and March 31, 2001, FleetBoston may terminate the
Hudson United/Dime Standstill by providing notice to North Fork and paying
North Fork a fee of $2.5 million. In the event that FleetBoston acquires a
majority interest in Dime on or prior to December 31, 2001, FleetBoston must
pay North Fork an additional fee of $2.5 million.
Under the Stock Purchase Agreement, North Fork must pay FleetBoston a fee
of $2.5 million on the earlier of the termination of the Stock Purchase
Agreement and March 31, 2001 if at such time North Fork has not acquired a
majority interest in Dime. If North Fork acquires a majority of the equity
interest in Dime on or prior to the later of the termination of the Stock
Purchase Agreement and March 31, 2001, North Fork must pay FleetBoston a fee of
$5.0 million on the date of the closing of such acquisition (or $2.5 million if
North Fork has paid the $2.5 million fee referred to in the previous sentence).
If North Fork does not acquire Dime and if, subsequent to the termination
of the Hudson United/Dime Standstill, FleetBoston acquires a majority interest
in Dime on or before December 31, 2001, FleetBoston has agreed to cause Dime to
sell to North Fork 5 branch offices with total deposits of approximately $500
million as of June 30, 1999. Consummation of any such transaction would be
subject to conditions comparable to those applicable to the branch purchase by
FleetBoston.
In the Stock Purchase Agreement, North Fork has agreed to operate
substantially in the ordinary course and to refrain from paying or making any
extraordinary dividends or distributions on the North Fork Common Stock. North
Fork has also agreed to indemnify FleetBoston for breaches of the
representations or covenants in the Stock Purchase Agreement and for losses
(including litigation expenses) arising out of North Fork's solicitation of
proxies from holders of Dime Common Stock and the North Fork Offer.
The North Fork Preferred will bear a non-cumulative dividend of 7.5% per
annum (payable quarterly), and will be redeemable, at North Fork's option, in
whole or in part, at any time after the third anniversary of the issuance date
at a redemption price of $1,000 per share, plus declared and unpaid dividends
to the date fixed for redemption. If the North Fork Preferred is not redeemed
on the third anniversary of the issuance date, thereafter North Fork will pay
to the holders thereof additional quarterly non-cumulative cash dividends at
the rate of 2% per annum ($5.00 per share on a quarterly basis) through and
including the fifth anniversary of the issuance date. If the North Fork
Preferred is not redeemed on or before the fifth anniversary of the issuance
date, North Fork thereafter will pay to the holders thereof additional
quarterly non-cumulative cash dividends at the rate of 4% per annum ($10.00 per
share on a quarterly basis). At its option, the Company may pay any such
additional dividends by delivery to the holders of the North Fork Preferred of
shares of North Fork Common Stock having an equivalent value.
Each of the North Fork Preferred, the Rights and any shares of North Fork
Common Stock received upon conversion of the North Fork Preferred or the
exercise of such Rights will be subject to certain transfer restrictions, and
would benefit from customary rights related to the registration of the offering
and sale of the North Fork Preferred, Rights and/or shares of North Fork Common
Stock pursuant to a registration rights agreement.
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There can be no assurance as to the timing of the satisfaction of the
conditions to the consummation of the transactions contemplated by the Stock
Purchase Agreement. The Stock Purchase Agreement may be terminated by mutual
consent. Either North Fork or FleetBoston may terminate the Stock Purchase
Agreement under certain circumstances, including if the acquisition of Dime
Common Stock pursuant to the North Fork Offer has not been consummated by March
31, 2001, if Dime's and Hudson United's stockholders approve the Proposed
Hudson United Merger, or if North Fork publicly announces the abandonment of
its efforts to acquire Dime.
FleetBoston, a Rhode Island corporation with its principal executive
office at One Federal Street, Boston, Massachusetts 02110, is a diversified
financial services company formed by the merger on October 1, 1999 of
BankBoston Corporation with and into Fleet Financial Group, Inc. None of
FleetBoston or any of FleetBoston's officers or directors intends to solicit
proxies from holders of Dime Common Stock in connection with the Special
Meeting or otherwise in connection with the Proposed Hudson United Merger, and
FleetBoston disclaims that it is a participant in such solicitation, although
FleetBoston may be deemed to be a participant by reason of the Stock Purchase
Agreement and the transactions contemplated thereby.
As of the date hereof, except as described below, FleetBoston does not
beneficially own any securities of Dime. As of December 31, 1999, certain
FleetBoston subsidiaries may be deemed to have had beneficial ownership of
79,594 shares of Dime Common Stock, which shares were held in a fiduciary
capacity. FleetBoston disclaims beneficial ownership of all of such shares.
CERTAIN INFORMATION ABOUT NORTH FORK
North Fork is a Delaware corporation with its principal executive offices
located at 275 Broad Hollow Road, Melville, New York 11747. The telephone
number of North Fork at such location is (516) 844-1004.
North Fork is a bank holding company registered under the Bank Holding
Company Act of 1956. North Fork's primary subsidiary, North Fork Bank, a New
York State-chartered, FDIC-insured commercial bank, operates retail banking
facilities throughout Suffolk and Nassau counties on Long Island, New York, as
well as in the New York City boroughs of Manhattan, Queens, Brooklyn and the
Bronx and in Westchester and Rockland counties north of New York City. North
Fork, through North Fork Bank, provides a variety of banking and financial
services to middle market and small business organizations, local government
units and retail customers in the metropolitan New York area. At September 30,
1999, North Fork had assets of $11.9 billion, deposits of $6.6 billion and
stockholders' equity of $717.6 million, and operated 112 retail banking
facilities. At September 30, 1999, on a pro forma basis giving effect to North
Fork's recent acquisitions of Reliance Bancorp, Inc. ("Reliance") and JSB
Financial, Inc. ("JSB"), North Fork had assets of $16.1 billion, deposits of
$9.2 billion and stockholders' equity of $1.2 billion, and operated 154 retail
banking facilities.
On February 18, 2000, North Fork completed its acquisition of Reliance in
a stock-for-stock merger accounted for as a purchase. Reliance's principal
subsidiary,
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Reliance Federal Savings Bank, a savings institution with 29 retail banking
offices in Nassau and Suffolk counties on Long Island, New York, as well as in
the New York City borough of Queens, was merged with North Fork Bank. At
September 30, 1999, Reliance had assets of $2.5 billion, deposits of $1.6
billion and stockholders' equity of $171.7 million.
On February 29, 2000, North Fork completed its acquisition of JSB in a
stock-for-stock merger accounted for as a pooling-of-interests. JSB is the
holding company for Jamaica Savings Bank FSB, a savings institution with 13
retail banking offices in the New York metropolitan area. At September 30,
1999, JSB had assets of $1.6 billion, deposits of $1.1 billion and
stockholders' equity of $374 million.
North Fork is subject to the informational filing requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance therewith, is
obligated to file reports, proxy statements and other information with the
Commission relating to its business, financial condition and other matters.
Information as of particular dates concerning North Fork's directors and
officers, their remuneration, options granted to them, the principal holders of
North Fork's securities and any material interests of such persons in
transactions with North Fork is required to be disclosed in proxy statements
distributed to North Fork's stockholders and filed with the Commission. Such
reports, proxy statements and other information should be available for
inspection at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, Suite 1300, New York, NY 10048
and 500 West Madison Street, Suite 1400, Chicago, IL 60661 (call 1-800-SEC-0330
for hours). Copies of such information should be obtainable by mail, upon
payment of the Commission's customary charges, by writing to the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549-6009. The
Commission also maintains an Internet website at http://www.sec.gov that
contains reports, proxy statements and other information filed electronically
by North Fork. North Fork Common Stock is listed on the NYSE under the symbol
"NFB," and reports, proxy statements and other information concerning North
Fork should also be available at the offices of the NYSE located at 20 Broad
Street, New York, NY 10005.
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains certain 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 the cost
savings expected to result from the proposed acquisition, anticipated results
of operations of the combined company following the proposed acquisition and
projected earnings per share of the combined company following the proposed
acquisition. Generally, the words "will," "may," "should," "continue,"
"believes," "expects," "intends," "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
19
<PAGE>
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.
OTHER INFORMATION
The information concerning Dime, Hudson United and the Proposed Hudson
United Merger contained herein has been taken from or based upon, and is
qualified in its entirety by, publicly available documents on file with the
Commission and other publicly available information. North Fork does not take
any responsibility for the accuracy or completeness of such information or for
any failure by Dime to disclose events that may have occurred and may affect
the significance or accuracy of any such information.
The information contained in this Proxy Statement concerning the North
Fork Offer is qualified in its entirety by reference to the more detailed
information to be contained in the North Fork Offer to Purchase and the related
Letter of Transmittal.
North Fork is not aware of any other matter to be considered at the
Special Meeting. However, if any other matter properly comes before the Special
Meeting, North Fork will vote all proxies held by it as North Fork, in its sole
discretion, may determine.
According to information contained in the Proxy Statement for Dime's 1999
Annual Meeting of Stockholders filed with the Commission on March 31, 1999 (the
"Dime 1999 Annual Meeting Proxy"), in order to be considered for inclusion in
Dime's proxy statement for the annual meeting of its stockholders to be held in
2000, all stockholder proposals must have been submitted to the Secretary of
Dime at its offices at 589 Fifth Avenue, New York, New York 10017, on or before
December 2, 1999. Under Dime's By-laws, stockholder nominations for director
and stockholder proposals not included in Dime's 2000 proxy statement, in order
to be considered for possible action by stockholders at the 2000 annual meeting
of stockholders, must have been submitted to the Secretary of Dime, at the
address set forth above, not less than 60 nor more than 90 days in advance of
March 31, 2000. In addition, all stockholder nominations and stockholder
proposals must meet other applicable criteria set forth in the By-laws of Dime
in order to be considered at the 2000 annual meeting.
North Fork Bancorporation, Inc.
Dated: March 11, 2000
20
<PAGE>
If you have any questions or need assistance in voting your shares, please
call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
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<PAGE>
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<PAGE>
SCHEDULE I
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT OF DIME
According to information contained in the Joint Proxy
Statement/Prospectus, as of February 4, 2000, there were 110,899,492 shares of
Dime Common Stock outstanding. Pursuant to the Hudson United Option Agreement,
Dime granted Hudson United an option to purchase up to 22,271,682 shares of
Dime Common Stock. The information concerning Dime and the Proposed Hudson
United Merger contained herein has been taken from or based upon publicly
available documents on file with the Commission and other publicly available
information. North Fork does not take any responsibility for the accuracy or
completeness of such information or for any failure by Dime to disclose events
that may have occurred and may affect the significance or accuracy of any such
information.
The following table sets forth certain information, which was taken from
the Dime 1999 Annual Meeting Proxy, regarding the beneficial ownership of Dime
Common Stock outstanding as of January 31, 1999 by (a) each of Dime's current
directors, (b) each of the named executive officers, (c) all of Dime's
directors and executive officers as a group, and (d) each person who, to Dime's
knowledge, beneficially owned more than 5% of the outstanding Dime Common
Stock.
<TABLE>
<CAPTION>
Beneficial Ownership
Name of Beneficial Owner As of January 31, 1999 (1)
- -------------------------------- ---------------------------
Shares Percent
---------------- --------
<S> <C> <C>
Lawrence J. Toal ............... 655,034(2) *
Derrick D. Cephas .............. 5,500 *
Frederick C. Chen .............. 18,360 *
J. Barclay Collins II .......... 5,500 *
Richard W. Dalrymple ........... 32,049(3) *
James F. Fulton ................ 9,662(4) *
Sally Hernandez-Pinero ......... 2,600 *
Fred B. Koons .................. 80,429 *
Virginia M. Kopp ............... 13,745(5) *
James M. Large, Jr ............. 403,776 *
John Morning ................... 9,405 *
Margaret Osmer-McQuade ......... 25,488(6) *
Dr. Paul A. Qualben ............ 28,506 *
Eugene G. Schulz, Jr ........... 15,658 *
I-1
<PAGE>
Howard Smith .............................. 54,500 *
Dr. Norman R. Smith ....................... 5,500 *
Ira T. Wender ............................. 21,375 *
Anthony R. Burriesci ...................... 133,153 *
Carlos R. Munoz ........................... 77,683 *
D. James Daras ............................ 151,206(3)(7) *
FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109 ............... 7,359,904(8) 6.61%
All Directors and Executives as a Group (23
persons) ................................. 1,978,510(3) 1.77%
</TABLE>
- ----------
* Beneficial ownership does not exceed 1% of the outstanding Shares.
(1) The directors, nominees, executive officers, and group named in the table
above have sole or shared voting power or investment power with respect
to the shares listed in the table. Certain of such shares are restricted
stock that may be subject to repurchase by Dime under certain
circumstances. The share amounts listed include shares of Dime's common
stock that the following persons have the right to acquire within 60 days
from January 31, 1999: Lawrence J. Toal, 448,658; James M. Large, Jr.,
253,834; each of Derrick D. Cephas, J. Barclay Collins II, Richard W.
Dalrymple, Eugene G. Schulz, Jr., Howard Smith, and Norman R. Smith,
3,500; each of Frederick C. Chen, James F. Fulton, Sally
Hernandez-Pinero, Virginia M. Kopp, John Morning, Margaret Osmer-McQuade,
Paul A. Qualben and Ira T. Wender, 500; Fred B. Koons, 28,899; Anthony R.
Burriesci, 72,233; Carlos R. Munoz, 41,333; D. James Daras, 113,164; and
all current directors and executive officers as a group, 1,129,671.
(2) Includes 334 shares held by Mr. Toal's spouse, as to which he disclaims
beneficial ownership.
(3) Includes shares held by the Trustee of Dime's 401(k) plan with respect to
the account of the individual or certain members of the group based on
reports dated as of December 31, 1998.
(4) Includes an aggregate of 832 shares owned by or in trust for Mr. Fulton's
spouse, as to which he disclaims beneficial ownership.
(5) Includes an aggregate of 3,000 shares owned by or in trust for Mrs.
Kopp's spouse, as to which she disclaims beneficial ownership.
(6) Includes 7,000 shares owned in trust for Ms. Osmer-McQuade's spouse, as
to which she disclaims beneficial ownership.
(7) Includes 2,100 shares owned in trust for Mr. Daras' spouse, as to which
he disclaims beneficial ownership.
I-2
<PAGE>
(8) The information as to FMR Corp. is derived from a Schedule 13G, dated
February 1, 1999, filed by FMR, Edward C. Johnson 3d, and Abigail P.
Johnson (together with FMR and Edward Johnson, the "Reporting Person"),
which states that, as of December 31, 1998, the Reporting Person, through
certain of its affiliates, had sole voting power with regard to 457,400
of the shares indicated above, shared voting power with regard to none of
such shares, sole dispositive power with regard to 7,359,904 of such
shares, and shared dispositive power with regard to none of such shares.
The Schedule 13G also states that the shares indicated above include
276,570 shares beneficially owned by Fidelity International Limited, as
to which FMR disclaims beneficial ownership.
I-3
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<PAGE>
SCHEDULE II
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF NORTH FORK AND OTHER PERSONS WHO MAY SOLICIT PROXIES
The following table sets forth the name and title of persons who may be
deemed to be participants on behalf of North Fork in the solicitation of
proxies from the stockholders of Dime.
DIRECTORS AND EXECUTIVE OFFICERS OF NORTH FORK
<TABLE>
<CAPTION>
NAME POSITIONS
- -------------------------------- -------------------------------------------
<S> <C>
John A. Kanas .................. Chairman of the Board, President and Chief
Executive Officer
John Bohlsen ................... Vice Chairman
Thomas M. O'Brien .............. Vice Chairman
Park T. Adikes ................. Director
Irvin L. Cherashore ............ Director
Allan C. Dickerson ............. Director
Lloyd A. Gerard ................ Director
Daniel M. Healy ................ Executive Vice President, Chief Financial
Officer and Director
Patrick E. Malloy, III ......... Director
Raymond A. Nielson ............. Director
James F. Reeve ................. Director
George H. Rowsom ............... Director
Kurt R. Schmeller .............. Director
Raymond W. Terry, Jr ........... Director
Kevin O'Connor ................. Executive Vice President
</TABLE>
As of the date of this Proxy Statement, North Fork beneficially owns
690,900 shares of Dime Common Stock, and Park T. Adikes beneficially owns 100
shares of Dime Common Stock. Other than as set forth herein, as of the date of
this Proxy Statement, neither North Fork nor any of the other participants
listed in this Schedule II has any interest, direct or indirect, by security
holdings or otherwise, in Dime.
II-1
<PAGE>
OTHER PERSONS WHO MAY ALSO SOLICIT PROXIES
North Fork has retained Salomon Smith Barney and Sandler O'Neill &
Partners, L.P. ("Sandler O'Neill" and together with Salomon Smith Barney, the
"Financial Advisors") to act as its financial advisors in connection with the
North Fork Offer for which the Financial Advisors may receive substantial fees,
as well as reimbursement of reasonable out-of-pocket expenses. In addition,
North Fork has agreed to indemnify the Financial Advisors and certain related
persons against certain liabilities, including certain liabilities under the
federal securities laws, arising out of their engagement. Neither Salomon Smith
Barney nor Sandler O'Neill admits that it or any of its partners, directors,
officers, employees, affiliates or controlling persons, if any, is a
"participant" as defined in Schedule 14A promulgated under the Exchange Act, in
the solicitation of proxies, or that Schedule 14A requires the disclosure of
certain information concerning it.
<TABLE>
<CAPTION>
NAME POSITIONS
- ----------------------------------- --------------------------
<S> <C>
Representatives of Salomon Smith
Barney:
David M. Head ..................... Managing Director
James M.Harasimowicz .............. Director
Gideon Asher ...................... Director
Paul D. Sowell II ................. Vice President
Tamara Rubinoff ................... Associate
Representatives of Sandler O'Neill:
Herman S. Sandler ................. Senior Managing Principal
Christopher Quackenbush ........... Principal
</TABLE>
Salomon Smith Barney's principal business address is 388 Greenwich
Street, New York, New York 10013. Salomon Smith Barney engages in a full range
of investment banking, securities trading, market-making and brokerage services
for institutional and individual clients. In the normal course of its business,
Salomon Smith Barney may trade the debt and equity securities of Dime for its
own account and the accounts of its customers, and, accordingly, may at any
time hold a long or short position in such securities. Salomon Smith Barney has
informed North Fork that, as of the close of business on March 3, 2000, Salomon
Smith Barney and its affiliates owned 465,118 shares of Dime Common Stock for
its own account. Salomon Smith Barney and certain of its affiliates also may
have voting and dispositive power with respect to certain shares of Dime Common
Stock held in asset management, brokerage and other accounts. Salomon Smith
Barney and such affiliates disclaim beneficial ownership of such shares of Dime
Common Stock.
Sandler O'Neill's principal business address is Two World Trade Center,
New York, New York 10048. Sandler O'Neill engages in a full range of investment
banking, securities trading, market-making and brokerage services for
institutional and individual clients. In the normal course of its business,
Sandler O'Neill may trade the debt and equity securities
II-2
<PAGE>
of Dime for its own account and the accounts of its customers, and,
accordingly, may at any time hold a long or short position in such securities.
Sandler O'Neill has informed North Fork that, as of the close of business on
March 3, 2000, Sandler O'Neill and its affiliates owned no shares of Dime
Common Stock for their own account. Sandler O'Neill has also informed North
Fork that, as of the close of business on March 3, 2000, Sandler O'Neill Asset
Management LLC, which may be deemed to be an affiliate of Sandler O'Neill, had
voting and dispositive power over 145,000 shares of Dime Common Stock and that
Sandler O'Neill also may have voting and dispositive power with respect to
certain shares of Dime Common Stock held in brokerage and other accounts.
Sandler O'Neill disclaims beneficial ownership of such shares of Dime Common
Stock.
II-3
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<PAGE>
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<PAGE>
IMPORTANT
If your shares are held in your own name, please sign, date and return
the enclosed GOLD proxy card today. If your shares are held in "Street-Name,"
only your broker or bank can vote your Shares and only upon receipt of your
specific instructions. Please return the enclosed GOLD proxy card to your
broker or bank and contact the person responsible for your account to ensure
that a GOLD proxy is voted on your behalf.
Do not sign any proxy card you may receive from Dime.
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF NORTH FORK BANCORPORATION, INC.
IN OPPOSITION TO THE SOLICITATION BY THE DIME BANCORP, INC. BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
OF DIME BANCORP, INC.
TO BE HELD ON MARCH 24, 2000
The undersigned stockholder of Dime Bancorp, Inc. ("Dime") hereby appoints
Linda Bishop and Kathleen H. Martin and each or any of them, attorneys and
proxies of the undersigned, with full power of substitution, to vote all of the
shares of common stock, par value $0.01 per share, of Dime which the
undersigned is entitled to vote at the Special Meeting of Stockholders of Dime
to be held on March 24, 2000, at a time and place to be announced by Dime, and
at any adjournments, postponements, continuations or reschedulings thereof (the
"Special Meeting"), with all the powers the undersigned would possess if
personally present at the Special Meeting.
NORTH FORK RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 1 BELOW.
1. Adoption of the agreement and plan of merger, dated as of September 15,
1999, between Hudson United Bancorp and Dime Bancorp, Inc., as
amended and restated on December 27, 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. In their discretion, upon such other matters as may properly come before
the Special Meeting.
[X] PLEASE MARK YOUR VOTE AS THIS EXAMPLE. (CONTINUED AND TO BE SIGNED ON
REVERSE SIDE.)
<PAGE>
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder and at the discretion of the proxy holders as to
any other business that may properly come before the special meeting. If you
do not indicate how you want to vote, your proxy will be counted as a vote
AGAINST adoption of the merger agreement.
PLEASE COMPLETE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED,
POSTAGE-PREPAID, BUSINESS REPLY ENVELOPE. THIS PROXY REVOKES ALL PRIOR PROXIES
GIVEN BY THE UNDERSIGNED WITH RESPECT TO THE MATTERS COVERED HEREBY.
DATED
------------------------------
SIGNATURE(S)
------------------------------
------------------------------
SIGNATURES, IF HELD JOINTLY
Please sign your name exactly
as it appears hereon. When
signing as attorney, executor,
administrator, trustee or
guardian, please give your
full title. If a corporation,
please sign in full corporate
name by the president or other
authorized officer. If a
partnership, please sign in
the partnership name by
authorized person(s).
If you need assistance in voting your shares, please call North Fork's proxy
solicitor, D.F. King & Co., Inc., toll-free at 1-800-755-7250.
