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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported) March 13, 2000
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NORTH FORK BANCORPORATION, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10458 36-3154608
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
275 Broad Hollow Road Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (516) 844-1004
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ITEM 5. OTHER EVENTS.
North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"),
announced on March 13, 2000 that ISS, Institutional Shareholder Services, has
re-issued a research report on the proposed merger of Dime Bancorp, Inc.
("Dime") and Hudson United Bancorp recommending that Dime shareholders vote
against the merger in light of North Fork's superior offer to acquire Dime.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
99.1 Press Release issued by North Fork Bancorporation, Inc. on
March 13, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunder duly authorized.
Dated: March 13, 2000
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
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Name: Daniel M. Healy
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release issued by North Fork Bancorporation, Inc. on March 13,
2000.
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EXHIBIT 99.1
CONTACTS:
PRESS: INVESTOR:
KEKST AND COMPANY NORTH FORK BANCORPORATION
Robert Siegfried/Victoria Weld/Jeremy Fielding Dan Healy
212-521-4800 516-844-1258
FOR IMMEDIATE RELEASE
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ISS RESEARCH REPORT RECOMMENDS DIME SHAREHOLDERS VOTE
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AGAINST DIME-HUDSON UNITED MERGER
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Melville, New York, March 13, 2000 - North Fork Bancorporation, Inc. (NYSE:NFB)
today announced that ISS, Institutional Shareholder Services, the nation's
leading investor proxy voting advisory service, has re-issued a research report
on the proposed Dime Hudson United merger recommending Dime shareholders vote
against the merger in light of North Fork's superior offer to acquire Dime. The
ISS report states:
"Based on current stock prices, the value of North Fork's proposed offer
represents a significant improvement over the consideration Dime shareholders
would receive in the merger with Hudson....
"We believe that where a new offer trumps an existing one by such a significant
margin, it raises legitimate questions about the sufficiency of the original
bid."
"...the arrival of a substantially higher bid than implied by the Hudson
transaction, even at this late date, should compel the board and shareholders to
consider whether there are superior alternatives to merging with Hudson."
"...it would be unreasonable to compare the value of North Fork's offer based on
its current price to a high Dime price of almost six months ago. A more valid
comparison at this point is between North Fork's offer value and that of Hudson.
Based on both companies' respective September prices and those of today, North
Fork's offer is substantially more generous to Dime shareholders."
"In particular, we note that the Hudson transaction was not the product of an
exhaustive examination of various potential merger partners or an open
solicitation for bids."
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"In sum, we do not agree with Dime management that the value of [the] North Fork
proposal is clearly inferior to what shareholders would realize through a
Dime-Hudson merger. North Fork's current offer value is plainly superior...."
"As an initial matter, therefore, we conclude that the value reflected by North
Fork's offer appears significant enough to warrant postponement of the Hudson
transaction. If North Fork...is willing to pay substantially more than the value
reflected by the Hudson merger, shareholders would be best served by being given
every opportunity to field and consider such bids."
John A. Kanas, Chairman, President and Chief Executive Officer of North Fork
Bancorporation, said, "The re-issuance of the ISS report validates North Fork's
offer and further amplifies the need for Dime's management and Board to
recognize their fiduciary responsibility and act accordingly."
The entire ISS research report can be viewed at North Fork's website
www.northforkbank.com.
North Fork now has approximately $16 billion in assets and operates from 154
branch locations throughout the New York Metropolitan area and Connecticut.
Investors and security holders are advised to read North Fork's proxy statement
with respect to North Fork's solicitation of proxies against the proposed
Dime/Hudson United merger, filed with the Securities and Exchange Commission,
and North Fork's registration statement with respect to its exchange offer for
Dime common stock, when it becomes available, because each of these documents
contains, or will contain, important information. Investors and security holders
may obtain a free copy of the proxy statement, the exchange offer registration
statement (when available) and other documents filed by North Fork with the SEC
at the SEC's Internet web site at www.sec.gov. The proxy statement, the exchange
offer registration statement (when available) and such other documents may also
be obtained free of charge by overnight mail or direct electronic transmission
by calling D.F. King &Co., Inc. toll-free at 1-800-755-7250.
North Fork, its directors and executive officers and certain other persons may
be deemed to be "participants" in North Fork's solicitation of proxies from Dime
stockholders. A detailed list of the names, affiliations and interests of the
participants in the solicitation is contained in a statement on Schedule 14A
filed March 7, 2000 by North Fork with the Securities and Exchange Commission.
