Filed by North Fork Bancorporation, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
Subject Company: Dime Bancorp, Inc.
Commission File No. 001-13094
FOR IMMEDIATE RELEASE INVESTOR: DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
631-844-1258
PRESS: KEKST AND COMPANY
ROBERT D. SIEGFRIED
212-521-4832
NORTH FORK SEES MAJOR VICTORY OVER DIME BANCORP
AT DIME ANNUAL MEETING
NEW YORK, N.Y. - JULY 14, 2000 - NORTH FORK BANCORPORATION, INC. (NYSE:NFB)
said today that Dime Bancorp, Inc.'s shareholders have voted by a margin of
greater than 2 to 1 to reject Dime's Board nominees at Dime's Annual
Meeting held earlier today. North Fork said it delivered to the independent
inspectors of election proxies voting to withhold authority for Dime's
director nominees totaling approximately 54.6 million shares, or more than
70% of the shares represented at the meeting.
"We are very gratified by the overwhelming show of support we have received
from Dime's shareholders," said John A. Kanas, Chairman, President and
Chief Executive Officer of North Fork. "This vote should send a strong and
unambiguous message to Dime's Board of Directors that Dime's shareholders
do not support Dime's status quo strategy and that Dime's shareholders want
Dime to commence merger negotiations with North Fork immediately.
Unfortunately, in light of the repeated unconscionable conduct on the part
of Dime's board, as evidenced most recently by its outrageous, value
destroying transaction with Warburg Pincus, we are unable to be optimistic
that such negotiations will occur.
"The good news is that because Dime's nominees have not been reelected, a
majority of Dime's board will now be up for reelection no later than Dime's
2001 annual meeting. However, as is typical of Dime's disregard of its
shareholders, Dime evidently is now taking the position that its nominees
will continue to serve for another three-year term, even though a majority
of its shareholders voting at the annual meeting have voted otherwise.
Accordingly, we have no choice but to commence litigation in Delaware
Chancery Court seeking an order declaring Dime's position invalid."
* * * * *
Investors and security holders are advised to read North Fork's
registration statement and tender offer statement with respect to its
exchange offer for Dime common stock, North Fork's proxy statement with
respect to North Fork's proposed solicitation of proxies from Dime
stockholders in connection with Dime's 2000 annual meeting of stockholders,
and any amendments or supplements to any of such documents (when they
become available), because each of these documents contains, or will
contain, important information. Investors and security holders may obtain a
free copy of the exchange offer registration statement, the tender offer
statement, the proxy statement, any amendments or supplements to any of
such documents (when they become available), and any other documents filed
by North Fork with the SEC, at the SEC's Internet web site at www.sec.gov.
Each of these documents may also be obtained free of charge by overnight
mail or direct electronic transmission by calling North Fork's information
agent, D.F. King & Co., Inc. toll-free at 1-800-755-7250.
