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
DIME IGNORES SHAREHOLDER INTERESTS AGAIN
NORTH FORK TO PURSUE EXCHANGE OFFER AND PROXY
SOLICITATION
MELVILLE, N.Y. - JULY 7, 2000 - (NYSE:NFB) In response to the
announcement by Dime Bancorp, Inc. yesterday concerning the proposed
investment in Dime by Warburg, Pincus Equity Partners, John Adam Kanas,
Chairman, President and Chief Executive Officer of North Fork said, "Just
when we thought that this board and management team had run out of ways to
abuse their shareholders, they produce this. Dime's transaction with
Warburg Pincus speaks for itself. It is a shameful act of
self-preservation. Wall Street sources estimate the value of the warrants
issued to Warburg at $5 per share. As such, Dime is issuing shares to
Warburg at $12.50 and proposing to buy back the same number of shares at up
to $18 per share. The difference is dilution to Dime shareholders and a
transfer of value from Dime's existing shareholders to Warburg. We think
further dilution is likely by the yet to be defined restructuring of Dime's
balance sheet. This kind of desperate transaction is more typically
undertaken by companies in extreme financial difficulty. That is certainly
not the case with Dime, especially since North Fork Bank stands ready to
pay a full price for the entire company right now."
North Fork made the following observations about Dime's transaction:
o It should be obvious to the world by now that North Fork's is
the only bid for Dime. Since they never let North Fork
participate in their "comprehensive process," Dime still has no
idea what North Fork's final offer will be.
o We should all be concerned about the value at which Dime's
shares will trade after its self-tender. Remember, only 12.5% of
their shares are being tendered for by Dime and if North Fork
loses its proxy solicitation against Dime's director nominees,
it will withdraw its bid.
o Dime will purchase only 12.5% of the company under its
self-tender for a price below what Dime just paid Hudson United
for its shares.
o Dime's press release announcing its Warburg, Pincus transaction
is grossly misleading and, fortunately, transparent. North Fork
is confident that Dime shareholders will see through Dime's
self-serving rhetoric.
o Dime touts its stock performance while totally disregarding the
fact that North Fork's offer was supporting Dime's stock price.
o Dime's board refers to the consideration of our offer as a
"diligent review" yet it was turned down within 24 hours. North
Fork attempted to discuss its offer with Dime repeatedly and
Dime wouldn't even return North Fork's phone calls.
o Dime characterizes Warburg's investment as an endorsement of
Dime's business practices and has the audacity to assert that
Warburg's investment on a non-takeover basis is at a value
consistent with North Fork's offer, thus confirming the
inadequacy of North Fork's offer. This grossly false and
misleading statement is true only if one were to ascribe no
value to the 7-year warrants to purchase 13.6 million shares
that Warburg, Pincus is getting in the deal.
o Dime characterizes Warburg's investment as an endorsement of
Dime's business practices. A child would recognize this
statement as stunningly false and misleading.
Mr. Kanas added: "This board continues to spend tens of millions of
dollars to keep its shareholders from getting fair value for their stock.
This new attempt to entrench themselves is a repugnant act and sets a new
low watermark for bad corporate governance. If ever there were a doubt in
any shareholder's mind as how to vote in the upcoming election, this recent
development should eliminate it. Now, more than ever, we urge shareholders
to vote to "withhold authority" on the gold proxy card. We also urge
shareholders to come to the annual meeting on July 14 and let their
feelings be known directly to the Dime board. If we win this proxy
solicitation, we will continue to move forward and seek to elect a majority
of new directors at Dime's annual meeting next year. These new directors
will be committed to selling Dime to the highest bidder at that time. As we
have also said, if our solicitation to withhold authority is not
successful, we will withdraw our bid."
* * * * *
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.
