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
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/ / Preliminary Proxy Statement
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/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to Rule 14a-12
/ / Confidential, for the use of the Commission
only (as permitted by Rule 14a-6(e)(2))
DIME BANCORP, INC.
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(Name of Registrant As Specified In Its Charter)
NORTH FORK BANCORPORATION, INC.
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NORTH FORK BANCORP
275 BROADHOLLOW ROAD, MELVILLE, NY 11747 (631) 844-1258 FAX (631) 844-1471
FOR IMMEDIATE RELEASE INVESTOR: DANIEL M. HEALY
--------------------- EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
(631) 844-1258
PRESS: KEKST AND COMPANY
ROBERT D. SIEGFRIED
(212) 521-4800
NORTH FORK ANNOUNCES EXPIRATION OF DIME EXCHANGE OFFER,
ITS COMMITMENT TO PURSUE A RECONSTITUTED DIME BOARD,
A 10% COMMON SHARE REPURCHASE PROGRAM
AND QUARTERLY CASH DIVIDEND
MELVILLE, N.Y. - SEPTEMBER 28, 2000 - NORTH FORK BANCORPORATION, INC.
(NYSE: NFB) announced today that its Board of Directors, at a reconvened
board meeting, approved the following significant corporate actions:
o A decision to have the Exchange Offer for the proposed acquisition of
Dime Bancorp, Inc. expire on September 29, 2000, while reaffirming
its commitment to replace two-thirds of Dime's Board
o A common stock repurchase program of up to 10% of outstanding shares
or approximately 17 million shares, and
o The declaration of a regular quarterly dividend of 18 cents per
common share
Commenting on these actions, John Adam Kanas, Chairman, President and
Chief Executive Officer said, "With yesterday's approval, the Federal
Reserve now joins the other regulatory agencies in clearing the path for
North Fork to acquire Dime. This recent action effectively refutes Dime's
allegations regarding North Fork's management, its ability to integrate
both organizations, North Fork's cost savings estimates, anti-trust
violations and other matters. Despite these validations and Dime
shareholders' overwhelming support of our proposal to withhold authority at
their most recent annual meeting, we believe that it is unlikely that the
present Dime Board will engage in the constructive dialogue we have been
seeking. Accordingly, we have concluded to allow the formal exchange offer
to expire at this time. We are appreciative of the tremendous support
demonstrated by our own shareholders during this period. We cannot,
however, continue to allow the pendency of the exchange offer to impede our
ability to take advantage of other value-building strategies that are
eminently executable."
Regarding today's buyback announcement, Kanas commented, "These
measures are directed toward giving North Fork shareholders the benefit of
our rapidly accumulating capital with a repurchase program that we could
not have undertaken while the Dime Exchange Offer remained outstanding."
With regard to the nomination of an opposition slate of Directors,
North Fork affirmed its intention to continue to pursue a reconstitution of
Dime's board of directors by nominating a majority of new board candidates
to oppose the two classes of Dime's directors that North Fork believes must
be put up for election no later than at the next annual meeting. Five of
those candidates have already been announced in connection with North
Fork's attempt to have Dime conduct a special meeting to fill the seats
currently occupied by the directors that failed to be re-elected at Dime's
annual meeting. North Fork's nominees will be committed to pursuing the
sale or merger of Dime with a view toward maximizing value for Dime
shareholders.
North Fork also said that in light of the expiration of the exchange
offer, it will be terminating its agreement with FleetBoston Financial
Corp. pursuant to which Fleet would have made an equity investment in North
Fork to finance the cash portion of the offer.
The common stock repurchase program of up to 10% of shares
outstanding will be done from time to time in open market or through
private transactions, subject to market conditions. The repurchased shares
will be used for general corporate purposes. At June 30, 2000, the
Company's leverage ratio approximated 9%, well in excess of regulatory
requirements.
The quarterly cash dividend of 18 cents per share is payable on
November 15, 2000 to shareholders of record on October 26, 2000.
North Fork, with total assets of approximately $15 billion, operates
154 branch locations throughout the New York Metropolitan area and
Connecticut.
* * * * *
Investors and security holders are advised to read North Fork's proxy
statement (when it becomes available) with respect to the persons nominated
by North Fork to serve on the Dime board of directors in the event that a
special meeting of Dime stockholders is called by Dime for the purpose of
electing directors to the Dime board of directors. Investors and security
holders may obtain a free copy of the proxy statement (when it becomes
available), any amendments or supplements thereto (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. Copies 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.,
toll-free at 1-800-755- 7250.
North Fork, its directors and executive officers and the persons nominated
by North Fork to serve on the Dime board of directors 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 on August 10, 2000 by North Fork with the Securities and
Exchange Commission.
