Filed by North Fork Bancorporation, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rules 14d-2 and 14a-12 of the Securities
Exchange Act of 1934
Subject Company: Dime Bancorp, Inc.
Commission File No. 001-13094
NORTH FORK BANCORP
275 Broad Hollow Road
Melville, NY 11747
(631) 844-1258
(631) 844-1471
FOR IMMEDIATE RELEASE
Contact: Daniel M. Healy
Robert Siegfried/Jeremy Fielding Executive Vice President
Kekst and Company Chief Financial Officer
212-521-4800 516-844-1258
NORTH FORK RESPONDS TO DIME BANCORP
REJECTION OF ITS EXCHANGE OFFER
MELVILLE, N.Y. - MARCH 7, 2000 - NORTH FORK BANCORPORATION, INC.
(NYSE:NFB) In response to Dime Bancorp, Inc.'s rejection of North Fork
Bancorporation, Inc.'s premium offer to acquire all outstanding shares of
Dime Bancorp, Inc., John Adam Kanas, Chairman, President and Chief
Executive Officer of North Fork, observed that "Dime's recent comments
rejecting North Fork's offer might strike some as humorous if they weren't
costing Dime shareholders so much money. Considering that Dime senior
officers and directors collectively own less than one percent of Dime's
outstanding shares, I suppose this type of response was predictable." He
continued, "The argument describing a combination with North Fork as a
'step backward' is merely self-serving given the fact that North Fork is
widely respected as one of the best performing commercial banks in America
today. Apparently, S&P doesn't agree with Dime management either, since
they just placed Dime on Credit-Watch with positive implications because of
the possibility of being acquired by a higher-rated entity."
"It is curious that Dime management labeled our offer as
inadequate when the implied value in the ill-conceived Hudson United
merger, which they are recommending, is currently less than $12 per share,"
said Mr. Kanas. He added, "The only premium being paid in the Hudson
United deal is to Dime management."
As previously reported, on March 7, 2000, Dime announced that its
board of directors rejected North Fork's proposed exchange offer of .9302
shares of North Fork common stock and $2 in cash for each outstanding Dime
share. A special meeting of the Dime shareholders is scheduled for March
15, 2000 seeking their approval. North Fork's offer is conditioned upon
Dime shareholders voting against the Hudson United merger.
DIME SHAREHOLDERS IN NEED OF ASSISTANCE OR HAVING ANY QUESTIONS
VOTING THEIR SHARES SHOULD CALL:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
Investors and security holders are advised to read North Fork's preliminary
proxy statement with respect to North Fork's solicitation of proxies
against the proposed Dime/Hudson merger, which is on file 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 preliminary 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 for free from North Fork by directing such
request to: North Fork Bancorporation, Inc., 275 Broad Hollow Road,
Melville, New York 11747, Attention: Corporate Secretary, telephone:
(516) 844-1004.
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 by North Fork with the Securities and
Exchange Commission on March 7, 2000.
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