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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/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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0-11.
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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
NORTH FORK ANNOUNCES VICTORY OVER DIME
IN DELAWARE COURT
MELVILLE, NEW YORK, NOVEMBER 9, 2000 -- North Fork Bancorporation, Inc.
(NYSE:NFB) announced today that the Court of Chancery of the State of
Delaware issued an opinion yesterday confirming North Fork's position that
the class of directors of Dime Bancorp, Inc. nominated by Dime for
re-election at its annual meeting of stockholders held in July were not
re-elected to a new three-year term and that such class of directors must
stand for re-election at Dime's annual meeting of stockholders to be held
next year. In rejecting Dime's arguments in the case, the court stated that
it "refuse[d] to disenfranchise the 70 percent of Dime stockholders who
expressed a preference in this election."
As a result of the court's decision, approximately two-thirds of Dime's
board of directors will stand for re-election at Dime's 2001 annual meeting
of stockholders. As previously announced, North Fork currently intends to
run an opposing slate of directors at the annual meeting and has already
named five of its nominees earlier this year. Those nominees are Geraldine
Ferraro, Muriel Siebert, Josiah Austin, Warren Marcus and A. Robert Towbin.
"We are gratified that the Chancery Court has vindicated our position on
the Dime vote," said John A. Kanas, Chairman, President and Chief Executive
Officer of North Fork. "As we have maintained throughout this contest, we
believe Dime's management and its Board of Directors have consistently
ignored the views and interests of Dime's stockholders. Nowhere was this
more egregious than when they sought to ignore the legitimate vote of
Dime's stockholders at the annual meeting earlier this year, where Dime's
stockholders overwhelmingly rejected Dime's director nominees by more than
a two-to-one margin. The Chancery Court's opinion yesterday confirms our
view regarding the extent to which Dime has attempted to override the clear
mandates of its stockholders."
* * * * *
Investors and security holders are advised to read North Fork's proxy
statement (when it becomes available) with respect to the persons to be
nominated by North Fork for election to the Dime board of directors at the
Dime 2001 annual meeting of Dime stockholders. 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. 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.
North Fork, its directors and executive officers and the persons to be
nominated by North Fork to serve on the Dime board of directors may be
deemed to be "participants" in North Fork's proposed solicitation of
proxies from Dime stockholders. A detailed list of the names, affiliations
and interests of the participants in the proposed solicitation is contained
in a statement on Schedule 14A filed August 10, 2000 by North Fork with the
Securities and Exchange Commission.
