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
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for the
use of the Commission
only (as permitted by
/ / Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to Rule 14a-12
DIME BANCORP, INC.
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(Name of Registrant As Specified In Its Charter)
NORTH FORK BANCORPORATION, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0- 11: (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
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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 EXTENDS DIME OFFER, RESPONDS TO
RECENT DIME DISCLOSURES
MELVILLE, N.Y. - MAY 26, 2000 - NORTH FORK BANCORPORATION, INC. (NYSE:NFB)
announced today that, in accordance with its previously disclosed
intention, it officially extended its pending exchange offer to acquire
Dime Bancorp, Inc., until June 30, 2000. To date, approximately 12.5
million Dime common shares have been tendered. "We noted with skepticism
Dime's recent announcement regarding the pursuit of a 'strategic
transaction'," stated John Adam Kanas, Chairman, President and Chief
Executive Officer. "We are particularly intrigued by the vagueness of their
process and we remain completely unconvinced that it will produce a sale of
the company," he said.
"By claiming to undertake this process, we believe Dime is attempting to
convince its shareholders that it is 'doing the right thing' in order to
generate shareholder support at the upcoming Dime annual meeting. However,
we are convinced there is a genuine risk that Dime will hide behind its
newly initiated 'merger discussion process' through the annual meeting,
after which it will eventually announce that it was unable to come to terms
with any third party concerning a transaction. By tendering your shares to
North Fork and voting to 'withhold authority' for the Dime's director
nominees at the meeting, shareholders can send a strong and unequivocal
message to the Dime Board of Directors that you want to see Dime sold now,
that you do not want Dime to remain independent, and that Dime should
engage in good faith merger negotiations with all interested parties,
including North Fork, " said Mr. Kanas. "We encourage the Dime shareholders
to vote to 'withhold authority' on any proxy card you receive in order to
have your vote against Dime management recorded and to tender your shares
now," he said.
North Fork said that it expects to be sending out proxy materials shortly
to solicit votes from Dime shareholders to withhold authority for Dime's
director nominees.
North Fork also indicated that it made yet another request to be involved
in Dime's self-described strategic option process and has not been invited
to participate in that process despite this request. "Their refusal to
include all parties into their process underscores their ongoing
insincerity toward the entire matter," said Mr. Kanas.
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 preliminary 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.
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 North
Fork's preliminary proxy statement on Schedule 14A, filed with the
Securities and Exchange Commission on May 22, 2000, with respect to its
proposed solicitation of proxies from Dime stockholders in connection with
Dime's 2000 annual meeting of stockholders.
