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:
/x/ Preliminary Proxy Statement / / Confidential, for the use of
the Commission only (as
permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / 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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REVISED PRELIMINARY COPY - SUBJECT TO COMPLETION
QUESTIONS AND ANSWERS ABOUT THE PROXY SOLICITATION
Q: WHAT IS NORTH FORK DOING?
A: North Fork is soliciting proxies from Dime stockholders to vote the
shares represented by those proxies to "withhold authority" for the
election of Dime's five nominees for re-election to its board of
directors at the 2000 annual meeting of stockholders.
Q: WHAT DOES IT MEAN TO "WITHHOLD AUTHORITY" FOR DIME'S NOMINEES?
A: Shares that are voted to "withhold authority" for Dime's director
nominees will not count towards the total number of shares voted in
favor of the re-election of those nominees to the Dime board of
directors.
Q: WHAT WILL HAPPEN IF NORTH FORK'S SOLICITATION IS SUCCESSFUL?
A: If a majority of shares present at the annual meeting, in person or
by proxy, are not voted in favor of the election of Dime's
nominees, they will not be re-elected to Dime's board of directors
for a new three-year term. However, pursuant to Dime's certificate
of incorporation, these nominees will continue to serve on Dime's
board of directors until their successors are duly elected and
qualified.
Q: WHY IS NORTH FORK ENGAGING IN THIS SOLICITATION?
A: Based on several recent public statements made by Dime's Chief
Executive Officer, North Fork believes that there is a substantial
risk that Dime will choose to remain independent rather than seek a
buyer for the company. North Fork believes that a vote to withhold
authority for the election of Dime's director nominees will send a
strong message to the Dime board of directors that Dime
stockholders want the company to immediately enter into good faith
merger negotiations with North Fork and any other interested
bidders with a view towards selling the company in the near term.
Q: IF I SUBMIT A VOTE TO WITHHOLD AUTHORITY, MUST I TENDER MY SHARES
TO NORTH FORK?
A: No. Our solicitation is separate from our exchange offer.
Submission of a duly executed GOLD proxy card will not require you
to tender your shares to North Fork. However, if you want the Dime
board of directors to discuss our offer with us, we believe that a
vote to WITHHOLD AUTHORITY will convey that message to the Dime
board of directors.
Q: WHY HAVEN'T YOU RAISED YOUR BID?
A: We have on several occasions attempted to meet with Dime to discuss
our offer with a view towards increasing the consideration to be
paid to Dime stockholders in the event that, based on those
discussions, we conclude that a higher price can be justified. Dime
still has not met with us.
Q: IF DIME IS EXPLORING ALL STRATEGIC OPTIONS, WHY HASN'T DIME MET
WITH YOU?
A: We don't know. Rather than meeting with us to discuss the issues
that Dime has raised about our offer, Dime instead has chosen to
file numerous lawsuits against us.
On May 2, 2000, in light of the termination of the Dime-Hudson
merger agreement, we contacted Dime seeking to arrange a meeting
between our respective financial advisors to discuss our offer.
Dime responded to our request on the same day stating that it would
be "premature" to consider meeting with us until after the
completion of Dime's "comprehensive exploration of all strategic
options," and that Dime would "get back to" us when this review is
complete.
However, on May 24, 2000, Dime disclosed that it was "in the
preliminary stages of negotiations with parties concerning the
possibility of a strategic transaction and has begun to enter into
confidentiality and standstill agreements." Despite Dime's decision
to begin discussing potential strategic transactions with third
parties, Dime neither contacted us to discuss our offer nor invited
us to participate in its process. In response to a phone call from
our financial advisor to Dime's financial advisor on or about May
24, 2000, Dime's financial advisor notified our financial advisor
on May 31, 2000, approximately one week later, that it would convey
our request to Dime.
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IMPORTANT
1. If your Dime shares are held in your own name, please sign, date
and mail the enclosed GOLD proxy card to D.F. King & Co., Inc. in
the postage-paid envelope provided.
2. If your Dime shares are held in "street-name," only your broker or
bank can vote your shares and only upon receipt of your specific
instructions. If your shares are held in "street-name," deliver the
enclosed GOLD proxy card to your broker or bank and contact the
person responsible for your account to vote on your behalf and to
ensure that a GOLD proxy card is submitted on your behalf. North
Fork urges you to confirm in writing your instructions to the
person responsible for your account and to provide a copy of those
instructions to North Fork in care of D.F. King & Co., Inc., 77
Water Street, New York, NY 10005 so that North Fork will be aware
of all instructions given and can attempt to ensure that such
instructions are followed.
3. Only stockholders of record on May 18, 2000 are entitled to vote at
the annual meeting of Dime stockholders. North Fork urges each
stockholder to ensure that the record holder of his or her shares
signs, dates and returns the enclosed proxy card as soon as
possible.
Do not sign or return any white proxy card you may receive from
Dime.
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES
TO WITHHOLD AUTHORITY FOR THE ELECTION OF DIRECTORS OF DIME AND IS NEITHER
AN OFFER TO SELL ANY SHARES OF NORTH FORK COMMON STOCK NOR A REQUEST FOR
THE TENDER OF DIME COMMON STOCK. NORTH FORK'S PENDING EXCHANGE OFFER HAS
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS BEING MADE ONLY BY
MEANS OF A PROSPECTUS AND RELATED LETTER OF TRANSMITTAL, WHICH HAVE BEEN
MAILED SEPARATELY TO DIME STOCKHOLDERS.
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REVISED PRELIMINARY COPY -- SUBJECT TO COMPLETION
ANNUAL MEETING OF STOCKHOLDERS
OF
DIME BANCORP, INC.
TO BE HELD ON [ ], 2000
PROXY STATEMENT
OF
NORTH FORK BANCORPORATION, INC.
SOLICITATION OF PROXIES
TO WITHHOLD AUTHORITY FOR THE ELECTION
OF DIRECTORS OF DIME BANCORP, INC.
This Proxy Statement and the enclosed GOLD proxy card are furnished
by North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"),
in connection with its solicitation of proxies to be used at the annual
meeting of stockholders of Dime Bancorp, Inc., a Delaware corporation
("Dime"), to be held on [ ], 2000, at [ ] time, at [ ], and at
any adjournments, postponements or reschedulings thereof (the "Annual
Meeting"). Pursuant to this Proxy Statement, North Fork is soliciting
proxies from holders of shares of common stock, par value $.01 per share,
of Dime ("Dime Common Stock") to vote to WITHHOLD AUTHORITY for each of
Dime's five nominees for election to the Board of Directors of Dime at the
Annual Meeting. The principal executive offices of Dime are located at 589
Fifth Avenue, New York, New York 10017. This Proxy Statement and the
enclosed GOLD proxy are first being sent or given to stockholders of Dime
on or about [ ], 2000.
In the weeks following the termination of its previously proposed
merger with Hudson United Bancorp ("Hudson United"), Dime made certain
public statements which North Fork believes indicate that there is a
substantial risk that Dime will choose to remain independent rather than
seek a buyer for the company. North Fork believes that your vote to
withhold authority for Dime's director nominees will send a strong and
clear message to Dime's Board of Directors that you do not support any
determination on the part of Dime to remain independent and that you want
the Dime Board of Directors to immediately initiate a process whereby Dime
will be sold in the near term. See "Reasons for the Solicitation." North
Fork urges you to mark, sign, date and return the enclosed GOLD proxy card
to WITHHOLD AUTHORITY for the election of each of Dime's five director
nominees.
Your duly executed GOLD proxy card will also confer upon the
persons named therein discretionary authority as to all other matters of
business as may properly come before the Annual Meeting and all matters
incident to the conduct of the Annual Meeting. See "Other Matters to be
Considered at the Annual Meeting." North Fork is not aware of any such
other matters of business to be brought at the Annual Meeting.
If you have any questions about the voting of your shares, please
call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
BACKGROUND OF THE SOLICITATION
On March 15, 2000, North Fork commenced an offer (the "North Fork
Offer" or the "Offer") to exchange each outstanding share of Dime Common
Stock for 0.9302 shares of common stock, par value $0.01 per share, of
North Fork ("North Fork Common Stock") and $2.00 in cash. See "The North
Fork Offer" below for a summary description of the North Fork Offer. The
complete terms and conditions of the North Fork Offer are set forth in a
prospectus dated May 15, 2000 (as such prospectus may be amended or
supplemented, the "Exchange Offer Prospectus") and the related letter of
transmittal, which are included in Amendment No. 3 to the Registration
Statement on Form S-4 (the "Registration Statement") filed by North Fork
with the Securities and Exchange Commission (the "Commission") on May 15,
2000. Dime stockholders are urged to read the Exchange Offer Prospectus
carefully because it contains important information concerning the Offer.
At the time of the announcement of the North Fork Offer, Dime and
Hudson United were parties to a merger agreement (the "Dime-Hudson Merger
Agreement") providing for the merger of Hudson United with and into Dime
(the "Proposed Hudson United Merger"). Dime originally scheduled a special
meeting of its stockholders for March 15, 2000 (the "Special Meeting") for
the purpose of voting on a proposal to approve the Dime-Hudson Merger
Agreement. The North Fork Offer originally was conditioned on the Dime
stockholders not approving the Dime-Hudson Merger Agreement and the
termination of the Dime-Hudson Merger Agreement. Accordingly, in
furtherance of the North Fork Offer, North Fork solicited proxies from Dime
stockholders to vote against the approval and adoption of the Dime-Hudson
Merger Agreement.
Pursuant to the terms of the Proposed Hudson United Merger, Dime
stockholders would have received 0.60255 shares of common stock of the
surviving company in the merger for each share of Dime Common Stock. The
Dime-Hudson Merger Agreement also contained several provisions designed to
inhibit any competing offers for Dime, including Dime's agreement not to
enter into any discussions with, or furnish any confidential information
to, any person making an offer to merge with or acquire Dime during the
pendency of the Proposed Hudson United Merger (the "no-talk" provision).
In response to the North Fork Offer, the Dime Board of Directors
stated that the North Fork Offer is inadequate and not in the best
interests of Dime and its stockholders and recommended that Dime
stockholders not tender their shares of Dime Common Stock in the North Fork
Offer. Dime's Board of Directors also announced that it remained committed
to the Proposed Hudson United Merger. Dime also took certain other actions
following the announcement of the Offer which North Fork believes were
intended to impede and delay the North Fork Offer, including the
postponement of its Special Meeting until May 17, 2000, the filing of
several lawsuits against North Fork and others (see "Certain Litigation")
and the submission of voluminous comments on and a formal protest with
respect to North Fork's application seeking approval for its Offer from the
Federal Reserve Board. See "The North Fork Offer."
On several occasions following the announcement of the Offer, North
Fork took actions aimed at discussing with Dime matters relating to the
Offer. North Fork also publicly announced its willingness to increase its
offer if, after discussions with Dime, North Fork concluded that it could
increase its earnings assumptions for Dime. Dime still has yet to discuss
the Offer with North Fork.
On April 28, 2000, Dime announced that Dime and Hudson United had
mutually agreed to terminate the Dime-Hudson Merger Agreement. In
connection with this announcement, Dime also stated that, in light of the
termination of the Dime-Hudson Merger Agreement, Dime's Board of Directors
would begin a "comprehensive exploration of all strategic options."
On May 2, 2000, in light of the termination of the Dime-Hudson
Merger Agreement, North Fork contacted Dime seeking to arrange a meeting
between the companies' financial advisors to discuss the North Fork Offer.
However, Dime responded to North Fork's request on the same day stating
that it would be "premature" to consider meeting with North Fork until
after the completion of Dime's "comprehensive exploration of all strategic
options," and that Dime would "get back to" North Fork when this review is
complete.
On May 17, 2000, North Fork announced that it had released
FleetBoston Financial Corporation ("FleetBoston") from a standstill
agreement that prevented FleetBoston from making any offer to acquire Dime.
The standstill agreement was part of the arrangements entered into between
North Fork and FleetBoston in connection with the North Fork Offer. See
"Certain Arrangements With FleetBoston Financial Corporation" below. North
Fork also announced its intention to solicit proxies to vote to withhold
authority for Dime's director nominees at the Annual Meeting.
On May 24, 2000, Dime announced that it was "in the preliminary
stages of negotiations with parties concerning the possibility of a
strategic transaction and has begun to enter into confidentiality and
standstill agreements." Dime also stated that it "cannot assure that its
exploration of strategic options will result in a strategic transaction
that is recommended by its Board of Directors." Since then, however, Dime
has made no further significant disclosures or announcements regarding the
status of its "comprehensive exploration."
In light of Dime's May 24 disclosure, on or about May 24, 2000,
North Fork's financial advisor contacted Dime's financial advisor by
telephone to request that Dime allow North Fork to participate in Dime's
"comprehensive exploration" process. On May 31, 2000, approximately one
week later, Dime's financial advisor notified North Fork's financial
advisor that it would convey North Fork's request to Dime.
By press release dated May 26, 2000, North Fork extended the
expiration date of the North Fork Offer until 12:00 midnight, New York City
time, on June 30, 2000.
REASONS FOR THE SOLICITATION
Despite the termination of the Dime-Hudson Merger Agreement more
than five weeks ago, Dime still has neither agreed to speak with North Fork
concerning its offer nor given any clear indication that it intends to find
a buyer for the company. Instead, North Fork believes Dime's management has
hidden behind its "comprehensive exploration of strategic options" rhetoric
as an excuse not to engage in discussions with North Fork and ultimately to
justify a course of continued independence for Dime. North Fork is
soliciting your proxy to WITHHOLD AUTHORITY for each of Dime's five
director nominees because North Fork believes that your vote to withhold
authority will send a strong and clear message to Dime's Board of Directors
that you want Dime to immediately enter into good faith merger negotiations
with North Fork and any other interested parties with a view towards
selling the company in the near term.
Specifically, North Fork urges you to vote to WITHHOLD AUTHORITY
for the election of Dime's five director nominees for the following
reasons:
o A VOTE TO WITHHOLD AUTHORITY WILL DELIVER A MESSAGE TO YOUR
BOARD OF DIRECTORS THAT DIME'S INABILITY TO OBTAIN DIME
STOCKHOLDER APPROVAL FOR THE PROPOSED HUDSON UNITED MERGER
WAS A CLEAR INDICATION OF YOUR DESIRE TO SEE THE COMPANY
SOLD IN THE NEAR TERM.
North Fork believes that Dime's inability to obtain the approval of
its stockholders for Dime's merger with Hudson United can fairly be
construed as a reflection of the fact that Dime's stockholders do not
support a strategic merger-of-equals or any other stand-alone strategy but
instead want the company sold at a premium over the levels at which North
Fork believes Dime Common Stock would be expected to trade in the absence
of the North Fork Offer and the expectation in the market that Dime will be
acquired in the near term. By withholding authority to vote for Dime's
director nominees, you can deliver a strong message to the Dime Board of
Directors that the termination of the failed Hudson United transaction was
only the first step in the right direction and that you want Dime sold in
the near term.
o YOUR VOTE TO WITHHOLD AUTHORITY CAN HELP PRE-EMPT ANY
ATTEMPTS BY DIME TO REMAIN INDEPENDENT BY SENDING AN
UNEQUIVOCAL MESSAGE TO YOUR BOARD OF DIRECTORS THAT YOU DO
NOT SUPPORT A STAND-ALONE STRATEGY AND THAT YOU WANT THE
COMPANY SOLD.
Based on several public statements made recently by Larry Toal,
Dime's Chairman and Chief Executive Officer, North Fork believes that Mr.
Toal may be carefully positioning Dime for an announcement that it intends
to remain independent. For example, in a recent interview, in response to a
question concerning whether it is necessary strategically for Dime to
engage in a merger transaction, Mr. Toal stated:
One of the questions the board will have to look at is the time of
the market. That's what I mean when I say we want to assess the
market. Part of that is if we are going to do any transaction
whether this would be the right time or not. And so, we are looking
at each of the alternatives.*
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* The Daily Deal, May 9, 2000.
In the same interview, Mr. Toal also said that the termination of the
Hudson United deal was "an opportunity for us to step back and assess the
environment and what our position is going forward."* North Fork believes
that these comments indicate that Dime may be setting you up for a big
letdown. Withholding authority for Dime's director nominees will send a
clear message that you do not support a position of independence and that
you want the company sold in the near term.
o BY VOTING TO WITHHOLD AUTHORITY FOR DIME'S DIRECTOR
NOMINEES, YOU CAN DEMAND THAT DIME PUT AN END TO ITS
"COMPREHENSIVE EXPLORATION OF STRATEGIC OPTIONS" AND FINALLY
START ENGAGING IN GOOD FAITH MERGER NEGOTIATIONS WITH NORTH
FORK AND ANY OTHER INTERESTED ACQUIRORS NOW.
For almost two months following the announcement of the North Fork
Offer, Dime hid behind the "no-talk" provision of its merger agreement with
Hudson United in refusing to talk to North Fork or any other potential
bidders. In connection with the termination of that merger agreement, Dime
announced that it would be undertaking a "comprehensive exploration of
strategic options." But isn't a review of strategic options what led Dime
to enter into its merger agreement with Hudson United in the first place?
Now, even though it has been more than five weeks since the termination of
the Dime-Hudson Merger Agreement, Dime still is refusing to talk to North
Fork about its offer and has yet to announce any conclusions the Dime Board
of Directors has reached as a result of its "comprehensive exploration." It
is time for Dime to stop delaying the inevitable. Your vote to withhold
authority for the election of Dime's director nominees will tell Dime
clearly and unequivocally that it's time for Dime to enter into good faith
merger negotiations with North Fork and anyone else interested in acquiring
Dime.
o A VOTE TO WITHHOLD AUTHORITY WILL SEND A WAKE-UP CALL TO
YOUR BOARD OF DIRECTORS THAT IT IS TIME FOR THEM TO ACTIVELY
TAKE CONTROL OF THEIR COMPANY AND DELIVER VALUE TO THE
STOCKHOLDERS.
North Fork believes that one reason many of Dime's stockholders
were so vocal in their opposition to Dime's proposed deal with Hudson
United was the perception that Dime's management was enriching and
entrenching itself at the expense of Dime's stockholders. North Fork
believes it is time for Dime's Board of Directors to wrest control of the
company away from Dime's management, which North Fork believes has lost
credibility in light of its failed merger transaction with Hudson United.
By withholding authority to vote for Dime's director nominees, Dime
stockholders can send a wake-up call to the Dime Board of Directors that it
is time for them to pursue a merger transaction that will provide Dime
stockholders with a premium above the price levels at which North Fork
believes the Dime Common Stock could be expected to trade in the absence of
the North Fork Offer and what North Fork believes is the market's
expectation that Dime will be acquired in the near future.
YOU CAN SEND A MESSAGE TO YOUR BOARD OF DIRECTORS
THAT YOU WANT DIME SOLD IN THE NEAR TERM
(1) Return your GOLD proxy and vote to WITHHOLD AUTHORITY for
the election of Dime's director nominees; and
(2) Make your views known to the Dime Board of Directors.
BY TAKING THESE STEPS, YOU WILL GIVE THE DIME BOARD OF DIRECTORS A CLEAR
AND UNEQUIVOCAL MESSAGE THAT YOU WANT THEM TO IMMEDIATELY TAKE ALL ACTIONS
NECESSARY TO INITIATE A PROCESS FOR THE SALE OF DIME IN THE NEAR TERM.
IMPORTANT
THIS PROXY STATEMENT RELATES SOLELY TO THE WITHHOLDING OF AUTHORITY
FOR THE ELECTION OF DIME'S NOMINEES TO THE BOARD OF DIRECTORS OF DIME AND
IS NEITHER AN OFFER TO SELL ANY SHARES OF NORTH FORK COMMON STOCK NOR A
REQUEST FOR THE TENDER OF DIME COMMON STOCK. NORTH FORK'S EXCHANGE OFFER
HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS BEING MADE ONLY
BY MEANS OF A PROSPECTUS AND RELATED LETTER OF TRANSMITTAL, WHICH HAVE BEEN
MAILED SEPARATELY TO DIME STOCKHOLDERS.
COPIES OF THE REGISTRATION STATEMENT AND OTHER DOCUMENTS FILED
BY NORTH FORK WITH THE COMMISSION MAY BE OBTAINED FREE OF CHARGE, BY
OVERNIGHT MAIL OR DIRECT ELECTRONIC TRANSMISSION, BY CALLING NORTH
FORK'S INFORMATION AGENT AND PROXY SOLICITOR, D.F. KING & CO., INC., TOLL-
FREE AT 1-800-755-7250.
YOUR VOTE TO WITHHOLD AUTHORITY FOR DIME'S NOMINEES FOR ELECTION TO
THE DIME BOARD OF DIRECTORS DOES NOT CONSTITUTE A TENDER OF YOUR SHARES
PURSUANT TO THE NORTH FORK OFFER AND DOES NOT OBLIGATE YOU TO TENDER YOUR
SHARES PURSUANT TO THE NORTH FORK OFFER.
VOTING INFORMATION
RECORD DATE; VOTES REQUIRED
The record date for determining stockholders of Dime entitled to
notice of and to vote at the Annual Meeting is May 18, 2000 (the "Record
Date"). Based on information contained in Dime's preliminary proxy
statement regarding the Annual Meeting, filed with the Commission on May
26, 2000 (the "Dime Proxy Statement"), as of the Record Date, there were
111,724,928 shares of Dime Common Stock outstanding. Each share of Dime
Common Stock is entitled to one vote on each matter submitted to a vote of
Dime stockholders at the Annual Meeting.
Pursuant to Dime's by-laws, the presence in person or by proxy of a
majority of the outstanding shares of Dime Common Stock entitled to vote at
the Annual Meeting is necessary to constitute a quorum at the Annual
Meeting. Pursuant to Dime's by-laws, approval of all matters to be voted on
at the Annual Meeting, including the re-election of Dime's five director
nominees and any other matter of business properly brought before the
Annual Meeting, will require the affirmative vote of the holders of a
majority of Dime stock that has voting power present in person or
represented by proxy at the Annual Meeting. Based on information contained
in the Dime Proxy Statement, abstentions and broker non-votes will be
counted as being present at the Annual Meeting and will have the same
effect as votes to withhold authority for Dime's director nominees and
votes against any other matter of business properly brought before the
Annual Meeting.
ELECTION OF DIRECTORS
The Dime Board of Directors currently consists of 17 members, each
of whom also serves as a director of Dime's principal subsidiary, The Dime
Savings Bank of New York, FSB. Dime's Amended and Restated Certificate of
Incorporation provides that the Board of Directors must be divided into
three classes as nearly equal in number as possible. The members of each
class hold office for a term of three years expiring at the third annual
meeting of stockholders following the annual meeting of stockholders at
which they were elected and until his or her successor has been elected and
qualified.
According to the Dime Proxy Statement, the following five directors
have been nominated by Dime for re-election: J. Barclay Collins II, James
F. Fulton, Virginia M. Kopp, Sally Hernandez-Pinero and Lawrence J. Toal.
Each of the nominees has been nominated for election to serve for a term of
three years.
According to the Dime Proxy Statement, Dime's by-laws provide that
any person who was or became a director upon the consummation of the merger
of Dime and Anchor Bancorp, Inc. in January 1995 will be eligible to serve
as a director until the annual meeting of stockholders next to occur after
his or her 75th birthday. Pursuant to this provision in the by-laws, Dr.
Paul A. Qualben will cease to be a director immediately following the
Annual Meeting. As a result of Dr. Qualben's retirement, Dime's Board of
Directors will have 16 members after the Annual Meeting.
North Fork is soliciting proxies to withhold authority for each of
Dime's five nominees for election to the Board of Directors of Dime. In
accordance with the relevant provisions of Dime's Amended and Restated
Certificate of Incorporation, even if North Fork's solicitation is
successful, Dime's five nominees for re-election to the Dime Board of
Directors will nevertheless continue to serve on the Board of Directors of
Dime until their successors are elected and qualified. Accordingly, your
vote to withhold authority for Dime's five director nominees will not have
the effect of removing these director nominees from the Dime Board of
Directors. However, North Fork believes that by voting to withhold
authority you will have sent a clear message to Dime's Board of Directors
that you want Dime to immediately take all steps necessary to seek a buyer
for the company. See "Reasons for the Solicitation."
The accompanying GOLD proxy card will be voted in accordance with
the instructions of the stockholder on such GOLD proxy card. If no
direction is given, the enclosed GOLD proxy card will be voted to WITHHOLD
AUTHORITY for each of the director nominees. North Fork recommends that
Dime stockholders vote to WITHHOLD AUTHORITY for the election of Dime's
director nominees at the Annual Meeting.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Except as set forth above, North Fork is not aware of any matters
to be brought before the Annual Meeting. Should other matters properly be
brought before the Annual Meeting, the attached GOLD proxy card, when duly
executed, will give the proxies named therein discretionary authority to
vote on all such other matters and on all matters incident to the conduct
of the Annual Meeting. Such discretionary authority will include the
ability to vote shares on any proposal to adjourn the Annual Meeting.
Execution and delivery of a proxy by a record holder of shares of Dime
Common Stock will be presumed to be a proxy with respect to all shares held
by such record holder unless the proxy specifies otherwise.
VOTING AND REVOCATION OF PROXIES
Whether or not you plan to attend the Annual Meeting, we urge you
to vote to WITHHOLD AUTHORITY for election of Dime's director nominees by
so indicating on the enclosed GOLD proxy card and immediately mailing the
GOLD proxy card in the enclosed envelope. You may do this even if you have
already sent in the proxy card solicited by the Board of Directors of Dime.
IT IS YOUR LATEST DATED PROXY THAT COUNTS. You may also vote to withhold
authority for the election of the director nominees by filling out the
appropriate boxes and returning to Dime the proxy card sent to you by the
Board of Directors of Dime.
You may revoke your proxy at any time prior to its exercise by
attending the Annual Meeting and voting in person, by submitting a duly
executed later dated proxy or by submitting a written notice of revocation
to the Secretary of Dime at 589 Fifth Avenue, New York, New York 10017.
Unless revoked in the manner set forth above, proxies in the form enclosed
will be voted at the Annual Meeting in accordance with your instructions.
In the absence of such instructions, such proxies will be voted to withhold
authority to vote for Dime's director nominees and in the discretion of the
persons named therein as to all other matters that may properly come before
the Annual Meeting.
NORTH FORK STRONGLY RECOMMENDS A VOTE TO WITHHOLD AUTHORITY FOR THE
ELECTION OF DIME'S DIRECTOR NOMINEES.
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE
GOLD PROXY TODAY.
IF YOU ALREADY HAVE SENT A PROXY TO THE BOARD OF DIRECTORS OF DIME,
YOU MAY REVOKE THAT PROXY AND VOTE TO WITHHOLD AUTHORITY FOR THE
ELECTION OF DIME'S DIRECTOR NOMINEES BY SIGNING, DATING AND MAILING
THE ENCLOSED GOLD PROXY.
If you have any questions about the voting of your shares, please
call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
SOLICITATION OF PROXIES
Proxies may be solicited by mail, telephone, telefax, telegraph,
the Internet, newspapers and other publications of general distribution and
in person. Directors and certain officers of North Fork and the other
participants listed on Schedule II hereto may assist in the solicitation of
proxies without any additional remuneration (except as otherwise set forth
in this Proxy Statement).
North Fork has retained D.F. King & Co., Inc. ("D.F. King") for
solicitation and advisory services in connection with solicitation relating
to the Annual Meeting, for which D.F. King is to receive a fee estimated
not to exceed $200,000. Up to 120 people may be employed by D.F. King in
connection with the solicitation of proxies for the Annual Meeting. North
Fork has also agreed to reimburse D.F. King for out-of-pocket expenses and
to indemnify D.F. King against certain liabilities and expenses, including
reasonable legal fees and related charges. D.F. King will solicit proxies
for the Annual Meeting from individuals, brokers, banks, bank nominees and
other institutional holders.
The entire expense of soliciting proxies for the Annual Meeting by
or on behalf of North Fork is being borne by North Fork. North Fork does
not currently intend to seek reimbursement for such expenses from Dime.
North Fork estimates that total expenditures for the solicitation will be
approximately $700,000, approximately $25,000 of which has been spent to
date.
THE NORTH FORK OFFER
On March 15, 2000, North Fork commenced its Offer to exchange each
outstanding share of Dime Common Stock for 0.9302 shares of North Fork
Common Stock and $2.00 in cash. North Fork also is seeking to negotiate a
definitive merger agreement with Dime pursuant to which Dime would, as soon
as practicable following the completion of the North Fork Offer, merge with
North Fork or a wholly owned subsidiary of North Fork (the "Proposed North
Fork Merger"). Pursuant to the Proposed North Fork Merger, each then
outstanding share of Dime Common Stock not exchanged in the North Fork
Offer (other than shares owned by North Fork and shares held in Dime's
treasury) would be converted into the right to receive 0.9302 shares of
North Fork Common Stock and $2.00 in cash. The complete terms and
conditions of the North Fork Offer are set forth in the Exchange Offer
Prospectus included in the Registration Statement filed by North Fork with
the Commission on May 15, 2000. See "Where You Can Obtain Additional
Information."
Based on the closing price of North Fork Common Stock on the New
York Stock Exchange ("NYSE") on June 5, 2000 (the last trading day before
the date of this Proxy Statement), the North Fork Offer had a value of
$17.87 per share of Dime Common Stock, which represents a 42% premium over
the $12.58 average closing price of Dime Common Stock on the NYSE for the
twenty trading days immediately preceding the announcement of the North
Fork Offer on March 5, 2000. Based on recent market prices for Dime Common
Stock and North Fork Common Stock prior to the date of this Proxy
Statement, the North Fork Offer does not represent a premium over the
current price of Dime Common Stock. Because the number of shares of North
Fork Common Stock that you would receive in the North Fork Offer is fixed,
the value of the North Fork Offer will fluctuate based on changes in the
market prices of the North Fork Common Stock.
The North Fork Offer is subject to a number of conditions,
including (1) there being validly tendered and not withdrawn prior to the
expiration of the North Fork Offer that number of shares of Dime Common
Stock which, together with the shares of Dime Common Stock beneficially
owned by North Fork for its own account, constitutes a majority of the
shares of Dime Common Stock outstanding on a fully diluted basis, (2) Dime
having entered into a definitive merger agreement with North Fork to
provide for the acquisition of Dime pursuant to the North Fork Offer and
the Proposed North Fork Merger, (3) approval of the issuance of shares of
North Fork Common Stock pursuant to the North Fork Offer by the requisite
vote of holders of North Fork Common Stock under applicable NYSE rules, (4)
North Fork being satisfied, in its reasonable judgment, that the Dime
Stockholder Protection Rights Agreement is inapplicable to the North Fork
Offer and the Proposed North Fork Merger, (5) North Fork being satisfied,
in its reasonable judgment, that the provisions of Section 203 of the
Delaware General Corporation Law, are inapplicable to the North Fork Offer
and the Proposed North Fork Merger, (6) all regulatory approvals required
to consummate the North Fork Offer having been obtained and remaining in
full force and effect without the imposition of any condition or
restriction that would be materially adverse to North Fork and Dime on a
combined basis, and all statutory waiting periods in respect thereof having
expired, and (7) all conditions to the obligations of North Fork and
FleetBoston to complete FleetBoston's purchase of the 7.5% Series B
Non-Cumulative Convertible Preferred Stock and Common Stock Purchase Rights
to be issued by North Fork in accordance with the Stock Purchase Agreement,
dated March 5, 2000, between North Fork and FleetBoston (as restated on
March 14, 2000) shall have been satisfied or, where permissible, waived
(see "Certain Arrangements With FleetBoston Financial Corporation"). For a
complete description of the conditions to the North Fork Offer, see "The
Offer - Conditions of the Offer" in the Exchange Offer Prospectus.
There can be no assurance as to whether the conditions to the North
Fork Offer will be satisfied and, if so, as to the timing of satisfaction
of such conditions. While satisfaction of the conditions set forth in
clauses (2), (4) and (5) above is within the control of the Dime Board of
Directors, satisfaction of the other conditions is outside of the control
of the Dime Board of Directors.
All conditions to the North Fork Offer must be satisfied or waived
prior to the expiration date of the North Fork Offer, which is June 30,
2000. North Fork may extend the expiration date of the Offer from time to
time, and North Fork currently intends to do so until all conditions to the
Offer have been satisfied or (where permissible) waived. Because North Fork
has not commenced the process of obtaining the approval of its stockholders
as described in clause (3) above by filing a preliminary proxy statement
with the Commission, North Fork does not expect to be in a position to
obtain the requisite approval of its stockholders prior to the current June
30, 2000 expiration date of the Offer. Accordingly, North Fork currently
anticipates that it will extend the expiration date of the Offer beyond
June 30, 2000.
CERTAIN ARRANGEMENTS WITH
FLEETBOSTON FINANCIAL CORPORATION
On March 5, 2000, North Fork entered into a Stock Purchase
Agreement (as restated on March 14, 2000, the "Stock Purchase Agreement")
with FleetBoston pursuant to which FleetBoston agreed to purchase, for an
aggregate purchase price of $250 million, (i) 250,000 shares of North
Fork's 7.5% Series B Non-Cumulative Convertible Preferred Stock, par value
$1.00 per share and with a liquidation preference of $1,000.00 per share
(the "North Fork Preferred"), and (ii) Common Stock Purchase Rights to
acquire 7,500,000 shares of North Fork Common Stock (the "Rights").
The North Fork Preferred will be convertible, in whole or in part,
at any time and from time to time, into shares of North Fork Common Stock
at a conversion price of $18.69 per share of North Fork Common Stock,
subject to certain antidilution adjustments. The Rights will be
exercisable, in whole or in part, at any time and from time to time, for
shares of North Fork Common Stock for a period of ten years after their
issuance at a price of $17.88 per share, subject to certain antidilution
adjustments. If North Fork completes the North Fork Offer and the Proposed
North Fork Merger, and issues the North Fork Preferred and the Rights to
FleetBoston, FleetBoston would beneficially own approximately 20,876,137
shares of North Fork Common Stock (assuming conversion of the North Fork
Preferred and exercise of the Rights), or approximately 7% of the
outstanding North Fork Common Stock after completion of the Proposed North
Fork Merger.
Completion of FleetBoston's purchase of the North Fork Preferred
and the Rights is subject to certain conditions, including (1) satisfaction
of the conditions in the North Fork Offer as described in the Stock
Purchase Agreement (without substantial change in the terms and conditions
of the North Fork Offer as described therein); (2) acceptance for exchange
of shares of Dime Common Stock tendered in the North Fork Offer; and (3)
receipt and effectiveness of all regulatory approvals required to complete
the purchase and the expiration of all related statutory waiting periods
(without the imposition of any condition or restriction that would be
materially adverse to FleetBoston).
Completion of FleetBoston's purchase of the North Fork Preferred
and the Rights is subject to the approval of the Federal Reserve Board
under the Bank Holding Company Act of 1956. On March 22, 2000, FleetBoston
filed an application with the Federal Reserve Board to obtain approval for
the purchase of the North Fork Preferred and the Rights. North Fork has no
reason to believe that FleetBoston will not obtain approval from the
Federal Reserve Board within customary time frames and without the
imposition of any adverse terms or conditions. FleetBoston has been advised
by the Federal Reserve Board that its application is expected to be acted
upon by the Federal Reserve Board by June 21, 2000.
Dime has submitted numerous comments on FleetBoston's application
to the Federal Reserve Board, alleging, among other things, application
deficiencies, existence of a control relationship and competitive issues
related to FleetBoston's investment in North Fork, violations of the
banking laws, and failure to meet the Federal Reserve Board's standards for
approval. In its comments Dime has urged the Federal Reserve to cause
FleetBoston to withdraw and refile its application and to deny the
application. The Federal Reserve has taken no such actions. North Fork
believes that these allegations by Dime are without merit and are designed
to delay the Federal Reserve Board's processing of the FleetBoston
application.
In the Stock Purchase Agreement, North Fork has agreed, subject to
the consummation of the North Fork Offer, to cause Dime to sell to a
FleetBoston subsidiary 17 retail banking offices of Dime that, as of June
30, 1999, had total deposits of approximately $2.0 billion. FleetBoston
will pay North Fork an 8% deposit premium in this branch sale. Closing of
the branch sale transaction will be subject to the execution of a
definitive branch sale agreement substantially in accordance with the term
sheet attached to the Stock Purchase Agreement (which FleetBoston and North
Fork have agreed to negotiate in good faith and enter into reasonably
promptly following the consummation of the North Fork Offer), the receipt
and effectiveness of all necessary regulatory approvals, and the
satisfaction of other customary closing conditions. It is expected that the
branch sale would be completed within 120 days of the closing of the North
Fork Offer.
Under the Stock Purchase Agreement, FleetBoston has agreed that,
other than as contemplated in the Stock Purchase Agreement, for a period of
two years it will not, among other things, acquire beneficial ownership of
any North Fork voting securities, make any public announcement with respect
to (or submit to North Fork) any proposal for the acquisition of any North
Fork voting securities or with respect to a merger or other business
combination involving North Fork, unless North Fork shall have made a prior
written request to FleetBoston to submit such proposal, or participate in
any solicitation of proxies to vote any North Fork voting securities.
In addition, FleetBoston initially agreed in the Stock Purchase
Agreement that until December 31, 2001, it would not acquire, or offer to
acquire, any voting securities or assets of Dime or Hudson United, or make
any public announcement with respect to (or submit to Dime or Hudson
United) any proposal for the acquisition of any voting securities of Dime
or Hudson United, respectively, or for a merger or other business
combination involving Dime or Hudson United (the "Hudson United/Dime
Standstill"), except that from and after the earlier of the termination of
the Stock Purchase Agreement and March 31, 2001, FleetBoston could
terminate the Hudson United/Dime Standstill by providing notice to North
Fork and paying North Fork a fee of $2.5 million. On May 17, 2000, North
Fork unilaterally released FleetBoston from the Hudson United/Dime
Standstill without the payment of any fee by FleetBoston.
Under the Stock Purchase Agreement, North Fork must pay FleetBoston
a fee of $2.5 million on the earlier of the termination of the Stock
Purchase Agreement and March 31, 2001 if at such time North Fork has not
acquired a majority interest in Dime. If North Fork acquires a majority of
the equity interest in Dime on or prior to the later of the termination of
the Stock Purchase Agreement and March 31, 2001, North Fork must pay
FleetBoston a fee of $5.0 million on the date of the closing of such
acquisition (or $2.5 million if North Fork has paid the $2.5 million fee
referred to in the previous sentence).
If FleetBoston acquires a majority interest in Dime on or before
December 31, 2001, FleetBoston has agreed to pay North Fork a fee of $2.5
million and to cause Dime to sell to North Fork five branch offices with
total deposits of approximately $500 million as of June 30, 1999. North
Fork will pay FleetBoston an 8% deposit premium in this branch sale.
Closing of any such transaction would be subject to conditions comparable
to those applicable to the branch purchase by FleetBoston.
The North Fork Preferred will bear a non-cumulative dividend of
7.5% per annum (payable quarterly), and will be redeemable in cash, at
North Fork's option, in whole or in part, at any time after the third
anniversary of the issuance date, at a redemption price of $1,000 per
share, plus declared and unpaid dividends to the date fixed for redemption.
Under the Stock Purchase Agreement, North Fork has agreed that if,
after the third anniversary of the issuance of the North Fork Preferred and
the Rights, the North Fork Preferred is still outstanding, then on each
quarterly dividend payment date North Fork will issue to FleetBoston
additional rights ("Additional Rights") to purchase a number of shares of
North Fork Common Stock equal to .5% (or 1% if any North Fork Preferred is
outstanding on or after the fifth anniversary) of the aggregate liquidation
preference of the then outstanding shares of North Fork Preferred divided
by the then current market price of the North Fork Common Stock. The
exercise price of any such Additional Rights will be the market price of
North Fork Common Stock at the time of issuance of such Additional Rights,
and such Additional Rights will be exercisable for 10 years from their
issuance date. In all other respects such Additional Rights will be similar
to the Rights.
In the Stock Purchase Agreement, North Fork has agreed, during the
period from the date of the Stock Purchase Agreement until the consummation
of the stock purchase, to operate substantially in the ordinary course and
to refrain from paying or making any extraordinary dividends or
distributions on the North Fork Common Stock. North Fork has also agreed to
indemnify FleetBoston for breaches of the representations or covenants in
the Stock Purchase Agreement and for losses (including litigation expenses)
arising out of the North Fork Offer and North Fork's solicitation of
proxies from holders of Dime Common Stock against the Proposed Hudson
United Merger.
Each of the North Fork Preferred, the Rights, any Additional Rights
and any shares of North Fork Common Stock received upon conversion of the
North Fork Preferred or the exercise of the Rights or any Additional Rights
will be subject to transfer restrictions, and would benefit from customary
rights related to the registration of the offering and sale of the North
Fork Preferred, Rights, any Additional Rights and/or shares of North Fork
Common Stock pursuant to a registration rights agreement.
There can be no assurance as to the timing of the satisfaction of
the conditions to the consummation of the transactions contemplated by the
Stock Purchase Agreement. The Stock Purchase Agreement may be terminated by
mutual consent. Either North Fork or FleetBoston may terminate the Stock
Purchase Agreement under certain circumstances, including if the
acquisition of Dime Common Stock pursuant to the North Fork Offer has not
been consummated by March 31, 2001, or if North Fork publicly announces the
abandonment of its efforts to acquire Dime.
FleetBoston, a Rhode Island corporation with its principal
executive office at 100 Federal Street, Boston, Massachusetts 02110, is a
diversified financial services company formed by the merger on October 1,
1999 of BankBoston Corporation with and into Fleet Financial Group, Inc.
Although FleetBoston may be deemed to be a participant in North Fork's
solicitation of proxies from Dime stockholders by reason of the Stock
Purchase Agreement and the transactions contemplated thereby, neither
FleetBoston nor any of FleetBoston's directors or officers intends to
solicit proxies from holders of Dime Common Stock, and FleetBoston
disclaims that it is a participant in North Fork's solicitation of proxies
from Dime stockholders. See "Certain Information Regarding Persons Who May
Be Deemed Participants" below.
CERTAIN LITIGATION
DIME ANTITRUST LITIGATION
On March 10, 2000, Dime filed a complaint (the "Antitrust
Complaint") in the Supreme Court of the State of New York, County of New
York, against North Fork and FleetBoston, alleging violations of the New
York State antitrust laws, including allegations that North Fork and
FleetBoston conspired to purchase Dime in order to eliminate a combined
Dime/Hudson entity from competition in several purported banking markets,
that the proposed acquisition of Dime by North Fork will substantially
lessen competition and create a monopoly in at least two purported banking
markets, and that FleetBoston has monopoly power in banking markets
throughout New England and is using its monopoly profits in order to
acquire Dime and eliminate a strong new competitor in several purported
banking markets throughout New York, Connecticut and New Jersey. The
Antitrust Complaint seeks declaratory and injunctive relief, including an
order enjoining North Fork and FleetBoston from making any coordinated
effort to acquire Dime and an order enjoining FleetBoston's pending branch
sale transaction with Sovereign Bancorp, Inc. ("Sovereign"), and such other
relief as may be granted.
North Fork believes that the allegations against it in the
Antitrust Complaint are without merit and intends to contest Dime's
allegations vigorously. FleetBoston has informed North Fork that
FleetBoston also believes that the allegations against it in the Antitrust
Complaint are without merit and that FleetBoston intends to contest Dime's
allegations vigorously. On March 31, 2000, North Fork and FleetBoston filed
a motion to dismiss the Antitrust Complaint, based on several grounds.
Specifically, North Fork and FleetBoston believe that: (i) Dime has chosen
the wrong forum for challenging the North Fork Offer, FleetBoston's
investment in North Fork in connection with the North Fork Offer and
FleetBoston's divestiture of branches to Sovereign, because each of those
transactions is subject to approval by federal banking regulatory agencies,
which have exclusive original jurisdiction for reviewing the antitrust
implications of those transactions, (ii) Dime is seeking to apply the wrong
substantive law in its complaint, because both federal banking law (under
the Bank Holding Company Act) and federal securities law (under the
Williams Act) comprehensively govern the challenged transactions and
thereby preempt application of New York's Donnelly Act with regard to those
transactions, (iii) Dime, as the subject company in an exchange offer,
lacks standing to challenge the North Fork Offer on antitrust grounds, and
(iv) Dime's challenge to FleetBoston's divestiture of branches to Sovereign
is beyond the scope of New York's Donnelly Act because, among other
reasons, all of the assets associated with that transaction are located
outside of New York State.
On May 5, 2000, the Attorney General of the State of New York filed
an amicus curiae memorandum in connection with the motion to dismiss Dime's
antitrust complaint. The amicus curiae memorandum challenges the arguments
made by North Fork and FleetBoston in their motion to dismiss regarding the
preemption of the application of New York's Donnelly Act to the Offer,
FleetBoston's investment in North Fork and FleetBoston's divestiture of
branches to Sovereign but does not take any position with respect to the
argument that FleetBoston's divestiture of branches to Sovereign is beyond
the scope of New York's Donnelly Act. On May 12, 2000, North Fork filed a
response to the amicus curiae memorandum of the New York State Attorney
General.
DIME SECURITIES LITIGATION
On March 21, 2000, Dime filed a complaint (the "Federal Complaint")
in the United States District Court for the Eastern District of New York
against North Fork and the individual members of North Fork's Board of
Directors alleging claims under the federal securities laws based on what
Dime has claimed are material misstatements and omissions in the materials
filed by North Fork with the Commission with respect to the Offer and North
Fork's solicitation of proxies against the Proposed Hudson United Merger.
Dime's claim sought injunctive and other relief. Dime amended the Federal
Complaint on April 13, 2000 (the "Amended Federal Complaint") to eliminate
all but two of the initial allegations contained in its original complaint.
A description of the allegations in the Amended Federal Complaint is set
forth in the Exchange Offer Prospectus in the section captioned "The
Offer-Litigation-Dime Federal Securities Litigation." North Fork believes
that the allegations made by Dime in the Amended Federal Complaint are
without merit and has contested the action vigorously.
On March 30, 2000, North Fork filed a motion to dismiss the Federal
Complaint, and on April 20, 2000, the Court issued an order denying North
Fork's motion and directing the parties to submit a proposed schedule for
expedited discovery in preparation for a hearing on Dime's request for a
preliminary injunction. On April 25, 2000, the Court scheduled a hearing on
Dime's request for a preliminary injunction for May 1, 2000.
On April 24, 2000, North Fork filed an answer to the Amended
Federal Complaint and various counterclaims against Dime and its Chairman
and Chief Executive Officer, Lawrence Toal. North Fork's counterclaims
alleged that Dime and Mr. Toal made numerous materially false and
misleading statements, both in Dime's proxy materials with respect to the
Proposed Hudson United Merger and in its press releases and its other
filings with the Commission, since the announcement of the North Fork Offer
on March 5, 2000. North Fork's counterclaims sought injunctive and other
relief. In connection with North Fork's counterclaims, North Fork made a
request for expedited discovery. Dime objected to North Fork's request and
asked the Court for an opportunity to file a motion to dismiss North Fork's
counterclaims. Following the expedited submission of letter briefs by the
parties, the Court denied North Fork's request for expedited discovery.
On April 28, 2000, Dime announced that Dime and Hudson United had
mutually agreed to terminate the Dime-Hudson Merger Agreement. In light of
this announcement, Dime withdrew its motion for a preliminary injunction,
and the hearing scheduled for May 1, 2000 was cancelled at Dime's request.
On May 15, 2000, Dime filed a motion to dismiss North Fork's
counterclaims and to strike certain affirmative defenses raised by North
Fork in its answer to Dime's Amended Federal Complaint.
On May 17, 2000, nearly three weeks after Dime announced the
termination of the Dime-Hudson Merger Agreement, Dime filed a request with
the United States District Court for the Eastern District of New York
seeking leave to file a second amended complaint (the "Second Amended
Complaint") with the Court. The Second Amended Complaint proposes to add
FleetBoston as a defendant and asserts claims against North Fork, the
individual members of its board of directors and FleetBoston under Sections
14(e) and 20(a) of the Securities and Exchange Act of 1934 and the rules
and regulations promulgated thereunder based on allegations that North
Fork's exchange offer materials contain materially false and misleading
statements and omissions. North Fork believes that the allegations against
it contained in the Second Amended Complaint are without merit.
SALOMON SMITH BARNEY LITIGATION
On March 29, 2000, Dime filed a lawsuit in the Supreme Court of New
York, County of New York against Salomon Smith Barney, Inc. ("Salomon Smith
Barney"), whom North Fork had engaged as a financial advisor and co-dealer
manager in connection with the North Fork Offer. Dime's lawsuit sought,
among other things, to enjoin Salomon Smith Barney from providing advisory
services to North Fork in connection with the North Fork Offer and North
Fork's related proxy solicitation against the Proposed Hudson United
Merger. In the lawsuit, Dime alleges that an agreement between Dime and
Salomon Smith Barney entered into in May 1997 in connection with Dime's
engagement of Salomon Smith Barney as financial advisor with respect to
Dime's acquisition of North American Mortgage Company prohibits Salomon
Smith Barney from advising any third party in connection with an
acquisition of Dime without Dime's prior consent for a period of three
years from the date of such agreement.
On April 5, 2000, Salomon Smith Barney filed a response to Dime's
motion for preliminary injunction. Later on April 5, 2000, the Supreme
Court of New York, County of New York, issued a temporary restraining order
and a preliminary injunction prohibiting Salomon Smith Barney from advising
North Fork in connection with the North Fork Offer and the related proxy
solicitation until May 12, 2000.
On April 6, 2000, Salomon Smith Barney filed with the Appellate
Division, First Department, a notice of appeal and a motion to stay
execution and enforcement of the Supreme Court's temporary restraining
order and to vacate the preliminary injunction. On the same day, the
Appellate Division denied Salomon Smith Barney's motion to stay the Supreme
Court's order. On May 2, 2000, the Appellate Division denied Salomon Smith
Barney's motion to vacate the Supreme Court's preliminary injunction.
Also on May 2, 2000, Dime moved in the Supreme Court of New York,
New York County to extend the injunction against Salomon Smith Barney for
an additional six weeks beyond May 12, 2000. On May 10, 2000, the Supreme
Court denied Dime's motion to extend the injunction.
On May 15, 2000, Dime filed a First Amended Complaint with the
Supreme Court of the State of New York, County of New York, in its
litigation against Salomon Smith Barney. The amended complaint names both
Salomon Smith Barney and North Fork as defendants.
As against defendant Salomon Smith Barney, the amended complaint
alleges that Dime's 1997 engagement letter with Salomon Smith Barney
prohibited Salomon Smith Barney from disclosing any confidential
information about Dime to any entity or advising any entity interested in
acquiring or otherwise entering into a business combination transaction
with Dime unless Salomon Smith Barney obtained Dime's prior written
consent, and that Salomon Smith Barney breached this agreement by advising
North Fork with respect to its exchange offer without obtaining Dime's
prior consent.
The amended complaint seeks the following relief as against Salomon
Smith Barney: (i) an order permanently enjoining Salomon Smith Barney from
providing financial or advisory services to North Fork in connection with
its exchange offer and related proxy solicitations; (ii) an unspecified
amount of damages; (iii) costs and disbursements of the action; and (iv)
such further relief as the court may deem just and proper.
As against defendant North Fork, the amended complaint alleges that
North Fork intentionally interfered with, and caused Salomon Smith Barney
to breach, its 1997 engagement letter with Dime. Dime has based its
tortious interference with contract claim against North Fork on the
following allegations: (i) an engagement letter between North Fork and
Salomon Smith Barney expressly states that Salomon Smith Barney would use
information provided by Dime to provide advice to North Fork, (ii) North
Fork was obligated under its 1998 standstill agreement with Dime to
ascertain whether Salomon Smith Barney was prohibited from disclosing
information about Dime to North Fork, (iii) because of this alleged
obligation, North Fork was aware that the 1997 engagement letter between
Salomon Smith Barney and Dime prohibited Salomon Smith Barney from
disclosing confidential information about Dime or, as Dime alleges,
advising North Fork in connection with a business combination transaction
with Dime without Dime's consent, and (iv) North Fork nonetheless
intentionally induced Salomon Smith Barney to breach its agreement with
Dime by retaining Salomon Smith Barney to advise it in connection with its
exchange offer for Dime stock, because "North Fork sought to obtain
intimate knowledge of the business and operations of Dime and [North
American Mortgage Company], knowledge no other investment banker had."
Dime's amended complaint seeks the following relief as against
North Fork: (i) an unspecified amount of damages; (ii) costs and
disbursements of the action; and (iii) such other relief as the court may
deem just and proper.
North Fork believes that the allegations made by Dime against North
Fork in the amended complaint are without merit and intends to contest
Dime's claims vigorously.
DIME SAVINGS EMPLOYEE SOLICITATION LITIGATION.
On May 8, 2000, Dime's principal subsidiary, The Dime Savings Bank
of New York, FSB ("Dime Savings"), filed a complaint and a motion for
preliminary injunction against North Fork and its subsidiary, North Fork
Bank, in New York State Supreme Court. Dime Savings' complaint alleges that
the defendants breached a non-solicitation provision contained in a
confidentiality agreement originally entered into between North Fork and
KeyBank National Association ("KeyBank"), whose rights allegedly were
assigned to Dime Savings when Dime Savings purchased certain KeyBank
branches in 1999. Dime Savings alleged that the defendants breached this
provision by allegedly soliciting three Dime Savings employees to work at
North Fork Bank. Dime Savings also alleges that these employees took with
them confidential information about Dime Savings customers and then began
soliciting certain of those customers, allegedly in violation of codes of
conduct allegedly signed by these employees while employed by Dime Savings.
The defendants believe Dime Savings' claims are without merit and
on May 15, 2000, filed an opposition to Dime Savings' preliminary
injunction motion. On May 17, 2000, the defendants filed a motion to
dismiss Dime Savings' complaint. Also on May 17, Dime Savings sought
expedited discovery from the defendants, and also sought to adjourn the
preliminary injunction motion so that it would have an opportunity to
submit a reply brief. The request for an adjournment was denied and the
court scheduled a hearing for the following afternoon to discuss the
request for expedited discovery.
On May 18, 2000, the defendants filed a brief in opposition to Dime
Savings' request for expedited discovery. That same day, the court
established a briefing schedule for the opposition and reply briefs
concerning the defendants' motion to dismiss the complaint and scheduled a
hearing on all motions for May 25, 2000.
On May 19, 2000, Dime Savings submitted a letter to the court in
which it withdrew without prejudice its motion for a preliminary
injunction. On May 25, 2000, a hearing was held on defendant's motion to
dismiss Dime Savings' complaint and Dime Savings' motion for expedited
discovery.
CERTAIN INFORMATION ABOUT NORTH FORK
North Fork is a commercial bank holding company registered under
the Bank Holding Company Act of 1956. North Fork's primary subsidiary,
North Fork Bank, a New York State-chartered, FDIC-insured commercial bank,
operates retail banking facilities throughout Suffolk and Nassau counties
on Long Island, New York, as well as in the New York City boroughs of
Manhattan, Queens, Brooklyn and the Bronx and in Westchester and Rockland
counties north of New York City. North Fork, through North Fork Bank,
provides a variety of banking and financial services to middle market and
small business organizations, local government units and retail customers
in the metropolitan New York area. At March 31, 2000, North Fork had assets
of $15.0 billion, deposits of $9.0 billion and stockholders' equity of $1.3
billion and operated 154 retail banking facilities.
On February 18, 2000, North Fork completed its acquisition of
Reliance Bancorp, Inc. ("Reliance") in a stock-for-stock merger accounted
for as a purchase. Reliance's principal subsidiary, Reliance Federal
Savings Bank, a savings institution with 29 retail banking offices in
Nassau and Suffolk counties on Long Island, New York, as well as in the New
York City borough of Queens, was merged with North Fork Bank.
On February 29, 2000, North Fork completed its acquisition of JSB
Financial, Inc. ("JSB") in a stock-for-stock merger accounted for using the
pooling-of-interests. JSB's principal subsidiary, Jamaica Savings Bank FSB,
a savings institution with 13 retail banking offices in the New York
metropolitan area, was merged with North Fork Bank.
The principal office of North Fork is located at 275 Broadhollow
Road, Melville, New York, 11747, telephone number (631) 844-1004.
CERTAIN INFORMATION REGARDING PERSONS
WHO MAY BE DEEMED PARTICIPANTS
Pursuant to applicable rules and regulations of the Commission,
North Fork, its directors, certain of its executive officers and the other
persons set forth on Schedule II to this Proxy Statement are or may be
deemed to be "participants" in North Fork's solicitation of proxies from
Dime stockholders pursuant to this Proxy Statement. Except as set forth in
this Proxy Statement (including the Schedules hereto), neither North Fork
nor any of the other participants listed on Schedule II hereto, or any of
their respective associates: (i) directly or indirectly beneficially owns
any shares of Dime Common Stock or any other securities of Dime; (ii) has
had any relationship with Dime in any capacity other than as a stockholder,
or is or has been a party to any transaction, or series of similar
transactions, since May 1, 1998, with respect to any shares of Dime Common
Stock; or (iii) knows of any transactions since January 1, 1999, currently
proposed transaction, or series of similar transactions, to which Dime or
any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any of them or their respective
affiliates had, or will have, a direct or indirect material interest. In
addition, other than as set forth herein, there are no contracts,
arrangements or understandings entered into by North Fork, any other
participant set forth on Schedule II hereto or any of their respective
associates within the past year with any person with respect to any of
Dime's securities, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees
of profit, division of losses or profits, or the giving or withholding of
proxies.
Except as set forth in this Proxy Statement (including the
Schedules hereto), neither North Fork nor any of the other participants set
forth on Schedule II hereto, nor any of their respective associates, has
entered into any agreement or understanding with any person with respect to
(i) any future employment by Dime or its affiliates or (ii) any future
transactions to which Dime or any of its affiliates will or may be a party.
FleetBoston also may be deemed to be a participant in North Fork's
solicitation of proxies by reason of the Stock Purchase Agreement and the
transactions contemplated thereby. However, neither FleetBoston nor any of
FleetBoston's directors or officers intends to solicit proxies from holders
of Dime Common Stock, and FleetBoston disclaims that it is a participant in
North Fork's solicitation of proxies from Dime stockholders. See "Certain
Arrangements With FleetBoston Financial Corporation" for a description of
the Stock Purchase Agreement and the transactions contemplated thereby.
As of May 22, 2000, except as described below, neither FleetBoston
nor, to the best of its knowledge, any of FleetBoston's associates
beneficially owned any securities of Dime. As of May 22, 2000, Fleet
National Bank, a subsidiary of FleetBoston, may be deemed to have had
beneficial ownership of 2,100 shares of Dime Common Stock over which Fleet
National Bank had voting and dispositive control and which shares were held
in a fiduciary capacity. FleetBoston disclaims beneficial ownership of all
of such shares. In addition, as of such date, Fleet National Bank had
record, but not beneficial, ownership of 266,433 shares of Dime Common
Stock over which it had no voting or dispositive power.
In addition, except as set forth in this Proxy Statement, neither
FleetBoston nor to the best of its knowledge any of its associates: (i) has
had any relationship with Dime in any capacity, or is or has been a party
to any transaction, or series of similar transactions, since May 1, 1998,
with respect to any shares of Dime Common Stock, or (ii) knows of any
transactions since January 1, 1999, currently proposed transaction, or
series of similar transactions, to which Dime or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $60,000 and
in which it had, or will have, a direct or indirect material interest. In
addition, other than as set forth herein, there are no contracts,
arrangements or understandings entered into by FleetBoston or to the best
of its knowledge any of its associates within the past year with any person
with respect to any of Dime's securities, including, but not limited to,
joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits, or the
giving or withholding of proxies.
Except as set forth in this Proxy Statement, neither FleetBoston
nor to the best of its knowledge any of its associates has entered into any
agreement or understanding with any person with respect to any future
transactions to which Dime or any of its affiliates will or may be a party.
FleetBoston and its subsidiaries and Dime are currently
participants in a number of lending syndicates with various borrowers where
the loan documents contain customary agreements among syndicate members.
Fleet National Bank (formerly known as BankBoston, N.A., which
itself was formerly known as The First National Bank of Boston), a
subsidiary of FleetBoston, is currently the named transfer agent and
registrar for the Dime Common Stock and named rights agent under Dime's
stockholder protection rights agreement. However, the rights and
obligations under these contracts have been assumed by EquiServe, L.P.,
which is 25% owned by FleetBoston.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
North Fork's Registration Statement, which contains the Exchange
Offer Prospectus and the related letter of transmittal, has been filed with
the Commission under the Securities Act of 1933, as amended. North Fork has
also filed with the Commission a tender offer statement on Schedule TO and
various amendments thereto (the "Schedule TO"), which contains information
relating to the North Fork Offer. North Fork is subject to the
informational filing requirements of the Securities Exchange Act of 1934,
as amended, and, in accordance therewith, is obligated to file reports,
proxy statements and other information with the Commission relating to its
business, financial condition and other matters. Information as of
particular dates concerning North Fork's directors and officers, their
remuneration, options granted to them, the principal holders of North
Fork's securities and any material interests of such persons in
transactions with North Fork is required to be disclosed in proxy
statements distributed to North Fork's stockholders and filed with the
Commission.
The Registration Statement and the Schedule TO and any amendments
thereto, and such reports, proxy statements and other information should be
available for inspection at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at Seven World Trade Center,
Suite 1300, New York, NY 10048 and 500 West Madison Street, Suite 1400,
Chicago, IL 60661 (call 1-800-SEC-0330 for hours). Copies of such
information should be obtainable by mail, upon payment of the Commission's
customary charges, by writing to the Commission's principal office at 450
Fifth Street, N.W., Washington, D.C. 20549-6009. The Commission also
maintains an Internet website at http://www.sec.gov that contains the
Registration Statement and the Schedule TO and any amendments thereto and
the reports, proxy statements and other information filed electronically by
North Fork. North Fork Common Stock is listed on the NYSE under the symbol
"NFB," and reports, proxy statements and other information concerning North
Fork should also be available at the offices of the NYSE located at 20
Broad Street, New York, NY 10005. Copies of such documents may also be
obtained free of charge, by overnight mail or direct electronic
transmission, by calling North Fork's information agent and proxy
solicitor, D.F. King & Co., Inc., toll-free at 1-800-755-7250.
FORWARD-LOOKING STATEMENTS
This Proxy Statement and the other documents referred to in this
Proxy Statement (including the Registration Statement and the Exchange
Offer Prospectus) contain certain forward-looking statements concerning the
financial condition, results of operations and business of North Fork
following the consummation of its proposed acquisition of Dime, the
anticipated financial and other benefits of such proposed acquisition and
the plans and objectives of North Fork's management following such proposed
acquisition, including, without limitation, statements relating to the cost
savings expected to result from the proposed acquisition, anticipated
results of operations of the combined company following the proposed
acquisition and projected earnings per share of the combined company
following the proposed acquisition. Generally, the words "will," "may,"
"should," "continue," "believes," "expects," "intends," "anticipates" or
similar expressions identify forward-looking statements. These
forward-looking statements involve certain risks and uncertainties. Factors
that could cause actual results to differ materially from those
contemplated by the forward-looking statements include, among others, the
following factors: (1) cost savings expected to result from the proposed
acquisition may not be fully realized or realized within the expected time
frame; (2) operating results following the proposed acquisition may be
lower than expected; (3) competitive pressure among financial services
companies may increase significantly; (4) costs or difficulties related to
the integration of the businesses of North Fork and Dime may be greater
than expected; (5) adverse changes in the interest rate environment may
reduce interest margins or adversely affect asset values of the combined
company; (6) increases in the market price of North Fork Common Stock could
result in the recognition of higher amounts of goodwill and other
intangible assets in connection with the proposed acquisition of Dime than
the amounts currently reflected in North Fork's forward-looking earnings
estimates; (7) general economic conditions, whether nationally or in the
market areas in which North Fork and Dime conduct business, may be less
favorable than expected; (8) legislation or regulatory changes may
adversely affect the businesses in which North Fork and Dime are engaged;
or (9) adverse changes may occur in the securities markets.
OTHER INFORMATION
The information concerning Dime, the Annual Meeting and the
Proposed Hudson United Merger contained herein has been taken from or based
upon, and is qualified in its entirety by, publicly available documents
filed by Dime with the Commission and other publicly available information.
North Fork does not take any responsibility for the accuracy or
completeness of such information or for any failure by Dime to disclose
events that may have occurred and may affect the significance or accuracy
of any such information.
The information contained in this Proxy Statement concerning the
North Fork Offer is qualified in its entirety by reference to the more
detailed information contained in the Registration Statement, the Exchange
Offer Prospectus and the Schedule TO, and any amendments or supplements to
any of them.
STOCKHOLDER PROPOSALS
According to the Dime Proxy Statement, in order to be considered
for inclusion in Dime's proxy statement for the annual meeting of
stockholders to be held in 2001, all stockholder proposals must be
submitted to the Secretary of Dime at its offices at 589 Fifth Avenue, New
York, New York 10017, on or before January 25, 2001. Under Dime's by-laws,
stockholder nominations for director and stockholder proposals not included
in Dime's 2001 proxy statement, in order to be considered for possible
action by stockholders at the 2001 annual meeting of stockholders, must be
submitted to the Secretary of Dime, at the address set forth above, not
less than 60 nor more than 90 days in advance of the anniversary of the
date of the notice mailed to Dime stockholders in connection with the
Annual Meeting. In addition, stockholder nominations and stockholder
proposals must meet other applicable criteria set forth in the by-laws of
Dime in order to be considered at the 2001 annual meeting.
North Fork Bancorporation, Inc.
Dated: [ ], 2000
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
SCHEDULE I
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT OF DIME
Based on information contained in the Dime Proxy Statement, as of
the Record Date, there were 111,724,928 shares of Dime Common Stock
outstanding. The information concerning Dime contained herein has been
taken from or based upon publicly available documents on file with the
Commission and other publicly available information. North Fork does not
take any responsibility for the accuracy or completeness of such
information or for any failure by Dime to disclose events that may have
occurred and may affect the significance or accuracy of any such
information.
The following table sets forth certain information as of May 18,
2000 (except as noted below) regarding the beneficial ownership of Dime
Common Stock by (a) each of Dime's current directors, (b) each of Dime's
"named executive officers," (c) all of Dime's directors and executive
officers as a group, and (d) each person who, to Dime's knowledge,
beneficially owned more than 5% of Dime's outstanding common stock. The
table was taken from the Dime Proxy Statement.
<TABLE>
<CAPTION>
Percent Of
Name of Beneficial Owner (And Shares Of Common Stock Outstanding
Address of Owners of More than 5%) Beneficially Owned (1) Common Stock
---------------------------------- ------------------ ------------
<S> <C> <C>
Lawrence J. Toal...................................... 1,128,984 (2) *
Derrick D. Cephas..................................... 11,500 (3) *
Frederick C. Chen..................................... 22,360 *
J. Barclay Collins II................................. 9,500 *
Richard W. Dalrymple.................................. 19,049 (4) *
James F. Fulton....................................... 13,662 (5) *
Sally Hernandez-Pinero................................ 6,600 *
Fred B. Koons......................................... 153,260 (4) *
Virginia M. Kopp...................................... 17,745 (6) *
James M. Large, Jr.................................... 409,776 *
John Morning.......................................... 8,405 *
Margaret Osmer-McQuade................................ 29,238 (7) *
Paul A. Qualben....................................... 30,506 *
Eugene G. Schulz, Jr.................................. 19,658 *
Howard Smith.......................................... 58,500 *
Norman R. Smith....................................... 9,500 *
Ira T. Wender......................................... 26,375 (8) *
Anthony R. Burriesci.................................. 334,820 *
Richard A. Mirro...................................... 262,883 (4) *
Carlos R. Munoz....................................... 140,950 *
Peyton R. Patterson................................... 165,132 *
All Directors and Executives as a Group (24 persons).. 3,534,665 (4) 3.16%
J.P. Morgan & Co. Incorporated........................ 7,058,056 (9) 6.37%
60 Wall Street
New York, NY 10260
Wellington Management Company, LLP.................... 6,951,800 (10) 6.13%
75 State Street
Boston, MA 02109
Vanguard Windsor Fund................................. 6,859,200 (11) 6.04%
c/o Wellington Management Company, LLP
75 State Street
Boston, MA 02109
</TABLE>
* Less than 1%.
(1) The directors, executive officers, and group named in the table
above have sole or shared voting power or investment power with
respect to the shares listed in the table. The share amounts listed
include shares of Dime's common stock that the following persons
have the right to acquire within 60 days from May 18, 2000:
Lawrence J. Toal, 762,858; each of Derrick D. Cephas, Frederick C.
Chen, James F. Fulton, Sally Hernandez-Pinero, Virginia M. Kopp,
John Morning, Margaret Osmer-McQuade, Paul A. Qualben, and Ira T.
Wender, 1,500; each of J. Barclay Collins II, Richard W. Dalrymple,
Eugene G. Schulz, Jr., Howard Smith, and Norman R. Smith, 4,500;
Fred B. Koons, 101,700; James M. Large, Jr., 256,834; Anthony R.
Burriesci, 208,700; Richard A. Mirro, 173,200; Carlos R. Munoz,
92,600; Peyton R. Patterson, 96,767; and all current directors and
executive officers as a group, 2,163,294. These numbers reflect all
of the outstanding stock options held by each of the foregoing
persons. Under the terms of the stock incentive plans pursuant to
which these options were granted, an event requiring the vesting of
all unexercisable stock options has occurred in connection with
North Fork's tender offer to acquire Dime's common stock and
therefore, all of the previously unexercisable options became
exercisable.
(2) Includes 334 shares held by Mr. Toal's spouse, as to which he
disclaims beneficial ownership.
(3) Includes an aggregate of 2,000 shares owned by or in trust for Mr.
Cephas' children, as to which he disclaims beneficial ownership.
(4) Includes shares held by the Trustee of Dime's 401(k) plan with
respect to the account of the individual or certain members of the
group based on reports dated as of December 31, 1999.
(5) Includes an aggregate of 832 shares owned by or in trust for Mr.
Fulton's spouse, as to which he disclaims beneficial ownership.
(6) Includes an aggregate of 3,000 shares owned by or in trust for Mrs.
Kopp's spouse, as to which she disclaims beneficial ownership.
(7) Includes 7,000 shares owned in trust for Ms. Osmer-McQuade's
spouse, as to which she disclaims beneficial ownership.
(8) Includes 3,000 shares held by Mr. Wender's spouse, as to which he
disclaims beneficial ownership.
(9) The information as to J.P. Morgan & Co. Incorporated is derived
from a Schedule 13G, filed by J.P. Morgan on February 10, 2000,
which states that, as of December 31, 1999, J.P. Morgan, directly
or through certain of its subsidiaries, including Morgan Guaranty
Trust Company of New York, J.P. Morgan Investment Management, Inc.,
J.P. Morgan Florida Federal Savings Bank and Morgan Tokyo Bank, had
sole voting power with regard to 4,448,620 of the shares indicated
above, shared voting power with regard to none of such shares, sole
dispositive power with regard to 6,901,456 of such shares, and
shared dispositive power with regard to none of such shares.
(10) The information as to Wellington Management Company, LLP is derived
from a Schedule 13G, filed by Wellington on February 11, 2000,
which states that, as of December 31, 1999, Wellington, directly or
through its subsidiary, Wellington Trust Company, NA, had sole
voting power with regard to none of the shares indicated above,
shared voting power with regard to 2,600 of such shares, sole
dispositive power with regard to none of such shares, and shared
dispositive power with regard to 6,951,800 of such shares. The
6,951,800 shares beneficially held by Wellington includes 6,859,200
shares beneficially held by Vanguard Windsor Funds (see note (11)
below).
(11) The information as to Vanguard Windsor Funds is derived from a
Schedule 13G, filed by Vanguard on February 8, 2000, which states
that, as of December 31, 1999, Vanguard had sole voting power with
regard to 6,859,200 of the shares indicated above, shared voting
power with regard to none of such shares, sole dispositive power
with regard to none of such shares, and shared dispositive power
with regard to 6,859,200 of such shares. These shares are included
in the 6,951,800 shares beneficially held by Wellington (see note
(10) above).
SCHEDULE II
INFORMATION CONCERNING THE DIRECTORS OF NORTH FORK
AND OTHER PERSONS WHO MAY BE DEEMED TO BE PARTICIPANTS
IN NORTH FORK'S SOLICITATION OF PROXIES
The following tables set forth the name and title of persons who
may be deemed to be participants on behalf of North Fork in the
solicitation of proxies from the stockholders of Dime. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers
to employment with North Fork. The principal business address of North Fork
and, unless otherwise indicated, the business address of each individual
identified below is 275 Broadhollow Road, Melville, New York 11747.
DIRECTORS OF NORTH FORK
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
----------- --------------------------------------------
<S> <C>
Park T. Adikes....................... Former Chairman and Chief Executive Officer of JSB Financial,
Inc.
John Bohlsen......................... Vice Chairman of North Fork and North Fork Bank. President of
The Helm Development Corp. (real estate company).
Irvin L. Cherashore.................. Director of Winchester Group, Inc. (money management and
institutional brokerage company). Mr. Cherashore's principal
business address is 153 East 53rd Street, Suite 5101, New York, New
York 10022.
Allan C. Dickerson................... Former President of Roy H. Reeve Agency, Inc. (general insurance
company) (1975-1994).
Lloyd A. Gerard...................... Antique dealer and auctioneer. Owner of Lloyd's Antiques. Mr.
Gerard's principal business address is 496 Main St., Eastport, New
York 11941.
Daniel M. Healy...................... Executive Vice President and Chief Financial Officer of North Fork
and Executive Vice President of North Fork Bank.
John A. Kanas........................ Chairman, President and Chief Executive Officer of North Fork and
North Fork Bank.
Patrick E. Malloy, III............... Former Chairman of New York Bancorp Inc.; President of Malloy
Enterprises, Inc. (private placement company). Mr. Malloy's
principal business address is Malloy Enterprises, Inc., Bay St. at the
Waterfront, Sag Harbor, New York 11963.
Raymond A. Nielsen................... Former President and Chief Executive Officer of Reliance Bancorp,
Inc.
James F. Reeve....................... President of Harold R. Reeve & Sons, Inc. (general construction
company). Mr. Reeve's principal business address is Harold R.
Reeve & Sons, North Road, Mattituck, New York 11952.
George H. Rowsom..................... President of S.T. Preston & Sons, Inc. (retail marine supplies
company). Mr. Rowsom's principal business address is Main St.
Wharf, Greenport, New York 11944.
Kurt R. Schmeller.................... Former President of Queens Borough Community College, CUNY.
Raymond W. Terry, Jr................. Former Chairman and President of Southold Savings Bank.
EXECUTIVE OFFICERS OF NORTH FORK
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
----------- --------------------------------------------
Kevin O'Connor....................... Executive Vice President.
</TABLE>
As of the date of this Proxy Statement, North Fork beneficially
owns 690,900 shares of Dime Common Stock, and Park T. Adikes beneficially
owns 100 shares of Dime Common Stock.
OTHER PERSONS WHO MAY ALSO BE DEEMED TO BE "PARTICIPANTS"
North Fork has retained Sandler O'Neill & Partners, L.P. ("Sandler
O'Neill") to act as its financial advisor and dealer-manager in connection
with the North Fork Offer. North Fork has agreed that it will pay Sandler
O'Neill aggregate financial advisory fees of not more than 40 basis points
of the aggregate purchase price paid by North Fork in the North Fork Offer
and the Proposed North Fork Merger should North Fork acquire control of
Dime. North Fork has also agreed to reimburse Sandler O'Neill for its
reasonable out-of-pocket expenses, including the fees and expenses of its
legal counsel incurred in connection with Sandler O'Neill's engagement by
North Fork. In addition, North Fork has agreed to indemnify Sandler O'Neill
and certain related persons against certain liabilities, including certain
liabilities under the federal securities laws, arising out of its
engagement. In connection with Sandler O'Neill's role as financial advisor
to North Fork, the investment banking employees of Sandler O'Neill named
below may communicate in person, by telephone or otherwise with a limited
number of institutions, brokers or other persons who are stockholders of
Dime and may solicit proxies from these institutions, brokers or other
persons. Sandler O'Neill does not admit that it or any of its partners,
directors, officers, employees, affiliates or controlling persons, if any,
is a "participant" as defined in Schedule 14A promulgated under the
Exchange Act, in the solicitation of proxies, or that Schedule 14A requires
the disclosure of certain information concerning it.
NAME POSITIONS
----------- ----------------------
Herman S. Sandler.................... Senior Managing Principal
Christopher Quackenbush.............. Principal
John Rodak........................... Managing Director
Scott Shannon........................ Associate Director
Sandler O'Neill's principal business address is Two World Trade
Center, New York, New York 10048. Sandler O'Neill engages in a full range
of investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal course of
its business, Sandler O'Neill may trade the debt and equity securities of
Dime for its own account and the accounts of its customers, and,
accordingly, may at any time hold a long or short position in such
securities. Sandler O'Neill has informed North Fork that, as of the close
of business on May 17, 2000, none of Sandler O'Neill, any of its affiliates
or any of the Sandler O'Neill employees named in the table above owned any
shares of Dime Common Stock for their own account. Sandler O'Neill has also
informed North Fork that, as of May 17, 2000, Sandler O'Neill Asset
Management LLC, which may be deemed to be an affiliate of Sandler O'Neill,
has voting and dispositive power over 60,000 shares of Dime Common Stock
and that Sandler O'Neill also may have voting and dispositive power with
respect to certain shares of Dime Common Stock held in brokerage and other
accounts. Sandler O'Neill disclaims beneficial ownership of such shares of
Dime Common Stock.
SCHEDULE III
TRANSACTIONS IN DIME SECURITIES BY THE PARTICIPANTS WITHIN TWO
YEARS OF MAY 1, 2000
<TABLE>
<CAPTION>
For the account of: Date Nature of Transaction Number of Shares Price Per Share
------------------ ---- ---------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
North Fork 5/18/99 Purchase 200,000 $21.779
5/19/99 Purchase 110,000 21.705
5/20/99 Purchase 43,000 21.680
5/21/99 Purchase 66,500 21.486
5/25/99 Purchase 71,400 20.926
5/26/99 Purchase 100,000 20.642
9/13/99 Purchase 25,000 18.000
9/14/99 Purchase 75,000 17.927
Park T. Adikes 6/5/98 Purchase 100 31.09
</TABLE>
IMPORTANT
If your shares are held in your own name, please sign, date and
return the enclosed GOLD proxy card today. If your shares are held in
"Street-Name," only your broker or bank can vote your Shares and only upon
receipt of your specific instructions. Please return the enclosed GOLD
proxy card to your broker or bank and contact the person responsible for
your account to ensure that a GOLD proxy is voted on your behalf.
Do not sign any white proxy card you may receive from Dime.
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
P
R THIS PROXY IS SOLICITED ON BEHALF OF NORTH FORK BANCORPORATION, INC.
O FOR THE ANNUAL MEETING OF STOCKHOLDERS
X OF DIME BANCORP, INC.
Y TO BE HELD ON [ ], 2000
The undersigned stockholder of Dime Bancorp, Inc. ("Dime") hereby
appoints Linda Bishop and Kathleen H. Martin, and each of them,
attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of common stock, par value
$0.01 per share, of Dime which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of Dime to be held on [ ],
2000, at [ ], and at any adjournments, postponements, continuations
or reschedulings thereof (the "Annual Meeting"), with all the
powers the undersigned would possess if personally present at the
Annual Meeting, as directed on the reverse side.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
IN OPPOSITION TO THE SOLICITATION BY THE DIME BANCORP, INC. BOARD OF DIRECTORS
---------
SEE
REVERSE
SIDE
---------
X Please mark your
vote as this
example
NORTH FORK RECOMMENDS THAT YOU WITHHOLD AUTHORITY TO VOTE FOR DIME'S
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS LISTED BELOW.
1. ELECTION OF DIRECTORS. Unless marked otherwise, this proxy will be
voted to "WITHHOLD AUTHORITY" for all nominees listed below.
[ ] WITHHOLD AUTHORITY for all nominees listed below
[ ] FOR all nominees listed below (except as indicated).
(If you wish to withhold authority to vote for any individual nominee
or nominees, strike a line through the nominee's name in the list
below):
<TABLE>
<S> <C> <C> <C> <C> <C>
J. Barclay Collins II James F. Fulton Virginia M. Kopp Sally Hernandez-Pinero Lawrence J. Toal
</TABLE>
2. The proxies are authorized to vote in their discretion upon all such
other matters as may properly come before the Annual Meeting.
<TABLE>
<S> <C>
PLEASE COMPLETE, SIGN AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED, POSTAGE-PREPAID, BUSINESS
REPLY ENVELOPE. NO ADDITIONAL POSTAGE IS NECESSARY IF
SUCH ENVELOPE IS MAILED IN THE UNITED STATES.
SIGNATURE____________________________DATED_____________, 2000
SIGNATURE (if held jointly) __________________________DATED_____________, 2000
Please sign your name exactly as it appears hereon. When signing as
attorney, executor, administrator, trustee or guardian please give your
full title. If a corporation, please sign in full corporate name by the
president or other authorized officer. If a partnership, please sign the
partnership name by authorized person(s).
If you need assistance in voting your shares, please This proxy revokes all prior proxies given by the
call North Fork's proxy solicitor, D.F. King & Co., undersigned with respect to the matters covered hereby.
Inc., toll-free at 1-800-755-7250.
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