SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for the use of the
Commission only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/x/ 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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FOR IMMEDIATE RELEASE INVESTOR: DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
516-844-1258
PRESS: KEKST AND COMPANY
VICTORIA WELD
JEREMY FIELDING
212-521-4800
MELVILLE, N.Y. - MARCH 27, 2000 - NORTH FORK BANCORPORATION, INC.
(NYSE:NFB) announced today that it may be prepared to increase and/or
change the mix of stock and cash in its offer for Dime Bancorp, Inc. John
Adam Kanas, Chairman, President and Chief Executive Officer of North Fork
stated: "We would welcome an opportunity to meet with Dime management and
members of its Board of Directors in order to provide them with an
opportunity to convince us that Dime's earnings potential is greater than
we estimate. This process would serve as a basis for our consideration of
both increasing and possibly changing the mix of our stated offer. We
extend this offer in good faith and look forward to a favorable response
from them."
North Fork added it would enter into discussions with Dime only with the
consent of Hudson United Bancorp. As previously reported, Dime's merger
agreement with Hudson United currently prohibits Dime from entering into
discussions with third parties, including North Fork, concerning
acquisition transactions. Mr. Kanas stated: "I intend to contact Ken
Neilson, Hudson's Chief Executive, promptly to seek to obtain Hudson
United's consent to allow us to enter into discussions with Dime."
Investors and security holders are advised to read North Fork's proxy
statement with respect to North Fork's solicitation of proxies against the
proposed Dime/Hudson merger and North Fork's registration statement with
respect to its exchange offer for Dime common stock, each as filed with the
Securities and Exchange Commission, and any amendments or supplements to
either of them, because each of these documents contains important
information. Investors and security holders may obtain a free copy of the
proxy statement, the exchange offer registration statement and other
documents filed by North Fork with the SEC at the SEC's Internet web site
at www.sec.gov. The proxy statement, the exchange offer registration
statement and such other documents may also be obtained free of charge by
overnight mail or direct electronic transmission by calling North Fork's
proxy solicitor, D.F. King & Co., Inc., toll-free at 1-800-755-7250.
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