<PAGE>
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
[ ] Confidential, for the use of the Commission
only (as permitted by Rule 14a-6(e)(2))
DIME BANCORP, INC.
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(Name of Registrant As Specified In Its Charter)
NORTH FORK BANCORPORATION, INC.
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(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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<PAGE>
2000 ANNUAL MEETING OF STOCKHOLDERS
OF
DIME BANCORP, INC.
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 2000 annual
meeting of stockholders (the "Annual Meeting") of Dime Bancorp, Inc., a
Delaware corporation ("Dime"). At the time that this document was approved for
printing, Dime had not yet publicly announced the date, time or place of the
Annual Meeting. The date, time and place of the Annual Meeting will be set
forth in Dime's definitive proxy statement regarding the Annual Meeting and
will be included in any additional solicitation materials sent to you by North
Fork thereafter. 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 June 9,
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
<PAGE>
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.
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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 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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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
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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.
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REASONS FOR THE SOLICITATION
Despite the termination of the Dime-Hudson Merger Agreement almost six
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 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
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to do any transaction whether this would be the right time or not. And
so, we are looking at each of the alternatives.*
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
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
almost six 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 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.
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* The Daily Deal, May 9, 2000.
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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 SEEK A BUYER FOR 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 June 7, 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
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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 proposal 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 has 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.
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
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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
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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 7, 2000 (the last trading day before the date
of this Proxy Statement), the North Fork Offer had a value of $17.81 per share
of Dime Common Stock, which represents a 41.6% 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.
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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, although no assurances can be made, North Fork currently
anticipates that it will extend the expiration date of the Offer beyond June
30, 2000.
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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
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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).
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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 previous 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.
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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 claims 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 claims 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
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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.
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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.
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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.
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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
21
<PAGE>
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.
22
<PAGE>
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
23
<PAGE>
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.
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.
24
<PAGE>
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.
25
<PAGE>
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: June 8, 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
26
<PAGE>
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 ...................... 153,230(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) *
</TABLE>
I-1
<PAGE>
<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>
Anthony R. Burriesci .................. 334,820 *
Richard A. Mirro ...................... 262,942(4) *
Carlos R. Munoz ....................... 140,950 *
Peyton R. Patterson ................... 165,132 *
All Directors and Executives as a Group
(24 persons) ......................... 3,525,684(4) 3.16%
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, NY 10260 ................... 7,058,056(9) 6.37%
Wellington Management Company, LLP
75 State Street
Boston, MA 02109 ..................... 6,951,800(10) 6.13%
Vanguard Windsor Fund
c/o Wellington Management
Company, LLP
75 State Street
Boston, MA 02109 ..................... 6,859,200(11) 6.04%
</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.
I-2
<PAGE>
(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 May 18, 2000.
(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).
I-3
<PAGE>
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<PAGE>
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.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------------------- ------------------------------------------------------
<S> <C>
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.
</TABLE>
EXECUTIVE OFFICERS OF NORTH FORK
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
------------------------- ---------------------------------------------
<S> <C>
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.
<TABLE>
<CAPTION>
NAME POSITIONS
---------------------------------- --------------------------
<S> <C>
Herman S. Sandler ................ Senior Managing Principal
Christopher Quackenbush .......... Principal
John Rodak ....................... Managing Director
Scott Shannon .................... Associate Director
</TABLE>
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
II-2
<PAGE>
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.
II-3
<PAGE>
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<PAGE>
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>
III-1
<PAGE>
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 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
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF NORTH FORK BANCORPORATION, INC.
IN OPPOSITION TO THE SOLICITATION BY THE DIME BANCORP, INC. BOARD OF DIRECTORS
FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS OF DIME
The undersigned stockholder of Dime Bancorp, Inc. ("Dime") hereby appoints
Linda Bishop and Kathleen H. Martin, and each of them individually, 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 2000 Annual Meeting of Stockholders of
Dime, 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.
NORTH FORK RECOMMENDS THAT YOU WITHHOLD AUTHORITY TO VOTE FOR DIME'S NOMINEES
LISTED BELOW.
1. ELECTION OF DIRECTORS.
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
[ ] FOR all nominees listed below (except as indicated)
J. Barclay Collins II James F. Fulton Virginia M. Kopp
Sally Hernandez-Pinero Lawrence J. Toal
(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 ABOVE)
2. The proxies are authorized to vote in their discretion upon all such other
matters as may properly come before the Annual Meeting.
[X] Please mark your vote as this example
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE>
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder and at the discretion of the proxy holders as to
any other business that may properly come before the Annual Meeting. Unless
marked otherwise, this proxy will be voted to "WITHHOLD AUTHORITY" for all
nominees listed on the reverse side.
PLEASE COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED,
POSTAGE-PREPAID, BUSINESS REPLY ENVELOPE. THIS PROXY REVOKES ALL PRIOR PROXIES
GIVEN BY THE UNDERSIGNED WITH RESPECT TO THE MATTERS COVERED HEREBY.
DATED
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SIGNATURE(S)
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SIGNATURES, IF HELD JOINTLY
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 call North Fork's proxy
solicitor, D.F. King & Co., Inc., toll-free at 1-800-755-7250.
