Filed by North Fork Bancorporation, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rules 14a-12 and 14d-2 of the Securities
Exchange Act of 1934
Subject Company: Dime Bancorp, Inc.
Commission File No. 001-13094
FOR IMMEDIATE RELEASE Investor: Daniel M. Healy
Executive Vice President
Chief Financial Officer
516-844-1258
Press: Kekst and Company
Robert D. Siegfried
212-521-4832
NORTH FORK TO COMMENCE EXCHANGE OFFER
TO ACQUIRE DIME SHARES
Melville, N.Y. - March 15, 2000 - North Fork Bancorporation, Inc.
(NYSE:NFB) announced today that it has filed its exchange offer materials
with the Securities and Exchange Commission and that it will be commencing
its exchange offer to Dime Bancorp shareholders to acquire their shares in
Dime. North Fork is offering 0.9302 shares of North Fork common stock and
$2 net in cash for each share of Dime common stock outstanding. "Dime
shareholders are being given two opportunities to send a clear and
unequivocal message to Dime executives and its board members," stated John
Adam Kanas, Chairman, President and Chief Executive Officer. "Most
importantly, they should continue to vote against the proposed Dime-Hudson
merger, and now that we are commencing the exchange offer, they will have
the opportunity to tender their shares to us, " he said. "Dime shareholders
are reminded that tendered shares may be withdrawn prior to the expiration
of the offer if they choose," he said.
As reported previously, Institutional Shareholder Services (ISS),
the nation's leading investor voting advisory service, recommended that
Dime shareholders vote against the proposed Dime-Hudson merger. The ISS
research report can be viewed at North Fork's website
"http://www.northforkbank.com/".
North Fork now has approximately $16 billion in assets and
operates from 154 branch locations throughout the New York Metropolitan
area and Connecticut.
Investors and security holders are advised to read North Fork's proxy
statement with respect to North Fork's solicitation of proxies against the
proposed Dime/Hudson United merger, filed with the Securities and Exchange
Commission, and North Fork's registration statement with respect to its
exchange offer for Dime common stock, because each of these documents
contains important information. Investors and security holders may obtain a
free copy of the proxy statement, the exchange offer registration statement
and other documents filed by North Fork with the SEC at the SEC's Internet
web site at "http://www.sec.gov" . The proxy statement, the exchange offer
registration statement and such other documents may also be obtained free
of charge by overnight mail or direct electronic transmission by calling
D.F. King &Co., Inc. toll-free at 1-800-755-7250.
North Fork, its directors and executive officers and certain other persons
may be deemed to be "participants" in North Fork's solicitation of proxies
from Dime stockholders. A detailed list of the names, affiliations and
interests of the participants in the solicitation is contained in a
statement on Schedule 14A filed March 7, 2000 by North Fork with the
Securities and Exchange Commission.
