SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for the use of the
Commission only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to Rule 14a-12
DIME BANCORP, INC.
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(Name of Registrant As Specified In Its Charter)
NORTH FORK BANCORPORATION, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
North Fork Bancorporation, Inc. ("North Fork") and the following
persons named below may be deemed to be "participants" in North Fork's
solicitation of proxies from stockholders of Dime Bancorp, Inc. ("Dime")
for use at the special meeting of Dime stockholders to be held on March 15,
2000: the directors of North Fork (John A. Kanas (Chairman of the Board,
President and Chief Executive Officer), John Bohlsen (Vice Chairman),
Thomas M. O'Brien (Vice Chairman); Park T. Adikes, Irvin L. Cherashore,
Allan C. Dickerson, Lloyd A. Gerard, Daniel M. Healy (Executive Vice
President and Chief Financial Officer), Patrick E. Malloy, III, Raymond A.
Neilson, James F. Reeve, George H. Rowson, Kurt R. Schmeller and Raymond W.
Terry); and Kevin O'Connor (Executive Vice President).
As of the date of this filing, North Fork is the beneficial owner of
690,900 shares of common stock, par value $0.01 per share (the "Dime Common
Stock"), of Dime, and Park T. Adikes is the beneficial owner of 100 shares
of Dime Common Stock. Other than as set forth herein, as of the date of
this filing, neither North Fork nor any of the persons listed above has any
interest, direct or indirect, by security holding or otherwise, in Dime.
North Fork has retained Salomon Smith Barney ("Salomon Smith Barney")
and Sandler O'Neill & Partners, L.P. ("Sandler O'Neill" and together with
Salomon Smith Barney, the "Financial Advisors") to act as its financial
advisors in connection with an offer (the "Offer") to be made by North Fork
to exchange each outstanding share of Dime Common Stock for 0.9302 shares
of North Fork common stock and $2.00 in cash, for which the Financial
Advisors may receive substantial fees, as well as reimbursement of
reasonable out-of-pocket expenses. In addition, North Fork has agreed to
indemnify the Financial Advisors and certain related persons against
certain liabilities, including certain liabilities under the federal
securities laws, arising out of their engagement. Neither Salomon Smith
Barney nor Sandler O'Neill admits 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
Securities Exchange Act of 1934, as amended, in the solicitation of
proxies, or that Schedule 14A requires the disclosure of certain
information concerning it.
In connection with Salomon Smith Barney's role as financial advisor
to North Fork, the following investment banking employees of Salomon Smith
Barney 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: David M. Head, James M. Harasimowicz, Gideon Asher, Paul D. Sowell
II and Tamara Rubinoff. Salomon Smith Barney engages in a full range of
investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal course of
its business Salomon Smith Barney may trade 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. Salomon Smith Barney has
informed North Fork that, as of March 6, 2000, certain affiliates of
Salomon Smith Barney beneficially own 465,118 shares of the Dime Common
Stock for their own account. Salomon Smith Barney and certain of its
affiliates also may have voting and dispositive power with respect to
certain shares of Dime Common Stock held in asset management, brokerage and
other accounts; however, Salomon Smith Barney and such affiliates disclaim
beneficial ownership of such shares of Dime Common Stock.
In connection with Sandler O'Neill's role as financial advisor to
North Fork, Messrs. Herman S. Sandler, Senior Managing Principal, and
Christopher Quackenbush, Principal, of Sandler O'Neill 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
engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual
clients. In the normal course of its business Sandler O'Neill may trade
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 March 6,
2000, Sandler O'Neill holds no shares of the Dime Common Stock for its own
account. Sandler O'Neill has also informed North Fork that, as of March 6,
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 145,000
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.
On March 5, 2000, North Fork entered into a Stock Purchase Agreement
(the "Stock Purchase Agreement") with FleetBoston Financial Corporation
("FleetBoston") pursuant to which FleetBoston agreed, subject to the
satisfaction of certain conditions, to purchase 250,000 shares of North
Fork's Series B Noncumulative Convertible Preferred Stock and Common Stock
Purchase Rights to acquire 7,500,000 shares of North Fork common stock, for
an aggregate purchase price of $250,000,000.
FleetBoston, a Rhode Island corporation with its principal executive
office at One 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 FleetBoston Financial Group, Inc. None
of FleetBoston or any of FleetBoston's officers or directors intends to
solicit proxies from holders of Dime Common Stock, and FleetBoston
disclaims that it is a participant in such solicitation, although
FleetBoston may be deemed to be a participant by reason of the Stock
Purchase Agreement and the transactions contemplated thereby.
As of the date of this filing, except as described below, FleetBoston
does not beneficially own or own of record any securities of Dime. As of
December 31, 1999, certain FleetBoston subsidiaries may be deemed to have
had beneficial ownership of 79,594 shares of Dime Common Stock, which
shares were held in a fiduciary capacity. FleetBoston disclaims beneficial
ownership of all of these shares.
* * * * *
Investors and security holders are advised to read North Fork's preliminary
proxy statement with respect to North Fork's solicitation of proxies
against the proposed Dime/Hudson merger, filed today with the Securities
and Exchange Commission, and North Fork's registration statement with
respect to its exchange offer for Dime common stock, when it becomes
available, because each of these documents contains, or will contain,
important information. Investors and security holders may obtain a free
copy of the proxy statement, the exchange offer registration statement
(when available) and other documents filed by North Fork with the SEC at
the SEC's Internet web site at www.sec.gov. The proxy statement, the
exchange offer registration statement (when available) and such other
documents may also be obtained for free from North Fork by directing such
request to: North Fork Bancorporation, Inc., 275 Broad Hollow Road,
Melville, New York 11747, Attention: Corporate Secretary, telephone: (516)
844-1004.
