Filed by North Fork Bancorporation, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14d-2 and 14a-12 of the Securities
Exchange Act of 1934
Subject Company: Dime Bancorp, Inc.
Commission File No. 001-13094
[NFB LOGO]
March 9, 2000
Dear Dime Stockholder:
ON MARCH 5, NORTH FORK BANCORPORATION ANNOUNCED ITS INTENTION TO
COMMENCE AN EXCHANGE OFFER TO ACQUIRE DIME BANCORP, INC. The North Fork
offer represents a substantial premium to what you are offered in Dime's
proposed merger with Hudson United Bancorp.
ON MARCH 6 - - ONLY ONE DAY AFTER WE ANNOUNCED OUR OFFER AND WITHOUT
CONSULTING YOU - - DIME'S BOARD OF DIRECTORS UNANIMOUSLY REJECTED THE NORTH
FORK OFFER AND DECLARED THAT IT SIMPLY WILL NOT CONSIDER AN ACQUISITION OF
DIME BY NORTH FORK. For this reason, among others, the board claims that
our offer is not a viable alternative to its own plan for Dime - - a
no-premium "merger of equals" with Hudson United Bancorp. WE THINK YOU
DESERVE BETTER.
DO WHAT'S BEST FOR YOU!
YOUR BOARD OF DIRECTORS CAN REJECT THE NORTH FORK OFFER, BUT THEY
CANNOT IGNORE YOUR VOTE. Based on March 8, 2000 closing market prices, our
offer represents a 33% premium over the $11.64 per share implied value of
the Hudson United merger being proposed by Dime's board of directors. YOU
CAN TELL THE BOARD THAT YOU WANT THE OPPORTUNITY TO PARTICIPATE IN THE
NORTH FORK OFFER BY VOTING "AGAINST" THE HUDSON UNITED MERGER.
You will be receiving a WHITE proxy card from Dime's Board of
Directors seeking your vote in favor of the Hudson United merger. YOU CAN
USE THE WHITE PROXY CARD TO VOTE "AGAINST" THE HUDSON UNITED MERGER BY
CHECKING THE BOX MARKED "AGAINST" AND SENDING IT BACK IN THE ENVELOPE
PROVIDED BY DIME. BE SURE TO DATE AND SIGN THE CARD. If you have not
already voted, you can also vote "AGAINST" the Hudson United merger by
simply not voting.
Very truly yours,
/s/ John A. Kanas
John A. Kanas
Chairman, President and
Chief Executive Officer
If you have any questions or need assistance in voting your shares, please
call our proxy solicitation firm, D. F. King & Co., Inc. at 1-800-755-7250.
* * * * *
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 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
preliminary 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 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 by North Fork with the Securities and
Exchange Commission on March 7, 2000.
