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
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ 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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CERTAIN INFORMATION CONCERNING PARTICIPANTS
The following tables set forth the name and title of persons who may
be deemed to be participants on behalf of North Fork Bancorporation, Inc.
("North Fork") in the solicitation of proxies from the stockholders of Dime
Bancorp, Inc. ("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
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
----------------- -----------------------------------------------------
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.
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.
EXECUTIVE OFFICERS OF NORTH FORK
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
----------------- ----------------------------------------------------------
Kevin O'Connor Executive Vice President.
As of the date of this filing, North Fork is the beneficial owner of
690,000 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.
NORTH FORK NOMINEES FOR THE DIME BOARD OF DIRECTORS
In the event that a special meeting of Dime stockholders is called by
Dime for the purpose of electing directors to the Dime board of directors,
then North Fork will nominate the following persons for the Dime board of
directors: Josiah T. Austin, Geraldine A. Ferraro, Warren Marcus, Muriel
Siebert and A. Robert Towbin. The following table sets forth the name,
principal business address and present principal occupation or employment
of each proposed nominee.
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
---------------- -------------------------- ------------------------------------------
<S> <C> <C>
Josiah T. Austin El Coronado Ranch Rancher and sole Managing Member of
Star Route Box 395 El Coronado Holdings LLC
Pearce, Arizona 85625 (family investment company).
Geraldine A. Ferraro G & L Strategies President of G&L Strategies (practice
The Chrysler Building group), political analyst for Fox News,
405 Lexington Avenue teacher at Georgetown University - and
New York, NY 10017 columnist for the New York Times Syndicate.
Warren Marcus WRM Equity Management, President and CEO of Warren Marcus
160 North State Road and Associates, Inc. its wholly-owned affiliate
Briarcliff Manor, NY WRM Equity Management, Inc. (investment advisor).
Muriel Siebert Siebert Financial Corp Chairwoman and President of Siebert
885 Third Avenue Financial Corp. (holding company) and
New York, NY 10022 President of Muriel Siebert & Co., Inc.
(retail discount brokerage firm).
A. Robert Towbin C.E. Unterberg, Towbin Co-Chairman of C.E. Unterberg, Towbin
Swiss Bank Tower (investment bank/brokerage).
10 East 50th Street
New York, NY 10022
</TABLE>
Josiah T. Austin is the trustee of two trusts each of which holds 150
shares of Dime Common Stock. El Coronado Holdings LLC, of which Mr. Austin
is the sole Managing Member, owns 111,300 shares of Dime Common Stock.
Warren Marcus is the beneficial owner of 5,000 shares of Dime Common Stock.
WRM Equity Management, Inc., of which Mr. Marcus is the President and CEO,
manages the portfolio of a public pension fund which holds 68,000 shares of
Dime Common Stock.
