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
AN IMPORTANT MESSAGE TO ALL DIME BANCORP SHAREHOLDERS:
NORTH FORK TO COMMENCE
EXCHANGE OFFER TO ACQUIRE DIME
North Fork remains fully committed to its proposal to acquire Dime.
However, if Dime's proposed merger with Hudson United is approved by Dime
shareholders, North Fork will not proceed with its exchange offer.
VOTE AGAINST THE DIME-HUDSON UNITED MERGER
NORTH FORK'S SUPERIOR OFFER
Under our offer, Dime Shareholders would receive 0.9302 shares of North
Fork common stock and $2 in cash per Dime share. This is a significant
premium over the implied value of the Hudson United merger and also
increases Dime shareholders' dividends(1)
PROPOSED HUDSON UNITED MERGER
Under Dime's proposed merger with Hudson United, Dime shareholders would
receive 0.60255 shares of a combined Dime/Hudson United per Dime share.
This values Dime at $11.64 per share.(2)
NORTH FORK'S OFFER IS THE BETTER ALTERNATIVE
North Fork has delivered superior shareholder value through
industry-leading operating performance and a proven track record of merger
integration.
"I think if you were a Dime shareholder, it would be hard to say no
to this offer by North Fork. North Fork is a better-run company with
a better track record."
--Marnie Pont O'Doherty, analyst, Keefe Bruyette & Woods(3)
"All of us long-suffering Dime shareholders needed this. I don't
think there's a Dime shareholder in the world with a brain who's not
going to vote for. . . [the North Fork bid]."
--Jeffrey Gendell, Tontine Partners LP, major Dime shareholder.(4)
"It's going to be pretty hard for a shareholder to vote to approve
this [the Hudson United deal] now from a matter of self-interest."
--Kevin Timmons, analyst, First Albany Corp.(4)
TAKE ACTION NOW. . .
VOTE TO INCREASE THE VALUE OF YOUR INVESTMENT!
IMPORTANT
If you have any questions or need assistance in voting your shares against
the Hudson United Merger, please call our proxy solicitor, D.F. King & Co.,
Inc., at 1-800-755-7250.
If you have not already voted, you can vote AGAINST the Hudson United
merger by using the WHITE proxy card furnished by Dime, or by simply not
returning the WHITE proxy card at all, which will have the effect of a vote
against the merger. If you have already mailed a proxy card voting in favor
of the Hudson United merger, you can still change your vote by delivering
to Dime a later dated proxy card voting AGAINST the Hudson United merger or
by informing Dime in writing by any means that you wish to REVOKE your
prior proxy (addressed to Dime Bancorp, Inc., 589 Fifth Avenue, New York,
New York 10017, Attention Gene C. Brooks, Corporate Secretary). If your
shares are held in the name of a bank, broker or other nominee, you can
contact the person responsible for your account and direct him or her to
vote your shares AGAINST the proposed Hudson United merger.
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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.
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(1) The current value of the North Fork offer is $15.49, based on March 8,
2000 closing market prices.
(2) As quoted in New York Newsday on March 7, 2000.
(3) Based on March 8, 2000 closing market prices.
(4) As quoted in the Financial Times on March 7, 2000.
