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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 24)
DIME BANCORP, INC.
(NAME OF SUBJECT COMPANY)
DIME BANCORP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
25429Q
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES E. KELLY, ESQ.
GENERAL COUNSEL
DIME BANCORP, INC.
589 FIFTH AVENUE
3RD FLOOR
NEW YORK, NEW YORK 10017
(212) 326-6170
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
MITCHELL S. EITEL, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 24 amends and supplements the
solicitation/recommendation statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on March 21, 2000, as subsequently amended on
March 21, 2000, March 22, 2000, March 24, 2000, March 30, 2000, April 6, 2000,
April 7, 2000, April 12, 2000, April 14, 2000, May 1, 2000, May 2, 2000, May 19,
2000, May 24, 2000, May 31, 2000, June 2, 2000, June 16, 2000, June 20, 2000,
June 21, 2000, June 27, 2000, July 7, 2000, July 10, 2000 (2 Schedules), July
11, 2000 and July 28, 2000 (as so amended, the "Schedule 14D-9,") by Dime
Bancorp, Inc., a Delaware corporation ("Dime"), in relation to the exchange
offer disclosed in the Schedule TO, dated March 15, 2000 (as amended from time
to time, "North Fork's Schedule TO"), of North Fork Bancorporation, Inc., a
Delaware corporation ("North Fork"), and Fleet Boston Corporation, a Rhode
Island corporation ("FleetBoston"), to exchange each issued and outstanding
share of Dime common stock, par value $0.01 per share, for 0.9302 of a share of
North Fork common stock, par value $0.01 per share, and $2.00 in cash, upon the
terms and subject to the conditions described in North Fork's Schedule TO, the
Registration Statement filed on Form S-4 by North Fork on March 15, 2000 and the
Prospectus relating to North Fork's common stock dated March 14, 2000 and
contained therein (each of which may be amended from time to time and each of
which is an Exhibit and incorporated by reference into North Fork's Schedule
TO).
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 3, 4 and 7 are hereby supplemented and amended by adding the
following:
On August 1, 2000 Dime commenced a tender offer to purchase up to
13,607,664 shares of its issued an outstanding common stock, par value $0.01 per
share, including the associated preferred stock purchase rights, at a price not
greater than $18.00 nor less than $16.00 per share, net to the seller in cash,
without interest, as specified by stockholders tendering their shares, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
August 1, 2000 and the related Letter of Transmittal, which, as amended or
supplemented from time to time, together constitute the tender offer. The Offer
to Purchase, Letter of Transmittal and all other disclosure materials related to
the tender offer are filed as exhibits to Dime's Issuer Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission on August 1,
2000 and are incorporated herein by reference as Exhibits (a)(38) - (a)(47).
In addition, Dime entered into an employment agreement with Anthony P.
Terracciano, dated July 6, 2000, and appointed Mr. Terracciano as Chairman of
its Board of Directors. This employment agreement has been filed as an exhibit
to Dime's Issuer Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission on August 1, 2000 and is incorporated herein by
reference as Exhibit (e)(22).
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ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(a)(38) Offer to Purchase, dated August 1, 2000 (incorporated by
reference to Exhibit (a)(1)(A) of Dime's Schedule TO filed
on August 1, 2000).
(a)(39) Letter of Transmittal (incorporated by reference to Exhibit
(a)(1)(B) of Dime's Schedule TO filed on August 1, 2000).
(a)(40) Notice of Guaranteed Delivery (incorporated by reference to
Exhibit (a)(1)(C) of Dime's Schedule TO filed on August 1,
2000).
(a)(41) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated August 1, 2000
(incorporated by reference to Exhibit (a)(1)(D) of Dime's
Schedule TO filed on August 1, 2000).
(a)(42) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated August 1,
2000 (incorporated by reference to Exhibit (a)(1)(E) of
Dime's Schedule TO filed on August 1, 2000).
(a)(43) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated by reference to
Exhibit (a)(1)(F) of Dime's Schedule TO filed on August 1,
2000).
(a)(44) Summary Advertisement, as published on August 1, 2000
(incorporated by reference to Exhibit (a)(1)(G) of Dime's
Schedule TO filed on August 1, 2000).
(a)(45) Letter to Participants in the North American Mortgage
Company Retirement and 401(k) Savings Plan, dated August 1,
2000 (incorporated by reference to Exhibit (a)(1)(H) of
Dime's Schedule TO filed on August 1, 2000).
(a)(46) Letter to Participants in Dime's Retirement 401(k)
Investment Plan, dated August 1, 2000 (incorporated by
reference to Exhibit (a)(1)(I) of Dime's Schedule TO filed
on August 1, 2000).
(a)(47) Press Release, dated August 1, 2000 (incorporated by
reference to Exhibit (a)(5)(A) of Dime's Schedule TO filed
on August 1, 2000).
(e)(22) Employment Agreement, dated as of July 6, 2000, between Dime
and Anthony P. Terracciano (incorporated by reference to
Exhibit (d)(4) of Dime's Schedule TO filed on August 1,
2000).
</TABLE>
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DIME BANCORP, INC.
By: /s/ JAMES E. KELLY
--------------------------------------
Name: James E. Kelly
Title: General Counsel
Dated: August 1, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
(a)(38) Offer to Purchase, dated August 1, 2000 (incorporated by
reference to Exhibit (a)(1)(A) of Dime's Schedule TO filed
on August 1, 2000).
(a)(39) Letter of Transmittal (incorporated by reference to Exhibit
(a)(1)(B) of Dime's Schedule TO filed on August 1, 2000).
(a)(40) Notice of Guaranteed Delivery (incorporated by reference to
Exhibit (a)(1)(C) of Dime's Schedule TO filed on August 1,
2000).
(a)(41) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated August 1, 2000
(incorporated by reference to Exhibit (a)(1)(D) of Dime's
Schedule TO filed on August 1, 2000).
(a)(42) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated August 1,
2000 (incorporated by reference to Exhibit (a)(1)(E) of
Dime's Schedule TO filed on August 1, 2000).
(a)(43) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated by reference to
Exhibit (a)(1)(F) of Dime's Schedule TO filed on August 1,
2000).
(a)(44) Summary Advertisement, as published on August 1, 2000
(incorporated by reference to Exhibit (a)(1)(G) of Dime's
Schedule TO filed on August 1, 2000).
(a)(45) Letter to Participants in the North American Mortgage
Company Retirement and 401(k) Savings Plan, dated August 1,
2000 (incorporated by reference to Exhibit (a)(1)(H) of
Dime's Schedule TO filed on August 1, 2000).
(a)(46) Letter to Participants in Dime's Retirement 401(k)
Investment Plan, dated August 1, 2000 (incorporated by
reference to Exhibit (a)(1)(I) of Dime's Schedule TO filed
on August 1, 2000).
(a)(47) Press Release, dated August 1, 2000 (incorporated by
reference to Exhibit (a)(5)(A) of Dime's Schedule TO filed
on August 1, 2000).
(e)(22) Employment Agreement, dated as of July 6, 2000, between Dime
and Anthony P. Terracciano (incorporated by reference to
Exhibit (d)(4) of Dime's Schedule TO filed on August 1,
2000).
</TABLE>
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