Filed Pursuant to Rule 425 of the Securities Act of 1933
Filer: Dime Bancorp, Inc.
Subject Company: Dime Bancorp, Inc.
Dime Bancorp, Inc. Exchange Act File Number: 001-13094
MARCH 13, 2000
00/9
FOR IMMEDIATE RELEASE
DIME BANCORP RESPONDS TO ISS RECOMMENDATION
NEW YORK - March 13, 2000 - Dime Bancorp, Inc. (NYSE: DME) today issued the
following statement in response to the Institutional Shareholder Services Inc.'s
(ISS) report:
"We vigorously disagree with ISS' recommendation. Unfortunately, ISS has not
realized the innumerable risks inherent in North Fork's proposal. Dime's board
of directors continues to believe that North Fork's proposal is inadequate and
ill-conceived. This proposal comes from the wrong company at the wrong price at
the wrong time and is unlikely to succeed.
"As we've seen in the recent past, large, in-market bank transactions that rely
on massive cost cutting and complex integration, are high-risk with low-yield
for shareholders and customers. In Dime, North Fork is proposing to acquire an
institution that is, in terms of total assets, more than three times its size.
That's more than seven times the size of North Fork's largest acquisition ever.
The fact is, we believe that North Fork is too small in size, has too narrow a
footprint and lacks the management resources to successfully integrate Dime's
operations. That's a reality that, as we have seen in similar banking industry
transactions in the past, will have long-term detrimental financial effect on
Dime shareholders. And that says nothing of the inevitable disruption to
customer service associated with a transaction in which North Fork, in proposing
to acquire Dime, is attempting to bite off considerably more than it can chew.
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"North Fork is a thrift in a commercial bank's clothing and a combination with
them just doesn't make sense. From a purely financial standpoint, North Fork's
proposal is highly EPS dilutive to Dime shareholders, relies on unachievable
assumptions and raises the specter of significant P/E multiple contraction.
North Fork's implausible synergies assume cost savings of $100 million - after
tax, which represents 64% of Dime's core bank expenses and 86% of North Fork's -
the smaller institution - current expense base.
"Finally, North Fork has said it will impose significant conditions on its
proposal, which we believe will not be satisfied. Moreover, we believe that
regulatory approval could be subject to a significant antitrust scrutiny. On
March 10, 2000 we announced that we had filed suit in New York State Supreme
Court against North Fork and FleetBoston Financial Corporation (NYSE: FBF),
alleging that North Fork and FleetBoston have conspired to interfere with the
combination of Dime and Hudson United in violation of antitrust laws."
Investors are urged to read Dime and Hudson's proxy statement/prospectus, and
any amendments or supplements thereto when they become available, as well as any
solicitation/recommendation statement that may be filed by Dime, because they
contain important information. Each of these documents has been or will be filed
with the SEC and investors may obtain a free copy of them at the SEC's Internet
web site at www.sec.gov. These documents may also be obtained for free from Dime
by directing such requests to: Dime Bancorp, Inc., Investor Relations Dept., 589
Fifth Avenue, New York, New York, telephone: (212) 326-6170.
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The Dime Savings Bank of New York, FSB (www.dime.com), is a regional bank
currently serving consumers and businesses through 127 branches located
throughout the greater New York City metropolitan area. Directly and through its
mortgage-banking subsidiary, North American Mortgage Company (www.namc.com),
Dime also provides consumer loans, insurance products and mortgage banking
services throughout the United States.
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Contacts:
Franklin Wright Mike Pascale/Kate O'Sullivan
Dime Abernathy MacGregor Group
212-326-6170 212-371-5999
