SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 17)
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.
<PAGE>
This Amendment No. 17 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 and June 20, 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, the "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 the 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 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby supplemented and amended by adding the following:
On June 21, 2000, Dime began sending to its employees the letter of
Franklin L. Wright, dated June 21, 2000, that is included herewith as exhibit
(a)(30) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
------ -----------
(a)(30) Letter to Employees dated June 21, 2000
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<PAGE>
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: June 21, 2000
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
(a)(30) Letter to Employees dated June 21, 2000
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<PAGE>
Exhibit (a)(30)
[DIME LOGO]
INTER - OFFICE
June 21, 2000
TO: Dime Associates
FROM: Frank Wright
SUBJECT: 2000 Annual Meeting - Voting
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We have scheduled our Annual Meeting of Stockholders for July 14th at 10:00
a.m. and have begun our proxy solicitation process. At the Annual Meeting, Dime
stockholders will be asked to reelect five members to our Board of Directors.
The Board has nominated J. Barclay Collins II, James F. Fulton, Virginia M.
Kopp, Sally Hernandez-Pinero and Larry Toal to serve as directors for a three
year term. As you may know, North Fork Bancorporation, Inc. has also begun to
solicit proxies from Dime stockholders to "withhold authority" to elect these
individuals to the Board. Because of this, if you are a Dime stockholder, you
may receive multiple mailings and, possibly, telephone calls from
representatives of both Dime and North Fork. As a result, we thought it would be
a good idea to take this opportunity to discuss this proxy contest with you and,
if you are a Dime stockholder, to advise you of your options.
Dime stockholders have received proxy materials from Dime, including a
WHITE proxy card that appoints Larry Toal, Gene Brooks and Jim Kelly as proxies
to vote shares of Dime stock as directed by the stockholders with respect to the
election of directors (and in their discretion on any other matters that might
properly come before the meeting). North Fork has also sent proxy materials to
Dime stockholders, together with a gold proxy card, appointing several
individuals to vote on behalf of Dime stockholders.
THE DIME BOARD OF DIRECTORS HAS RECOMMENDED THAT STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES FOR DIRECTOR. Therefore, if you are a stockholder, we
are urging you to mark the "FOR" box on the WHITE proxy card, sign it and return
it as soon as possible in the envelope provided with your Dime proxy materials.
This vote will provide your Board with the best opportunity to successfully
conduct the exploration of strategic options that we have undertaken and, in the
process, enhance stockholder value.
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<PAGE>
In addition, we are strongly urging Dime stockholders NOT to return the
gold proxy card sent by North Fork for any reason, even as a protest against
North Fork's high-handed tactics. North Fork's materials request that Dime
stockholders withhold authority regarding the election of the Board's nominees
for director. However, even if a substantial number of shares are voted to
withhold authority regarding the election of these nominees, they will continue
to serve as directors. Although North Fork understands the mechanics of this
election process, it still has undertaken an expensive campaign cloaked in
rhetoric that it will somehow "send a message" to your Board of Directors. In
actuality, we believe that North Fork's wasteful proxy solicitation is an
attempt to enrich itself at the expense of Dime stockholders by pushing its
hostile tender offer to take control of Dime. Rather than sending any
"messages," we believe that the real purpose behind this futile exercise is to
divert stockholder attention from the fact that North Fork's offer is inadequate
and to try to disrupt your Board's ability to develop superior alternatives to
maximize stockholder value.
THE FOLLOWING INFORMATION IS IMPORTANT TO PARTICIPANTS IN DIME'S
401(K) PLAN, NORTH AMERICAN'S 401(K) PLAN AND LAKEVIEW'S EMPLOYEE
STOCK OWNERSHIP PLAN
If you have shares of Dime stock in Dime's 401(k) Plan, North American's
401(k) Plan, or Lakeview's Employee Stock Ownership Plan as of May 18, 2000, you
are entitled to tell that plan's trustee how to vote your plan shares at the
Annual Meeting. If you do not submit a signed proxy card, your plan shares may
be voted in a manner you do not intend.
Given the way the plans work, the tabulator of votes for each plan will
count the responses actually received and determine the proportion of the number
of shares in that plan to be voted FOR the election of each of the directors as
compared to those to be voted to withhold authority regarding their election.
The tabulator will advise the Benefits Committee of this proportion. The plans
require that the Benefits Committee instruct the plan trustee to vote the plan
shares of those who did not submit a proxy card in the same proportion as those
who did.
AS A RESULT, IN ORDER TO INSURE THAT YOUR PLAN SHARES ARE VOTED AS YOU
INTEND, YOU SHOULD COMPLETE, SIGN AND RETURN THE WHITE PROXY CARD SENT TO YOU BY
DIME AS SOON AS POSSIBLE. Once you have done so, there is no reason to send in
another proxy card unless you want to change your vote. In particular, as
discussed above, we urge you NOT to return the gold proxy card sent by North
Fork for any reason.
Because votes by participants in these plans will need to be tabulated
BEFORE the final due date for general voting by Dime stockholders, you should
submit your WHITE proxy card for shares held under the plans so that it is
received by the tabulator of votes for the plan by NO LATER THAN 5:00 PM EDT ON
FRIDAY, JULY 7TH.
* * * * * * * * * *
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<PAGE>
JUST A REMINDER -- WE URGE YOU TO READ ALL OF THE INFORMATION THAT IS SENT
TO YOU BEFORE MAKING ANY DECISION WITH RESPECT TO VOTING YOUR DIME SHARES. IF
YOU NEED ANY ADDITIONAL INFORMATION OR HAVE ANY QUESTIONS ABOUT THE ANNUAL
MEETING, NORTH FORK'S PROXY SOLICITATION OR NORTH FORK'S HOSTILE TENDER OFFER,
PLEASE CALL DIME'S INVESTOR RELATIONS DEPARTMENT AT (212) 326-6170 OR DIME'S
REPRESENTATIVE, INNISFREE M&A INCORPORATED, TOLL-FREE AT (888) 750-5834.
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