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Exhibit (a)(1)(D)
CREDIT SUISSE FIRST BOSTON CORPORATION
ELEVEN MADISON AVENUE
NEW YORK, NEW YORK 10010
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
4 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10080
DIME BANCORP, INC.
OFFER TO PURCHASE FOR CASH
BY
DIME BANCORP, INC.
UP TO 13,607,664 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $18.00 NOR LESS THAN $16.00 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME ON MONDAY, AUGUST 28, 2000, UNLESS THE OFFER IS EXTENDED. DIME MAY EXTEND
THE OFFER PERIOD AT ANY TIME.
August 1, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Dime Bancorp, Inc., a Delaware corporation, has appointed us to act as the
dealer managers in connection with its offer to purchase for cash 13,607,664
shares of its common stock, par value $0.01 per share, 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.
Given the prices specified by tendering stockholders and the number of
shares tendered and not properly withdrawn, Dime will select the lowest purchase
price between $18.00 and $16.00 net per share in cash, without interest, that
will allow it to purchase 13,607,664 shares, or, if a lesser number of shares
are properly tendered, all shares that are properly tendered. All shares
acquired in the tender offer will be purchased at the same price.
Dime's offer is being made upon the terms and subject to the conditions set
forth in its offer to purchase, dated August 1, 2000, and in the related letter
of transmittal which, as they may be amended and supplemented from time to time,
together constitute the tender offer. All shares tendered and purchased will
include the associated preferred stock purchase rights issued under the
Stockholder Protection Rights Agreement, dated as of October 20, 1995, as
amended, between Dime and The Dime Savings Bank of New York, FSB, as rights
agent, and, unless the context requires otherwise, all references to shares
shall include the associated preferred stock purchase rights.
Only shares properly tendered at prices equal to or below the purchase
price and not properly withdrawn will be purchased. However, because of the
proration provisions described in the offer to purchase, all of the shares
tendered at or below the purchase price may not be purchased if more than
13,607,664 shares are properly tendered. All shares tendered and not purchased,
including shares tendered at prices above the purchase price and shares not
purchased because of proration or the conditional tender procedures, will be
returned at Dime's expense as soon as practicable following the expiration date.
Dime reserves the right, in its sole discretion, to purchase more than
13,607,664 shares pursuant to the tender offer, subject to applicable law.
The tender offer is not conditioned on any minimum number of shares being
tendered. The tender offer is, however, subject to other conditions described in
the offer to purchase.
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Upon the terms and conditions of Dime's offer, if more than 13,607,664
shares are properly tendered at prices equal to or below the purchase price and
not properly withdrawn, Dime will purchase properly tendered shares in the
following order:
- First, all shares properly tendered and not properly withdrawn by any
"odd lot holder" (as defined in the offer to purchase) who:
- tenders all shares owned (beneficially or of record) by the odd lot
holder at a price equal to or below the purchase price (tenders of
less than all the shares owned will not qualify for this preference);
and
- completes the section entitled "Odd Lots" in the letter of transmittal
and, if applicable, in the notice of guaranteed delivery; and
- Second, after the purchase of all the shares properly tendered by odd lot
holders and subject to the conditional tender procedures described in
section 6 of the offer to purchase, all other shares properly tendered at
prices equal to or below the purchase price, on a pro rata basis with
appropriate adjustments to avoid purchases of fractional shares.
For your information and for forwarding to your clients for whom you hold
shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
- offer to purchase, dated August 1, 2000;
- letter to clients that you may send to your clients for whose accounts
you hold shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard
to the tender offer;
- letter of transmittal for your use and for the information of your
clients (together with accompanying instructions and Substitute Form
W-9);
- notice of guaranteed delivery to be used to accept the tender offer if
the share certificates and all other required documents cannot be
delivered to the depositary before the expiration date or if the
procedure for book-entry transfer cannot be completed before the
expiration date; and
- guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9.
Your prompt action is requested. We urge you to contact your clients as
promptly as possible. The tender offer and withdrawal rights will expire at
12:00 midnight, New York City time, on Monday, August 28, 2000, unless the
tender offer is extended.
No fees or commissions will be payable to brokers, dealers, commercial
banks, trust companies or any person for soliciting tenders of shares under the
tender offer (other than fees paid to the dealer managers and the information
agent as described in the offer to purchase). Dime will, however, upon request,
reimburse you for customary mailing and handling expenses incurred by you in
forwarding any of the enclosed materials to the beneficial owners of shares held
by you as a nominee or in a fiduciary capacity. Dime will pay or cause to be
paid any stock transfer taxes applicable to its purchase of shares, except as
otherwise provided in the offer to purchase and letter of transmittal.
In order to properly tender shares under the tender offer, a stockholder
must do either (1) or (2) below:
(1) Provide that the depositary receives the following before the offer
expires:
- one of (a) certificates for the shares, (b) a confirmation of receipt
for the shares pursuant to the procedure for book-entry transfer
described in section 3 of the offer to purchase or (c) in the case of
shares held in the Dime dividend reinvestment program, completion of
the appropriate sections of the letter of transmittal; and
- one of (a) a properly completed and executed letter of transmittal or
a manually executed facsimile of it, including any required signature
guarantees, (b) an "agent's message" of the type described in
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section 3 of the offer to purchase in the case of a book-entry
transfer or (c) a specific acknowledgement in the case of a tender
through the "automated tender offer program" described in section 3 of
the offer to purchase; and
- any other documents required by the letter of transmittal.
(2) Comply with the guaranteed delivery procedure set forth in section 3
of the offer to purchase.
Any inquiries you may have with respect to the tender offer should be
addressed to Credit Suisse First Boston, Merrill Lynch or to the information
agent, Innisfree M&A Incorporated, at their respective addresses and telephone
numbers set forth on the back page of the offer to purchase.
Additional copies of the enclosed material may be obtained from Innisfree
M&A Incorporated by calling them at 212-750-5833.
Very truly yours,
Credit Suisse First Boston
Merrill Lynch & Co.
(Enclosures)
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF DIME, THE DEALER MANAGERS, THE INFORMATION
AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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