SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-12
DIME BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
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INFORMATION CONCERNING "PARTICIPANTS"
Dime Bancorp, Inc. and the persons listed below (directors of Dime) may
be deemed to be "participants" in Dime's solicitation of proxies from Dime
stockholders in connection with the proposed merger of Dime and Hudson United
Bancorp. The following table lists the directors of Dime and sets forth their
interests in Dime common stock as of March 20, 2000.
SHARES OF COMMON STOCK
Name of Beneficial Owner BENEFICIALLY OWNED(1)*
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Lawrence J. Toal, Chairman of the
Board, CEO and President 912,384 (2)
Derrick D. Cephas, Director 11,000 (3)
Frederick C. Chen, Director 21,860
J. Barclay Collins II, Director 9,000
Richard W. Dalrymple, Director 18,549 (4)
James F. Fulton, Director 13,162 (5)
Sally Hernandez-Pinero, Director 6,100
Fred B. Koons, Director 114,359 (4)
Virginia M. Kopp, Director 15,245 (6)
James M. Large, Jr., Director 407,276
John Morning, Director 7,905
Margaret Osmer-McQuade, Director 28,738 (7)
Paul A. Qualben, Director 30,006
Eugene G. Schulz, Jr., Director 17,158
Howard Smith, Director 58,000
Norman R. Smith, Director 9,000
Ira T. Wender, Director 25,875
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* All amounts represent less than 1% of outstanding common stock.
1. The directors named in the table above have sole or shared voting power or
investment power with respect to the shares listed in the table. Certain of
such shares are restricted stock that may be subject to repurchase by Dime
Bancorp under certain circumstances. The share amounts listed include
shares of Dime's common stock that the following persons have the right to
acquire within 60 days from March 17, 2000: Lawrence J. Toal, 546,258; each
of Derrick D. Cephas, Frederick C. Chen, James F. Fulton, Sally
Hernandez-Pinero, Virginia M. Kopp, John Morning, Margaret Osmer-McQuade,
Paul A. Qualben, and Ira T. Wender, 1,000; each of J. Barclay Collins II,
Richard W. Dalrymple, Eugene G. Schulz, Jr., Howard Smith, and Norman R.
Smith, 4,000; James M. Large, Jr., 256,334; Fred B. Koons, 62,799.
2. Includes 334 shares held by Mr. Toal's spouse, as to which he disclaims
beneficial ownership.
3. Includes an aggregate of 2,000 shares owned by or in trust for Mr. Cephas'
children, as to which he disclaims beneficial ownership.
4. Includes shares held by the Trustee of Dime's 401(k) plan with respect to
the account of the individual or certain members of the group based on
reports dated as of December 31, 1999.
5. Includes an aggregate of 832 shares owned by or in trust for Mr. Fulton's
spouse, as to which he disclaims beneficial ownership.
6. Includes an aggregate of 3,000 shares owned by or in trust for Mrs. Kopp's
spouse, as to which she disclaims beneficial ownership.
7. Includes 7,000 shares owned in trust for Ms. Osmer-McQuade's spouse, as to
which she disclaims beneficial ownership.
Directors of Dime are also parties to certain compensation arrangements
with Dime.
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The following officers or employees of Dime may also be deemed to be
"participants" as they may solicit proxies from Dime stockholders on behalf of
Dime: Anthony Burriesci (Chief Financial Officer), Franklin Wright (Executive
Center Director and Investor Relations Executive), Robert Weaver (Deputy
Director, Executive Center), Amy Radin (Chief Marketing Officer), Caren
Maldonado (Investor Relations Manager), William Burns (Director of Corporate
Finance) and James Kelly (General Counsel). None of these persons owns,
individually or in the aggregate, any material amount of securities of Dime.
OTHER PERSONS
Dime has retained Credit Suisse First Boston as its financial advisor
for the merger with Hudson. In addition, Dime has retained Credit Suisse First
Boston as lead financial advisor with respect to an offer, commenced March 15,
2000 by North Fork Bancorporation, Inc., to exchange each outstanding share of
Dime common stock for 0.9302 of a share of North Fork common stock and $2.00
cash. During the course of this engagement, Credit Suisse First Boston and its
representatives may participate in activities or conduct analyses designed to
assist Dime in soliciting or making recommendations to Dime stockholders.
Representatives of Credit Suisse First Boston participating in such activities
may include Michael Martin and P. Olivier Sarkozy. Credit Suisse First Boston
may receive significant fees for services rendered in connection with the
Dime-Hudson merger and the North Fork offer. Dime has also agreed to indemnify
Credit Suisse First Boston and related persons and entities against various
liabilities, including liabilities under the federal securities laws, arising
out of Credit Suisse First Boston's engagement and to reimburse Credit Suisse
First Boston for its reasonable out-of-pocket expenses, including reasonable
fees and expenses of its legal counsel. Dime has also agreed to offer Credit
Suisse First Boston a lead role when considering any restructuring, financing,
foreign exchange, derivatives transaction, public offering or private placement
in connection with the transactions contemplated by Credit Suisse First Boston's
engagement. In the past, Credit Suisse First Boston provided financial advisory
and financial services to Dime and its affiliates and received customary fees
for those services.
In the ordinary course of its business, Credit Suisse First Boston
and its affiliates may actively trade the debt and equity securities of Dime,
Hudson and North Fork and their affiliates for their own accounts and for the
accounts of customers and, accordingly, may at any time hold a long or short
position in these securities. Credit Suisse First Boston has informed Dime that,
as of April 7, 2000, Credit Suisse First Boston and its affiliates maintained a
position in 39,600 shares of Dime common stock for their own account. Credit
Suisse First Boston and certain of its affiliates also may have voting or
dispositive power with respect to certain shares of Dime common stock or other
securities of Dime held in asset management, brokerage, fiduciary or other
accounts, but Credit Suisse First Boston and its affiliates disclaim beneficial
ownership of such securities.
Dime has retained Merrill Lynch & Co. as a financial advisor with
respect to an offer, commenced March 15, 2000 by North Fork Bancorporation,
Inc., to exchange each outstanding share of Dime common stock for 0.9302 of a
share of North Fork common stock and $2.00 cash. Merrill Lynch & Co. does not
believe that it or any of its directors,
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officers, employees or affiliates is a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934 by the Securities and
Exchange Commission, or that Schedule 14A requires the disclosure of certain
information concerning Merrill Lynch & Co. However, Michael Barry, John Esposito
and Tito Citarella of Merrill Lynch, may assist Dime in the solicitation of
consents of stockholders. Merrill Lynch & Co. may receive significant fees for
services rendered in connection with the North Fork offer. Dime has also agreed
to indemnify Merrill Lynch & Co. and related persons and entities against
various liabilities, including liabilities under the federal securities laws,
arising out of Merrill Lynch & Co.'s engagement and to reimburse Merrill Lynch &
Co. for its reasonable out-of-pocket expenses, including reasonable fees and
expenses of its legal counsel. In the past, Merrill Lynch & Co. provided
financial advisory and financial services to Dime and its affiliates and
received customary fees for those services.
In the ordinary course of its business, Merrill Lynch & Co. and its
affiliates may actively trade the debt and equity securities of Dime, Hudson and
North Fork and their affiliates for their own accounts and for the accounts of
customers and, accordingly, may at any time hold a long or short position in
these securities. Merrill Lynch & Co. has informed Dime that, as of April 7,
2000 Merrill Lynch & Co. and its affiliates maintained a position in 7,300
shares of Dime common stock for their own account. Merrill Lynch & Co. and
certain of its affiliates also may have voting or dispositive power with respect
to certain shares of Dime common stock or other securities of Dime held in asset
management, brokerage, fiduciary or other accounts, but Merrill Lynch & Co. and
its affiliates disclaim beneficial ownership of such securities.
Dime has also made arrangements with Innisfree M&A Incorporated to
assist in soliciting proxies in Dime's proposed merger with Hudson and has
agreed to pay them $9,000 plus reasonable expenses for these services. Dime has
continued to retain Innisfree to assist Dime in connection with its
communications to stockholders with respect to North Fork's exchange offer. Dime
is currently discussing revised or additional fee arrangements with Innisfree
for services in connection with North Fork's offer. As of April 7, 2000,
Innisfree does not own, beneficially or of record, any securities of Dime.
Dime also retains Gavin Anderson & Company as its regular public
relations firm for public and press announcements. In the context of the North
Fork exchange offer, Gavin Anderson will assist Dime with its communications to
stockholders and the public. Gavin Anderson receives compensation based on the
time it has spent on the project and is reimbursed for reasonable expenses. As
part of the ongoing retention arrangement, Dime pays Gavin Anderson a minimum
retainer of $10,000 per month, all of which is applied to the hourly fees
charged for their services. As of April 7, 2000, Gavin Anderson does not own,
beneficially or of record, any securities of Dime.
The Abernathy MacGregor Group, a public relations firm, has typically
been retained by Dime in conjunction with special financial projects. In
September 1999, Dime retained Abernathy MacGregor for one year in connection
with public and press relations and presentations regarding the proposed
Dime-Hudson merger. In the context of the North Fork exchange offer, Abernathy
MacGregor will assist Dime with its communications to stockholders and the
public. Abernathy MacGregor receives
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compensation based on the time it has spent on the project and is reimbursed for
reasonable expenses. As part of the retention arrangement, Dime pays Abernathy
MacGregor a minimum retainer of $5000 per month, all of which is applied to the
hourly fees charged for their services. As of April 7, 2000, Abernathy MacGregor
does not own, beneficially or of record, any securities of Dime.
None of Credit Suisse First Boston, Innisfree, Gavin Anderson or
Abernathy MacGregor hereby admits or believes that it or any of its partners,
managing directors, directors, officers, employees, affiliates or controlling
persons is a "participant" as defined in Schedule 14A under the Securities
Exchange Act of 1934 or that Schedule 14A requires the disclosure of any
information regarding it.
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Investors are urged to read Dime and Hudson's proxy statement/
prospectus, and any amendments or supplements 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 request to: Dime Bancorp, Inc., Investor
Relations Dept., 589 Fifth Avenue, New York, New York, telephone: (212)
326-6170, or Innisfree M&A Incorporated at 1-888-750-5834.
