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Exhibit (a)(1)(C)
DIME BANCORP, INC.
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
This notice of guaranteed delivery, or one substantially in the form
hereof, must be used to accept the tender offer by Dime Bancorp, Inc. and if
- certificates evidencing shares of common stock, $0.01 par value per
share, of Dime are not immediately available or cannot be delivered to
the depositary before the expiration date,
- the procedure for book-entry transfer described in the offer to purchase
dated August 1, 2000 and the related letter of transmittal cannot be
completed on a timely basis, or
- time will not permit all required documents, including a properly
completed and duly executed letter of transmittal (or a manually signed
facsimile of the letter of transmittal), an agent's message in the case
of a book-entry transfer (as defined in the offer to purchase) or the
specific acknowledgement in the case of a tender through the automated
tender offer program of the book-entry transfer facility (as defined in
the offer to purchase), and any other required documents, to reach the
depositary prior to the expiration date (as defined in the offer to
purchase).
This notice of guaranteed delivery, properly completed and duly executed,
may be delivered by hand, mail, overnight courier or facsimile transmission to
the depositary. See section 3 of the offer to purchase.
The Depositary for the offer is:
EQUISERVE TRUST COMPANY, N.A.
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By Mail: By Overnight Delivery: By Hand Delivery:
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer &
Attn: Corporate Actions Attn: Corporate Actions Reporting
PO Box 9573 40 Campanelli Drive Services, Inc.
Boston, MA 02205-9573 Braintree, MA 02184 c/o EquiServe Trust Company, N.A.
100 William Street, Galleria
New York, NY 10038
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Facsimile Transmission:
781-575-4826
Confirm Receipt of Facsimile by Telephone:
781-575-4816
For this notice to be validly delivered, it must be received by the
depositary at one of the above addresses before the offer expires. Delivery of
this notice to another address will not constitute a valid delivery. Deliveries
to Dime, either of the dealer managers, the information agent or the book-entry
transfer facility will not be forwarded to the depositary and will not
constitute a valid delivery.
This notice of guaranteed delivery is not to be used to guarantee
signatures. If a signature on the letter of transmittal is required to be
guaranteed by an eligible guarantor institution (as defined in the offer to
purchase) under the instructions to the letter of transmittal, the signature
guarantee must appear in the applicable space provided in the signature box on
the letter of transmittal.
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NOTICE OF GUARANTEED DELIVERY
By signing this notice of guaranteed delivery, you tender to Dime at the
price per share indicated in this notice of guaranteed delivery, upon the terms
and subject to the conditions described in the offer to purchase and the related
letter of transmittal, receipt of which you hereby acknowledge, the number of
shares specified below pursuant to the guaranteed delivery procedure described
in section 3 of the offer to purchase. All shares tendered and purchased will
include the associated preferred stock purchase rights issued pursuant to 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 otherwise requires, all references to shares
include the associated preferred stock purchase rights.
Number of shares to be tendered:
------------------------------ shares.
PRICE AT WHICH YOU ARE TENDERING
(SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)
You must check one box and only one box if you want to tender your shares. If
more than one box is checked or if no box is checked, your shares will not be
properly tendered.
SHARES TENDERED AT A PRICE DETERMINED BY YOU:
By checking one of the following boxes below instead of the box under "Shares
tendered at a price determined pursuant to the offer," you are tendering shares
at the price checked. This action could result in none of your shares being
purchased if the purchase price selected by Dime for the shares is less than the
price checked below. If you want to tender portions of your shares at more than
one price, you must complete a separate letter of transmittal for each price at
which you tender shares. The same shares cannot be tendered at more than one
price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
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[ ] $16.000 [ ] $16.500 [ ] $17.000 [ ] $17.500
[ ] $16.125 [ ] $16.625 [ ] $17.125 [ ] $17.625
[ ] $16.250 [ ] $16.750 [ ] $17.250 [ ] $17.750
[ ] $16.375 [ ] $16.875 [ ] $17.375 [ ] $17.875
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[ ] $18.000
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OR
SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER:
[ ] By checking this one box instead of one of the price boxes above, you are
tendering shares and are willing to accept the purchase price selected by
Dime in accordance with the terms of the offer. This action will maximize
the chance of having Dime purchase your shares (subject to the possibility
of proration). Note this action could result in your receiving a price per
share as low as $16.00.
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ODD LOTS
(SEE INSTRUCTION 8 TO THE LETTER OF TRANSMITTAL)
Complete this section only if you own, or are tendering on behalf of a person
who owns, beneficially or of record, an aggregate of fewer than 100 shares
(including any shares held in the Dime Dividend Reinvestment and Optional Cash
Purchase Program, but not including any shares held in the North American
Mortgage Company Retirement and 401(k) Savings Plan or the Retirement 401(k)
Investment Plan of Dime Bancorp, Inc.) and are tendering all shares.
You either (check one box):
[ ] are the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or
[ ] are a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s), shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering all of the
shares.
CONDITIONAL TENDER
(SEE INSTRUCTION 15 TO THE LETTER OF TRANSMITTAL)
You may condition your tender of shares on Dime purchasing a specified minimum
number of your tendered shares, all as described in section 6 of the offer to
purchase. Unless the minimum number of shares you indicate below is purchased by
Dime in the offer, none of the shares you tendered will be purchased. It is your
responsibility to calculate that minimum number of shares that must be purchased
if any are purchased, and you are urged to consult your own tax advisor before
completing this section. Unless this box has been checked and a minimum number
of shares specified, your tender will be deemed unconditional.
[ ] The minimum number of shares that must be purchased, if any are purchased,
is:
----------------- shares.
If because of proration, the minimum number of shares that you designated above
will not be purchased, Dime may accept conditional tenders by random lot, if
necessary. However, to be eligible for purchase by random lot, you must have
tendered all your shares and checked this box:
[ ] The tendered shares represent all shares held by me.
Signature(s):
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Name(s) of Record Holder(s):
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(Please Type or Print)
Certificate Nos.:
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Address:
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(Zip Code)
Daytime Area Code and Telephone No.:
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Date:
------------------------------------, 2000
If shares will be delivered by book-entry transfer, provide the following
information:
Account Number:
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR A SIGNATURE GUARANTEE.)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity that is an "eligible guarantor institution," as that
term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of
1934, as amended (each of the foregoing constituting an "eligible institution"),
guarantees the delivery to the depositary of the shares tendered, in proper form
for transfer, or a confirmation that the shares tendered have been delivered
pursuant to the procedure for book-entry transfer described in the offer to
purchase into the depositary's account at the book-entry transfer facility, in
each case together with a properly completed and duly executed letter of
transmittal (or a manually signed facsimile of the letter of transmittal), an
agent's message in the case of a book-entry transfer or the specific
acknowledgement in the case of a tender through the automated tender offer
program of the book-entry transfer facility, and any other required documents,
all within three (3) New York Stock Exchange trading days after the date of
receipt by the depositary of this notice of guaranteed delivery.
The eligible institution that completes this form must communicate the
guarantee to the depositary and must deliver the letter of transmittal and
certificates representing shares to the depositary within the time period set
forth in the offer to purchase. Failure to do so could result in a financial
loss to the eligible institution.
Name of Firm:
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Address:
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Zip Code:
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Area Code and Telephone No.:
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Authorized Signature
Name:
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Please Print:
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Title:
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Date:
------------------------------------, 2000
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES
SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.
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