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. 9)
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. 9 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 and April 14, 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 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Items 4 and 7 are hereby supplemented and amended by adding the following:
On April 28, 2000, Dime issued the press release that is included
herewith as Exhibit (a)(24) and is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby supplemented and amended by adding the following:
On May 1, 2000, Dime filed a current report on Form 8-K (the "Form
8-K") that includes (i) a press release issued by Dime on April 28, 2000
announcing that Dime and Hudson United Bancorp ("Hudson") had agreed to
terminate their pending merger agreement and (ii) a Termination, Option
Cancellation and Settlement Agreement, dated as of April 28, 2000 between Hudson
and Dime. The Form 8-K and its Exhibits are incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
- ------- -----------
(a)(24) Press Release, dated April 28, 2000 (Dime to Explore
Strategic Options)
(a)(25) Press Release, dated April 28, 2000 (Dime-Hudson United
Terminate Merger Agreement) (incorporated by reference to Item
5 of Dime's Current Report on Form 8-K, filed May 1, 2000).
(i)(2) Termination, Option Cancellation and Settlement Agreement,
dated as of April 28, 2000, between Hudson United Bancorp and
Dime Bancorp, Inc. (incorporated by reference to Exhibit 10.1
of Dime's Current Report on Form 8-K, filed May 1, 2000).
-2-
<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: May 1, 2000
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
(a)(24) Press Release, dated April 28, 2000 (Dime to Explore
Strategic Options)
(a)(25) Press Release, dated April 28, 2000 (Dime-Hudson United
Terminate Merger Agreement) (incorporated by reference to Item
5 of Dime's Current Report on Form 8-K, filed May 1, 2000).
(i)(2) Termination, Option Cancellation and Settlement Agreement,
dated as of April 28, 2000, between Hudson United Bancorp and
Dime Bancorp, Inc. (incorporated by reference to Exhibit 10.1
of Dime's Current Report on Form 8-K, filed May 1, 2000).
-4-
Exhibit (a)(24)
DIME TO EXPLORE STRATEGIC OPTIONS
NEW YORK, April 28, 2000 - Dime Bancorp, Inc. (NYSE: DME) announced today that
in light of the termination of the merger agreement with Hudson United Bancorp
(NYSE: HU), Dime's board of directors and management, together with their
financial and legal advisors, will begin a comprehensive exploration of all
strategic options.
Lawrence J. Toal, Chairman and Chief Executive Officer of Dime said, "Our board
and management team are dedicated to realizing the full value of our franchise
for the benefit of our stockholders, customers, employees and the communities we
serve.
"We have a strong record of financial performance - including fifteen
consecutive quarters of higher operating earnings - and a solid balance sheet.
Our record first quarter earnings exceeded Wall Street expectations. Dime has
achieved a more commercial bank-like profile with its diversified earnings
stream and attractive loan and deposit mix. Dime's outstanding consumer and
business banking franchise serves some of the nation's most attractive markets,
and our North American Mortgage Company subsidiary has evolved into one of the
premier mortgage banks in the country."
Dime also said that North Fork's hostile offer is inadequate, is based on
unachievable assumptions and is fraught with risk. This risk was further
underscored just this week as North Fork's first quarter earnings failed to meet
Wall Street's estimates. Dime is seven times larger than North Fork's next
largest acquisition and almost three times larger than all of its acquisitions
over the past four years combined. By attempting to acquire Dime, North Fork is
biting off more than it can chew.
"We are confident there are better strategic alternatives and we urge Dime
stockholders not to tender their shares to North Fork," concluded Mr. Toal.
Dime is the parent of The Dime Savings Bank of New York, FSB (www.dime.com), 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.
<PAGE>
Investors are urged to read Dime's solicitation/recommendation statement filed
with the Securities and Exchange Commission on Schedule 14D-9 on March 21, 2000
and any amendments or supplements to the statement when they become available,
because they contain important information. Each of these documents has been or
will be filed with the SEC and investors may obtain them for free from the SEC
at the SEC's website (www.sec.gov) or from Dime by directing such request to:
Dime Bancorp, Inc., Investor Relations Dept., 589 Fifth Avenue, New York, NY,
telephone (212-326-6170), or Innisfree M&A Incorporated at (888) 750-5834.
# # #
Contacts:
Franklin Wright Mike Pascale/Rhonda Barnat
Dime Abernathy MacGregor Group
212/326-6170 212/371-5999
