SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
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. 5 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 and March 30, 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 April 6, 2000, Dime began sending to its employees the letter of
Franklin L. Wright, dated April 6, 2000, that is included herewith as Exhibit
(a)(20) and is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby supplemented and amended by adding the following:
On March 29, 2000, Dime commenced an action against Salomon Smith
Barney, Inc. ("Salomon") in the Supreme Court of the State of New York, County
of New York. Dime's complaint alleges that Salomon violated a May 1997
confidentiality agreement between Dime and Salomon, which prohibited Salomon,
for a three year period, from providing any financial advisory services to any
entity interested in acquiring or otherwise entering into a business transaction
with Dime without obtaining Dime's prior written consent. Dime's complaint seeks
injunctive relief, costs of this action and such other relief as the court deems
necessary. On April 5, 2000, Dime obtained a temporary restraining order and a
preliminary injunction against Salomon temporarily barring Salomon from advising
North Fork in its attempted hostile acquisition of Dime.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
-2-
<PAGE>
Exhibit
Number Description
- ------ -----------
(a)(20) Letter to Employees dated April 6, 2000
-3-
<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: April 6, 2000
-4-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(a)(20) Letter to Employees dated April 6, 2000
-5-
Exhibit (a)(20)
[DIME LOGO]
INTER - OFFICE
April 6, 2000
TO: Dime Associates
FROM: Frank Wright
SUBJECT: Exchange Offer by North Fork/Dime-Hudson Merger Proxy Solicitation
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The purpose of this memo is to provide Dime and North American
employees with information regarding two related, but distinct, items:
o the hostile exchange offer (also known as a "tender offer")
commenced by North Fork Bancorporation Inc. on March 15th
pursuant to which North Fork is attempting to acquire all of the
outstanding shares of Dime for a combination of $2.00 in cash and
0.9302 shares of common stock of North Fork; and
o the solicitation of proxies in connection with the proposed
merger of Dime and Hudson United Bancorp.
If you are a Dime stockholder, you have received a considerable amount of
information in the past few weeks on these topics, much of which requests you to
take some sort of action. Consequently, we thought it might be useful to both
review what has been sent to you so far and describe what you may be receiving
in the upcoming days and weeks.
North Fork's Hostile Tender Offer
- ---------------------------------
If you are a Dime stockholder, you have received a letter to
stockholders from our CEO, Larry Toal, dated March 20, 2000, containing the
Board of Directors' recommendation regarding North Fork's hostile tender offer.
You also should have received from North Fork a Preliminary Prospectus/Offer to
Exchange, together with a Letter of Transmittal and related materials, with
information about their hostile offer.
THE BOARD OF DIRECTORS OF DIME HAS UNANIMOUSLY RECOMMENDED THAT DIME
STOCKHOLDERS REJECT NORTH FORK'S HOSTILE OFFER BY NOT TENDERING THEIR DIME
SHARES TO NORTH FORK.*
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* If you hold shares directly or through a broker account and decide NOT to
tender your shares to North Fork, you need do nothing. If you hold shares
in your Dime 401(k) or North American 401(k), you must complete and return
the instruction card you received, regardless of whether or not you decide
to tender your shares.
<PAGE>
Dime-Hudson Merger Proxy Solicitation
- -------------------------------------
As you probably know, the Special Meeting of Stockholders of Dime
Bancorp, Inc. to vote on the merger agreement between Hudson United Bancorp and
Dime, which was originally scheduled to be held on March 15, 2000, has been
rescheduled to MAY 17, 2000 in light of the developments of the past few weeks.
If you are a Dime stockholder, you previously received from Dime
o a Proxy Statement/Prospectus, dated February 8, 2000,
o a Supplement to the Proxy Statement/Prospectus, dated March
7, 2000,
o a WHITE proxy card, and
o two Notices of Postponement of Special Meeting, one dated
March 13, 2000 and the other dated March 20, 2000.
You may also have received a Proxy Statement and GOLD proxy card relating to the
Special Meeting that was sent by North Fork.
In the next few weeks, all Dime stockholders should be receiving a new
WHITE proxy card, with an updated Proxy Statement/Prospectus, from Dime. You may
also receive a new GOLD proxy card from North Fork and proxy solicitation
material from North Fork. These new materials should specifically refer to the
May 17th Special Meeting date. You should complete and return one of these new
proxy cards in order to have your voice heard at the Special Meeting. BECAUSE
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF DIME STOCK
ENTITLED TO VOTE AT THE SPECIAL MEETING IS NEEDED FOR US TO PROCEED WITH THE
MERGER, YOUR VOTE IS VERY IMPORTANT.
THE BOARD OF DIRECTORS OF DIME HAS RECOMMENDED THAT STOCKHOLDERS VOTE
FOR ADOPTION OF THE MERGER AGREEMENT WITH HUDSON. Therefore, I urge you to mark
the "For" box on the proxy card you will receive and sign it and return it as
soon as possible.
* * * * * * * * * *
I urge you to read all of the information that has been sent to you
before making your decision with respect to either tendering your Dime shares to
North Fork or voting on the Dime-Hudson merger. If you need any additional
information or have any questions about either of these matters, please call
Dime's representative, Innisfree M&A Incorporated, toll-free at (888) 750-5834.
<PAGE>
THE FOLLOWING INFORMATION IS CRITICAL TO PARTICIPANTS IN
DIME'S 401(K) PLAN, NORTH AMERICAN'S 401(K) PLAN AND
LAKEVIEW'S EMPLOYEE STOCK OWNERSHIP PLAN
Re: North Fork's Hostile Tender Offer
---------------------------------
If you have shares of Dime stock in either of the 401(k) plans, you
should have received an instruction card along with the materials sent to you on
behalf of North Fork regarding their hostile tender offer. This card MUST be
sent back to the plan trustee for receipt no later than 11:59 pm EDT on May 25,
2000 in order for the plan trustee, in its reply to North Fork, to accurately
reflect your wishes as to whether or not you want to tender your Dime shares.
IF YOU DO NOT DO ANYTHING, YOUR 401(K) SHARES
MAY BE TENDERED AGAINST YOUR WISHES.
Given the way the plans work, the tabulator of instructions for each
plan will count the responses actually received and determine the proportion of
the number of 401(k) shares in that plan to be tendered to North Fork as
compared to those not to be tendered. The tabulator will advise the Benefits
Committee of this proportion. The plans require that the Benefits Committee
instruct the plan trustee to tender (or not to tender) the 401(k) plan shares of
those who did not respond in the same proportion as those who did respond.
For example, if holders of only half of the shares in the plan respond
to the instruction card and the ratio of responses is 2-to-1 in favor of
tendering shares, the Benefits Committee will advise the plan trustee to tender,
in the same 2-to-1 ratio, the shares for which no instructions have been
received. Assuming that the plan has 10,000 shares, this means that 6,667 of the
plan's shares will be tendered even though holders of only 3,334 shares
instructed the plan trustee to tender their shares. Therefore, if you do not
send in your instructions, your shares in the plan may be tendered against your
wishes. For your convenience, we will be forwarding another copy of the
instruction card to all participants in the Dime and North American 401(k)
plans. If you haven't sent in your card, please do so now. If you have already
sent in your instruction card, you do not need to send in a new one unless you
want to change your instructions.
Because instructions of plan participants will need to be tabulated
BEFORE the closing of North Fork's hostile offer (which is currently set to
expire at midnight on May 30, 2000), your properly submitted instruction card
must be received by the tabulator NO LATER THAN 11:59 PM EDT ON THURSDAY, MAY
25TH.
Re: Dime-Hudson Merger Proxy Solicitation
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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 March
30, 2000, you are entitled to direct that plan's trustee as to the manner in
which those shares are to be voted at the Special Meeting regarding the
Dime-Hudson merger. If you do not submit a signed proxy card, your plan shares
may be voted in a manner you did not intend.
With respect to proxy voting, these plans follow a similar procedure to
that described above with respect to the tendering of shares. The tabulator of
votes for each of the plans will count the proxy cards received and determine
the proportion of the number of plan shares to be voted FOR the Dime-Hudson
merger as compared to those to be voted AGAINST the merger
<PAGE>
and the abstentions. The tabulator will advise the Benefits Committee of this
proportion. The plans require that the Benefits Committee instruct the plan
trustee to vote the 401(k) plan shares of those who did not submit a proxy card
in the same proportion as those who did.
Because votes by participants in these plans will need to be tabulated
BEFORE the final due date for general voting by Dime stockholders, your properly
submitted proxy card for shares held under the plans must be received by the
tabulator of votes NO LATER THAN 5:00 PM EDT ON FRIDAY, MAY 12TH. You may either
mail your proxy card in the return envelope that will be provided in the
materials to be sent to you shortly or
o participants in Dime's 401(k) Plan may fax their proxy cards to
BankBoston, N.A. at (781) 575-2534;
o participants in North American's 401(k) Plan may fax their proxy
cards to ADP at (206) 344-5912; and
o participants in Lakeview's Employee Stock Ownership Plan may fax
their proxy cards to HSBC Bank USA at (716) 841-2071.
* * * * * * * * * *
Just a reminder -- if you need any additional information or have any questions
about either North Fork's hostile offer or voting on the Dime-Hudson merger,
please call Dime's representative, Innisfree M&A Incorporated, toll-free at
(888) 750-5834.
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 (888) 750-5834.
Dime, its directors and executive officers and certain other
persons may be deemed "participants" in any solicitation of proxies
from Dime stockholders. Information regarding the participants in any
solicitation is contained in a statement on Schedule 14A filed by Dime
with the SEC on March 22, 2000.
