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. 2)
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. 2 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 (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, 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 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 March 22, 2000, Dime published the newspaper advertisement that is
included herewith as Exhibit (a)(18) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
- ------ -----------
(a)(18) Newspaper Advertisement published on March 22, 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: March 22, 2000
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(a)(18) Newspaper Advertisement published on March 22, 2000
-4-
EXHIBIT (a)(18)
ATTENTION DIME STOCKHOLDERS:
DON'T LET NORTH FORK PICK YOUR POCKET!
On March 15th, North Fork officially began its hostile acquisition offer to buy
your shares of Dime stock. Dime's board of directors has unanimously rejected
that offer as inadequate, unachievable and not in the best interests of Dime
stockholders.
North Fork has distorted disclosure by failing to tell you about key factors
that could affect the value of your investment should their offer proceed.
Here's what North Fork hasn't told you:
North Fork's offer will significantly dilute your earnings per share.
- ---------------------------------------------------------------------
The equivalent 2001 earnings per share you would receive as a result of the
North Fork offer is 14% lower than what is estimated Dime will earn in that
year. In fact, we believe this dilution would be even greater because of North
Fork's unrealistic cost savings assumptions and the effect of the convertible
securities North Fork issued to FleetBoston. That takes money directly out of
your pocket.
North Fork's offer is priced far below comparable acquisitions of other banks.
- ------------------------------------------------------------------------------
The offer represents only 7.5 times estimates of Dime's earnings for 2000. North
Fork paid an average of 17.8 times earnings in its last two acquisitions, and
other recent comparable transactions have averaged 23.8 times earnings. Why did
they pay stockholders of other banks more than twice the multiple they are
offering you?
North Fork's offer destroys value for Dime stockholders.
- --------------------------------------------------------
The offer would divert significant value to parties other than you, Dime's
stockholders. Consider this: North Fork's sweetheart deal to issue warrants and
to sell 17 Dime branches to FleetBoston at less than market price, North Fork's
proposed $50 million break-up fee to Hudson United, and an extra after-tax
restructuring charge would divert value to someone else's pockets and squander
the value of your investment.
Don't Let North Fork Pick Your Pocket!
Reject North Fork's offer by not tendering your shares.
If you have questions, please call Innisfree M&A Incorporated toll-free
1-888-750-5834.
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 1-888-750-5834.
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.
www.dime.com
