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Filed Pursuant to Rule 425 under the Securities Act of 1933
Filer: Dime Bancorp, Inc.
Subject Company: Dime Bancorp, Inc.
Exchange Act File Number: 001-13094
Registration Statement Number: 333-96345
DIME EXPOSES KEY DISCLOSURE OMISSIONS IN NORTH FORK'S PROPOSAL
NEW YORK - March 8, 2000 - This morning, Dime Bancorp (NYSE:DME) expanded
upon its analysis of North Fork Bancorporation, Inc.'s (NYSE:NFB) proposal
to acquire Dime Bancorp. In a supplement to its proxy statement/prospectus
relating to Dime's proposed merger with Hudson United, Dime exposed a
number of key disclosure omissions in North Fork's proposal, including the
following:
- The North Fork proposal failed to disclose that it would result in
double digit, permanent earnings per share dilution to Dime's
shareholders.
- The North Fork proposal involves cost savings assumptions that are
unprecedented and unrealistic. Calling for cost savings equal to 64% of
Dime's core expense base (excluding the expense base of Dime's North
American Mortgage Company subsidiary) or, stated another way, an
unprecedented 86% of North Fork's expense base pro forma for its two
recently closed acquisitions, these cost savings assumptions are simply
unachievable.
- North Fork failed to disclose that the execution risk inherent in North
Fork's proposal is magnified by the fact that an acquisition of Dime
would be more than seven times larger than the next largest transaction
that North Fork has ever completed.
- The North Fork proposal is disingenuous in that the implied premium to
market is dramatically overstated by the relative under-performance of
Dime's shares during the period leading up to the expected consummation
of the Hudson United transaction. If applied to Dime and North Fork's
relative share prices as recently as September 1999, the North Fork
proposal would have actually represented a discount to Dime's then
market value.
- The North Fork proposal is highly conditional and uncertain at best,
with certain key conditions such as the need for the approval of Dime's
Board of Directors having already not been met. North Fork fails to
disclose the number of times it has made public offers for banking
institutions and then dropped the offer.
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Dime's Chairman and CEO Larry Toal stated, "Our analysis of the North Fork
proposal suggests that even when giving full credit to North Fork's dubious
assumptions, the value of the North Fork proposal simply does not measure
up to the value of the nearly completed merger with Hudson United."
Toal reiterated that Dime remains fully committed to pursuing its
previously announced and pending merger with Hudson United. Hudson United
issued a separate statement that it too remains fully committed to the Dime
merger.
Shareholders are urged to review Dime's full analysis by logging on to the
Securities and Exchange Commission's web site at www.sec.gov through which
the analysis can be accessed. The analysis will also be available shortly
through Dime's web site at www.dime.com.
The Dime Savings Bank of New York, FSB, is 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, Dime also
provides consumer loans, insurance products and mortgage banking services
throughout the United States.
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.
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Contacts:
Franklin Wright Mike Pascale/Rhonda Barnat
Dime Abernathy MacGregor Group
212-326-6170 212-371-5999
