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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. 19)
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
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offer.
This Amendment No. 19 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, April 14, 2000, May 1, 2000, May 2, 2000, May 19,
2000, May 24, 2000, May 31, 2000, June 2, 2000, June 16, 2000, June 20, 2000,
June 21, 2000 and June 27, 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 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 7 is hereby supplemented and amended by adding the following:
On July 6, 2000, Dime issued the press release that is included herewith
as exhibit (a)(32) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
------- ------------
(a)(32) Press Release, dated July 6, 2000
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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: July 7, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
(a)(32) Press Release, dated July 6, 2000
</TABLE>
