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. 13)
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.
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This Amendment No. 13 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,
and May 24, 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 May 24, 2000, Dime began sending to its shareholders the letter of
Lawrence J. Toal, dated May 24, 2000, that is included herewith as Exhibit
(a)(27) and is incorporated herein by reference.
Item 9. Exhibits.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
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(a)(27) Letter to Shareholders dated May 24, 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
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Name: James E. Kelly
Title: General Counsel
Dated: May 24, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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(a)(27) Letter to Shareholders dated May 24, 2000
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<PAGE>
Exhibit (a)(27)
[Dime Logo]
DIME BANCORP, INC.
May 24, 2000
Dear Fellow Shareholder:
In connection with its hostile takeover attempt of Dime, North Fork
Bancorporation, Inc. has requested that Dime shareholders tender their shares to
North Fork. Dime's Board of Directors has rejected the North Fork offer and has
recommended that Dime shareholders not tender their shares. We are confident
that there are better alternatives to the North Fork offer and we have
undertaken a comprehensive exploration of strategic options.
We are undertaking this process with no bias towards a particular
strategic outcome. Rather, we are committed to taking the actions that, after
our review, we believe to be in the best interests of Dime shareholders. Today,
we disclosed that we are in the preliminary stages of negotiations with parties
concerning the possibility of a strategic transaction. However, it is equally
important to understand that while we are committed to proceeding expeditiously,
we will not be pressured or rushed into a premature conclusion.
I want to reiterate that Dime's Board of Directors has rejected North
Fork's hostile takeover offer because we believe that it is based on
unachievable assumptions, has considerable integration risk and would provide an
inadequate return to Dime shareholders.
With respect to the risks attendant to successfully integrating Dime's
operations into North Fork, North Fork has itself said, "We have not previously
acquired an organization comparable to Dime or where there is a potential for
management to be uncooperative in the integration process." Similarly, North
Fork has acknowledged, "There is no guarantee that we will achieve projected
cost savings."
The financial inadequacy of the North Fork offer is underscored by the
prices that have been paid in connection with recently announced acquisitions.
North Fork's offer is well below the prices paid by those buyers. North Fork's
offer for Dime is also well below the prices that North Fork paid in connection
with its two most recent acquisitions. In the case of JSB Financial, North
Fork's price was 13.8 times earnings and 154% of book value, while its price for
Reliance Bancorp was 16.9 times earnings and 199% of book value. Yet, based on
yesterday's closing stock prices, North Fork still proposes that Dime
shareholders tender their shares and accept an offer of only 7.3 times Dime's
estimated annual earnings in 2000 and 116% of its book value.
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<PAGE>
You should also be aware that North Fork cannot accept any shares that
are tendered because numerous conditions that it imposed are not satisfied,
including regulatory approvals. Therefore, we expect the North Fork offer to be
extended to some later date. Again, the offer cannot close on May 31st.
I can assure you that your Board and senior management will not tender
a single share to North Fork in response to this unacceptably low and high-risk
offer, and I strongly urge you to join with us and not tender your shares to
North Fork.
Sincerely yours,
Lawrence J. Toal
Chief Executive Officer
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 in connection with North Fork's exchange offer for Dime common
stock, 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 10017, telephone 212-326-6170, or to Innisfree M&A Incorporated at
1-888-750-5834.
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