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Exhibit (a)(1)(G)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares. The Offer is made solely by the Offer to Purchase, dated August
1, 2000 and the related Letter of Transmittal, and any amendments or supplements
to the Offer to Purchase or Letter of Transmittal. The Offer is not being made
to, nor will tenders be accepted from or on behalf of, holders of Shares in any
jurisdiction in which the making or acceptance of offers to sell Shares would
not be in compliance with the laws of that jurisdiction. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of Dime
by Credit Suisse First Boston Corporation ("Credit Suisse First Boston") or
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), the Dealer
Managers for this Offer, or by one or more registered brokers or dealers
licensed under the laws of that jurisdiction.
Notice of Offer to Purchase for Cash
by
DIME BANCORP, INC.
up to 13,607,664 Shares of its Common Stock
(including the Associated Preferred Stock Purchase Rights)
at a Purchase Price Not Greater Than $18.00
Nor Less Than $16.00 Per Share
Dime Bancorp, Inc., a Delaware corporation ("Dime"), is offering to
purchase for cash up to 13,607,664 shares of its common stock, par value $0.01
per share (including the associated preferred stock purchase rights, the
"Shares"), upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated August 1, 2000 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which together, as they may be amended and supplemented
from time to time, constitute the "Offer"). Dime is inviting its stockholders to
tender their Shares at prices specified by the tendering stockholders that are
not greater than $18.00 nor less than $16.00 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions of the
Offer. The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to other conditions set forth in the
Offer to Purchase and the related Letter of Transmittal.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, AUGUST 28, 2000, UNLESS THE OFFER IS EXTENDED.
Dime's Board of Directors has approved the Offer. However, neither Dime
nor its Board of Directors nor the Information Agent nor either Dealer Manager
is making any recommendation to Dime stockholders as to whether to tender or not
to tender their Shares or as to the price or prices at which stockholders may
choose to tender their Shares. Stockholders must make their own decision as to
whether to tender their Shares and, if so, how many Shares to tender and the
price or prices at which such Shares should be tendered. Dime has been informed
that none of its directors and executive officers intend to tender any Shares in
the Offer.
As soon as practicable following the "expiration date" (as defined
below), Dime will select the purchase price (the "Purchase Price") for Shares
properly tendered and not properly withdrawn, taking into account the number of
Shares tendered and the prices specified by tendering stockholders. Dime will
select the lowest purchase price between $16.00 and $18.00 net per share in
cash, without interest, that will enable it to purchase 13,607,664 shares, or
such lesser number of shares as are properly tendered, in the Offer. Shares
properly tendered at or below the Purchase Price and not properly withdrawn will
be purchased at the Purchase Price upon the terms and conditions of the Offer,
including the "odd lot", proration and conditional tender provisions. The term
"expiration date" means 12:00 midnight, New York City time, on Monday, August
28, 2000, unless Dime, in its sole discretion, extends the period of time during
which the Offer will remain open, in which event the term "expiration date" will
mean the latest time and date at which the Offer, as extended by Dime, will
expire.
Dime will not pay interest on the Purchase Price regardless of any
delay in making such payment. All Shares Dime purchases will be purchased at the
same Purchase Price, even if the stockholder specified a lower
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price. Dime reserves the right to purchase in the Offer an additional amount of
Shares, not to exceed 2% of the outstanding Shares, without amending or
extending the Offer. For purposes of the Offer, Dime will be deemed to have
accepted for payment and therefore purchased Shares that are properly tendered
at or below the Purchase Price and not properly withdrawn, subject to the odd
lot priority, conditional tender and proration provisions of the Offer, only
when, as and if Dime gives oral or written notice to EquiServe Trust Company,
N.A., the depositary for the Offer, of Dime's acceptance of the Shares for
payment. Payment for Shares tendered and accepted for payment under the Offer
will be made only after timely receipt by the depositary of (1) certificates for
such Shares or a confirmation of a book-entry transfer of such Shares into the
depositary's account at The Depository Trust Company, as "book-entry transfer
facility", and (2) a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile of the Letter of Transmittal), an agent's
message (as defined in the Offer to Purchase) in the case of a book-entry
transfer, or the specific acknowledgment in the case of a tender through the
Automated Tender Offer Program of the book-entry transfer facility, and (3) any
other documents required by the Letter of Transmittal.
Upon the terms and subject to the conditions of the Offer, if more than
13,607,664 Shares are properly tendered at prices equal to or below the Purchase
Price and not properly withdrawn, Dime will purchase properly tendered Shares in
the following order: (1) all Shares properly tendered and not properly withdrawn
by any "odd lot holder" of less than 100 Shares who (a) tenders all Shares owned
beneficially or of record by such odd lot holder at a price equal to or below
the Purchase Price (tenders of less than all Shares owned will not qualify for
this preference) and (b) completes the section entitled "Odd Lots" in the Letter
of Transmittal and, if applicable, in the Notice of Guaranteed Delivery and (2)
after the purchase of all of the foregoing Shares and subject to the conditional
tender procedures, all other Shares properly tendered and not properly withdrawn
at prices equal to or below the Purchase Price prior to the expiration date, on
a pro rata basis, with appropriate adjustments to avoid purchases of fractional
Shares. If, as described above, Dime elects to purchase more than 13,607,664
Shares in the Offer, subject to applicable law, the preceding provisions will
apply to the greater number of Shares. All other Shares tendered and not
purchased will be returned to the stockholder at Dime's expense as soon as
practicable after the expiration date.
Dime reserves the right, in its sole discretion, at any time and from
time to time, to extend the period of time during which the Offer is open and to
delay acceptance for payment of, and payment for, any Shares by giving oral or
written notice of such extension to the depositary and making a public
announcement thereof before 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date.
Tendered Shares may be withdrawn at any time before the expiration date
and, unless accepted for payment by Dime after the expiration date, may also be
withdrawn at any time after 12:00 midnight, New York City time, on Tuesday,
September 26, 2000. For withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the depositary at
its address set forth on the back page of the Offer to Purchase. Any such notice
of withdrawal must specify the name of the tendering stockholder, the number of
Shares to be withdrawn and the name of the registered holder of the Shares. If
the certificates for Shares to be withdrawn have been delivered or otherwise
identified to the depositary, then, before the release of those certificates,
the serial numbers shown on the certificates must be submitted to the depositary
and the signature(s) on the notice of withdrawal must be guaranteed by an
"eligible guarantor institution" (as defined in the Offer to Purchase), unless
the Shares have been tendered for the account of an eligible guarantor
institution. If Shares have been tendered pursuant to the procedure for
book-entry transfer set forth in the Offer to Purchase, any notice of withdrawal
also must specify the name and the number of the account at the book-entry
transfer facility to be credited with the withdrawn Shares and must otherwise
comply with the book-entry transfer facility's procedures. All questions about
the form and validity of any notice of withdrawal, including the time of
receipt, will be determined by Dime, whose determination will be final and
binding. None of Dime, EquiServe Trust Company, N.A., as the depositary,
Innisfree M&A Incorporated, as the Information Agent, Credit Suisse First Boston
or Merrill Lynch, as the Dealer Managers, or any other person will be under any
duty to give notification of any defects or irregularities in any tender or
notice of withdrawal or incur any liability for failure to give any such
notification. Except as otherwise provided in the Offer to Purchase, tenders of
Shares are irrevocable.
In certain circumstances, some tendering stockholders whose Shares are
purchased in the Offer may be treated for U.S. federal tax purposes as having
received an amount taxable as a distribution or dividend rather than as a
capital gain or loss. Some tendering stockholders may choose, for U.S. federal
tax reasons, to submit a
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conditional tender specifying that all or a minimum number of their Shares must
be purchased if any are purchased. The conditional tenders may be deemed
withdrawn if proration would result in less than the specified minimum number of
Shares being purchased from a stockholder making the conditional tender.
Stockholders are strongly encouraged to read the Offer to Purchase for
additional information regarding the U.S. federal tax consequences of
participating in the Offer.
Dime is offering to purchase Shares from its stockholders because Dime
believes that (1) the price range of the Offer presents a value to stockholders
comparable to the current market value of the hostile offer by North Fork
Bancorporation, Inc., but offers it completely in cash, (2) the Offer is a
prudent use of the additional capital invested in Dime by Warburg, Pincus Equity
Partners, L.P. to maintain a consistent number of Shares in the market while
attempting to increase stockholder value through recently announced initiatives
described in the Offer to Purchase, and (3) the Shares are undervalued in the
market at this time based on prior pricing parameters.
No fees or commissions will be payable by Dime to brokers, dealers,
commercial banks or trust companies for soliciting tenders of Shares under the
Offer (other than fees or reimbursements described in the Offer to Purchase).
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated in this advertisement by reference to the Offer to
Purchase.
The Offer to Purchase and the related Letter of Transmittal are being
mailed to record holders of Shares whose names appear on Dime's stockholder list
and will be furnished to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION. STOCKHOLDERS SHOULD READ THEM CAREFULLY BEFORE MAKING ANY
DECISION REGARDING THE OFFER.
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Managers at their telephone numbers and
addresses set forth below. Additional copies of the Offer to Purchase, the
Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from
the Information Agent at the address and telephone number set forth below and
will be promptly furnished at Dime's expense. Stockholders may also contact
their broker, dealer, commercial bank, trust company or nominee for assistance
concerning the Offer. To confirm delivery of Shares, stockholders should contact
the depositary.
The Information Agent for the Offer is:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Toll Free: 888-750-5835
Banks and Brokerage Firms Please Call: 212-750-5833
The Dealer Managers for the Offer are:
Credit Suisse First Boston Merrill Lynch & Co.
Eleven Madison Avenue World Financial Center
New York, New York 10010-3629 North Tower
Toll Free: 800-881-8320 New York, New York 10281
Call Collect: 212-236-3790
August 1, 2000
