<PAGE> 1
Exhibit (a)(31)
[DIME BANCORP, INC LOGO]
June 26, 2000
Dear Fellow Stockholder:
The July 14, 2000 Annual Meeting of Stockholders is just weeks away. Dime's
Board of Directors urges you to vote FOR the reelection of five of your
directors by signing, dating and returning the WHITE proxy card in the enclosed
postage-paid envelope TODAY.
Your Board of Directors, together with senior management, is actively
engaged in a comprehensive review of all strategic options in order to realize
the full value of Dime's franchise for our stockholders. On May 24, 2000, we
announced that we were in the preliminary stages of negotiations with parties
concerning the possibilities of a strategic transaction and had begun to enter
into confidentiality and standstill agreements. That process is continuing.
However, North Fork Bancorporation's campaign to solicit "withhold
authority" votes regarding the reelection of Dime's five director nominees could
interfere with your Board's ability to develop superior alternatives for
stockholder value. Consider: North Fork has undertaken this expensive and
distracting campaign, which they have cloaked in rhetoric about "sending
messages," even though our Directors will continue in office. Rather than
sending any "messages," your Board of Directors believes that North Fork's
actions are actually designed to enrich itself at your expense by pushing its
hostile takeover offer, which your Board has already rejected as inadequate and
not in the best interests of Dime's stockholders. We also believe that North
Fork's futile and wasteful proxy solicitation is an attempt to divert your
attention from that fact.
WE ARE FULLY COMMITTED TO REALIZING THE FULL VALUE OF THE DIME FRANCHISE
FOR ALL OF OUR STOCKHOLDERS!
DO NOT UNDERCUT OUR ABILITY TO GET YOU THE BEST RESULT!
DO NOT SIGN NORTH FORK'S GOLD PROXY CARD FOR ANY REASON!
If you have already signed North Fork's gold proxy card, you can easily
revoke the card by signing and returning the enclosed WHITE proxy card today.
You should NOT return any gold proxy card you receive from North Fork, not even
as a protest against North Fork's high-handed tactics.
Support your Board of Directors' ability to realize the full value of
Dime's franchise for all stockholders. Vote FOR the reelection of the five
nominees for director. Please sign, date and return the enclosed WHITE proxy
card TODAY.
Thank you,
/s/ Lawrence J. Toal
Lawrence J. Toal
Chief Executive Officer
<PAGE> 2
IMPORTANT INSTRUCTIONS:
If your shares are held in the name of your bank or broker, only they can vote
your shares.
Please return the enclosed WHITE proxy card to your bank or broker in the
envelope provided or contact the person responsible for your account and give
instructions to vote FOR the reelection of the five nominees for director.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CONTACT: INNISFREE M&A INCORPORATED, TOLL-FREE AT
1-888-750-5834
