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
DIME BANCORP, INC.
(NAME OF SUBJECT COMPANY)
DIME BANCORP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 (TOGETHER
WITH 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
<PAGE>
March 6, 2000
FOR IMMEDIATE RELEASE
---------------------
DIME COMMITTED TO MERGER WITH HUDSON UNITED
NEW YORK, NY - MARCH 6, 2000- Dime Bancorp, Inc. (NYSE:DME), in
response to a hostile acquisition attempt announced today by North Fork
Bancorporation, Inc. (NYSE: NFB), issued a strong commitment to pursue its
merger of equals with Hudson United Bancorp (NYSE: HU).
"North Fork's offer is an attempt to destroy a transaction that is in
the best interest of Dime, its shareholders and the communities it serves," said
Lawrence J. Toal, Chairman and Chief Executive Officer of Dime. "We are strongly
committed to this transaction, which will enhance the value of our company."
Mr. Toal added that, as a matter of fiduciary responsibility to Dime
shareholders, a meeting would be scheduled to consider North Fork's proposal in
due course.
The Dime Savings Bank of New York, FSB (www.dime.com), 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 (www.namc.com),
Dime also provides consumer loans, insurance products and mortgage banking
services throughout the United States.
* * *
Investors and security holders are advised to read the registration
statement and other documents related to the Dime and Hudson merger currently
available, Dime's solicitation/recommendation statement in response to North
Fork when it becomes available and any amendments to these documents when they
become available because they contain, or will contain, important information.
Investors and security holders may obtain these documents, when available, and
other documents filed by Dime with the Securities and Exchange Commission at the
SEC's Internet web site (www.sec.gov) and these documents may be obtained for
free from Dime by directing such request to Dime Bancorp, Inc., Investor
Relations Department, 589 Fifth Avenue, New York, New York 10017, telephone
(212) 326-6170.
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