<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
------------------
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
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 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 Notices
and Communications on Behalf of Filing Person)
Copy to:
MITCHELL S. EITEL, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
Transaction
Valuation* Amount of Filing Fee
<S> <C>
</TABLE>
*Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: _________________ Filing Party: ___________________
Form or Registration No.: _______________ Date Filed: _____________________
/X/ Check the appropriate box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: / /
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[DIME. LOGO]
Dear Fellow Stockholder:
I wanted to advise you of an important development regarding your
investment in Dime. On July 6, 2000, we announced that, as a result of our
comprehensive review of strategic alternatives, we have reached an agreement
with Warburg, Pincus Equity Partners, L.P. & affiliates to make a capital
investment of $238 million in Dime. We also announced that Tony Terracciano, an
experienced and talented banking executive, has been elected Chairman of Dime's
Board of Directors.
In addition, and as part of our efforts to improve returns and provide
enhanced value to Dime stockholders, your Board approved a series of actions,
including:
- A "Dutch Auction" Tender to purchase 13.6 million shares, or
approximately 12.5% of Dime's outstanding common stock, with a
floor of $16.00 and a cap of $18.00, subject to market and other
conditions;
- Distribution to stockholders (excluding Warburg Pincus) of Dime's
economic interest in its pending "goodwill" lawsuit against the
United States government through Litigation Tracking Warrants
(LTWs(TM)); and
- Amendments to Dime's stockholder rights plan, including providing
an immediate exception for certain qualifying tender offers and
eliminating the rights plan in its entirety effective after
Dime's 2002 annual meeting of stockholders.
Over the past two months, your Board of Directors and senior
management, together with Dime's financial and legal advisors, conducted an
exhaustive review of all available strategic options to increase stockholder
value. As we analyzed the current market for bank combinations and held
discussions with potential bidders, it became clear to us that the merger and
acquisition market for depository institutions is at the lowest point of
activity in close to a decade and that a sale of the company at this time would
not optimize stockholder value.
At the same time, no new facts surfaced to change your Board's
conclusion that the North Fork Bancorporation, Inc. hostile offer is inadequate
and not in the best interest of stockholders. We had an extensive opportunity to
analyze and understand North Fork's offer since it made detailed SEC and other
regulatory filings, and held analyst and investor presentations, explaining the
proposal. Nothing North Fork said resolved for us the serious issues and
concerns about their offer that have been raised, which we wrote about in the
letter that we sent to you on March 20th. All this material confirmed the
rationale underlying your Board's earlier decision that it could not, as a
matter of fiduciary responsibility, approve North Fork's inadequate hostile
offer.
In contrast, Warburg Pincus is a highly regarded private equity
investment firm with a history of making successful investments in the financial
services industry. Its decision to make a major investment in Dime at this time
is a vote of confidence in Dime's Board, management and strategy and underscores
the value inherent in Dime's franchise.
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Additionally, we are pleased that Tony Terracciano has agreed to join
the Dime team as Chairman of your Board of Directors. Tony is one of the most
respected bankers in the nation and an industry leader. His career includes
service as Vice Chairman of Chase Manhattan Bank, President and Chief Operating
Officer of Mellon Bank Corporation, Chairman, President and Chief Executive
Officer of First Fidelity and, following the sale of that company to First Union
Corporation, President of First Union. His experience, expertise and counsel
will be invaluable as we refine and implement our strategy.
In sum, with this transaction, Dime stockholders are being given two
very attractive alternatives. You can either tender into the Dutch Auction and
receive cash values consistent with, if not superior to, the uncertain value
inherent in North Fork's hostile proposal, or you can remain invested alongside
Warburg Pincus and with Tony Terracciano, both of whom have proven track records
of generating superior returns for investors. At the same time, although we
determined that the sale opportunities open to Dime in today's environment would
not be in the best interests of our stockholders, we will continue to vigorously
evaluate strategic opportunities as they become available. We also believe that
the stockholder rights plan amendments we adopted confirm our commitment to
stockholder value and underscore the point that we are not opposed to a merger
or sale.
Accordingly, we again urge you to sign, date and return the enclosed
WHITE proxy card with a vote FOR Dime's director nominees.
Thank you for your investment and support.
Lawrence J. Toal
Chief Executive Officer
Investors are urged to read (1) Dime's June 12th proxy statement, which
provides detailed information concerning Dime's annual meeting of stockholders
to be held on July 14, 2000, (2) Dime's solicitation/recommendation statement
filed with the Securities and Exchange Commission on Schedule 14D-9 on March 21,
2000 with respect to North Fork Bancorporation Inc.'s hostile exchange offer and
(3) Dime's tender offer statement on Schedule TO when filed with the SEC in
connection with Dime's proposed Dutch Auction tender offer, as well as any
amendments or supplements to these statements 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 1-212-326-6170, or to Innisfree M&A Incorporated at
1-888-750-5834.
Certain statements in this supplement may be forward-looking. A variety
of factors could cause Dime's actual results and experience to differ materially
from the anticipated results or other expectations expressed in such
forward-looking statements. The risks and uncertainties that may affect the
transactions described above, as well as the operations, performance,
development, and results of Dime's business, include litigation, interest rate
movements, competition from both financial and non-financial institutions,
changes in applicable laws and regulations, the timing and occurrence (or
non-occurrence) of transactions and events that may be subject to circumstances
beyond Dime's control and general economic conditions.
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- MANAGEMENT - MEMO -
To: Dime and North American Associates
From: Larry Toal
Date: July 6, 2000
I am very pleased to announce that, as a result of the review of
strategic alternatives by our Board and senior management, we have reached an
agreement for Warburg, Pincus Equity Partners, L.P. & affiliates to make a
capital investment of $238 million in Dime. In addition, we announced that Tony
Terracciano, the former Chief Executive Officer of First Fidelity, has been
elected Chairman of the Board of Directors of Dime Bancorp, Inc.. I will, of
course, continue as Chief Executive Officer of both Dime Bancorp and The Dime
Savings Bank of New York as well as Chairman of the bank.
The decision of Warburg Pincus, a highly regarded private equity
investment firm with a history of successful investments in the financial
services industry, represents strong validation of our performance, affirmation
of our strategy and an expression of confidence in our future and potential.
Furthermore, it is a tribute to every Dime and North American associate and the
contribution each of you has made to our success. This investment opens a brand
new chapter in the history of this institution and, at the same time, offers
expanded career opportunities for our staff.
Similarly, Tony's decision of join our team underscores the fact that
Dime's best days are ahead of us. I worked with Tony at Chase Manhattan a number
of years ago and I can assure you that he brings a wealth of experience and
expertise to Dime. I look forward to having his advice and counsel as we move
forward.
For your information, I have attached a copy of the press release that
was issued this afternoon. In addition, we are making arrangements to have our
chart presentation to institutional investors posted on the Internet and will
provide you access information as soon as it is available. I know that you will
have many questions not addressed in the press release and the investor
materials; please pass them along to your manager or e-mail them directly to me.
We will distribute a more detailed Q&A as soon as possible.
While this is a watershed announcement, it brings with it a set of
exciting new challenges. In meeting those challenges, I am counting on each and
every employee to continue to deliver the
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best products and services we possible, can to our customers.
In summary, I am very pleased with the outcome of our strategic review
because it recognizes both the job that has been done over the past several
years and the future potential of Dime. I want to thank each of you for your
understanding and cooperation over the last several months. I am very proud of
the Dime team for exhibiting true "Dime Pride" and extraordinary professionalism
in a very difficult period. I am confident that you will respond to the
challenges ahead with your typical enthusiasm and commitment.
