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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
(Amendment No. 21)
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. 21 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, May 24, 2000, May 31, 2000, June 2, 2000, June 16, 2000, June 20, 2000,
June 21, 2000, June 27, 2000 and July 7, 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 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 7 is hereby supplemented and amended by adding the following:
On July 7, 2000, Dime began mailing the letter to stockholders that is
included herewith as exhibit (a)(34) and is incorporated herein by reference.
On July 7, 2000, Dime distributed the letter to employees that is
included herewith as exhibit (a)(35) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
(a)(34) Letter to stockholders, dated July 7, 2000
(a)(35) Letter to employees, dated July 6, 2000 and distributed July 7,
2000
</TABLE>
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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
Name: James E. Kelly
Title: General Counsel
Dated: July 7, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
(a)(34) Letter to stockholders, dated July 7, 2000
(a)(35) Letter to employees, dated July 6, 2000 and distributed July 7,
2000
</TABLE>
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