Filed Pursuant to Rule 425 of the Securities Act of 1933
Filer: Dime Bancorp, Inc.
Subject Company: Dime Bancorp, Inc.
Dime Bancorp, Inc. Exchange Act File Number: 001-13094
CONTACT: Dime Bancorp, Inc., New York
Franklin Wright
212/326-6170
or
Abernathy MacGregor Group, New York
Mike Pascale
212/371-5999
March 10, 2000
00/8
FOR IMMEDIATE RELEASE
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DIME SUES NORTH FORK AND FLEETBOSTON ON ANTITRUST GROUNDS
SUIT CLAIMS CONSPIRACY TO DIMINISH COMPETITION;
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SEEKS TO STOP FLEETBOSTON/NORTH FORK FROM INTERFERING WITH DIME/HUDSON
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UNITED MERGER
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AND PROHIBIT DIVESTITURE OF FLEETBOSTON BRANCHES TO SOVEREIGN
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NEW YORK - March 10, 2000 - Dime Bancorp, Inc. (NYSE: DME) announced today that
it has filed suit in New York State Supreme Court against North Fork
Bancorporation, Inc. (NYSE: NFB) and FleetBoston Financial Corporation (NYSE:
FBF), alleging that North Fork and FleetBoston have conspired to interfere with
the proposed combination of Dime and Hudson United Bancorp (NYSE: HU) in
violation of antitrust laws. Dime says the North Fork and FleetBoston strategy
is part of a more general effort to diminish competition in a variety of markets
in New York and Connecticut, particularly Suffolk County. That strategy includes
Fleet's acquisition of Bank of Boston, and its attempt to sell the branches it
is required to divest to Sovereign Bancorp (NASDAQ: SVRN), an institution that
is incapable of competing with Fleet.
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The suit asks the Court to halt North Fork and FleetBoston from making any
coordinated offer to acquire Dime or otherwise wrongfully interfere with the
proposed Dime/Hudson merger and to prohibit the proposed divestiture of
FleetBoston branches to Sovereign.
"North Fork's unsolicited and hostile proposal makes no sense strategically and
financially and is clearly not in the best interest of Dime shareholders.
Moreover, it is disruptive to the communities that we serve," said Lawrence J.
Toal, Chairman and Chief Executive Officer of Dime. "Since the North Fork
proposal was made public, we have warned Dime shareholders of the numerous
serious risks inherent in that proposal. Now it is time for FleetBoston and its
shareholders to understand that they are at risk, too. The unlawful agreement
made by their management with North Fork exposes FleetBoston to potentially
serious antitrust issues with significant consequences. We believe FleetBoston
shareholders will rue the day their management entered into that arrangement. We
again call upon North Fork to terminate its offer and for FleetBoston to end its
conspiracy with North Fork."
Among the points made in the suit filed today are the following:
"FleetBoston and North Fork entered into an elaborate and convoluted
agreement to achieve the twin anticompetitive goals of (a) scuttling the
Dime/Hudson merger and (b) acquiring Dime at or below the market price and
dividing the spoils. As part of this scheme, Fleet agreed that it would not
compete with North Fork in bidding for Dime or the combined Dime/Hudson for
two years. Fleet and North Fork hoped not only to derail the formation of a
strong new competitor, but also to acquire Dime branches at a price lower
than they would have to pay if they competed to purchase these branches."
"The combination of Fleet, North Fork and Dime will create a dominant bank
in at least the New Haven and Suffolk County banking markets. In the
Suffolk County market, the new bank will have a market share among
commercial banks of 43%, which is over twice the market share of the next
ranking bank. Applying the Herfindahl-Hirschman Index ("HHI") of market
concentration, the post-merger HHI will be 2402, with an increase of 1018
points. . . In the New Haven market, the three-way combination will have a
market share of 35%, compared to the next largest bank with 22%. The
post-merger HHI will be 2303 with an increase of 401. . . These market
shares, post-merger market concentration levels and concentration increases
are all far above the guidelines of the Department of Justice and Federal
Reserve - which consider a bank merger to raise significant competitive
issues if the post-merger HHI is above 1800 with an increase of more than
200 - and provide prima facia evidence that the transaction will
substantially lessen competition."
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The suit also contends that Fleet intentionally sought Sovereign, a weak buyer,
for the branches it was required to divest in its acquisition of BankBoston
Corporation. The divestiture was required to ensure competition in the merged
FleetBoston markets. Sovereign lacks the tangible equity, the market
capitalization, the size and the resources to be an effective competitor to
FleetBoston. As a consequence, Sovereign has been required to take the
unprecedented action of purchasing the branches in three stages.
Moreover, the complaint states, "Sovereign is attempting to undertake an
integration of out-of- market divested branches that is unprecedented in
relation to its size. Sovereign has no prior experience in integrating an
acquisition of this size from a considerable distance and it may still be in the
process of completing the integration of other recent large acquisitions. The
difficulty of the integration creates a serious risk that Sovereign will be
unable to compete effectively."
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 Dime's proxy statement with
respect to the proposed Dime and Hudson merger, and any amendments or
supplements thereto when they become available, and any solicitation
recommendation statement regarding North Fork's proposal when it becomes
available, because each of these documents, filed with the Securities and
Exchange Commission, contains, or will contain, important information. Investors
and security holders may obtain a free copy of these documents currently
available and such others when available and other documents filed by Dime with
the SEC at the SEC's Internet web site at www.sec.gov. These documents may also
be obtained for free from Dime by directing such requests to: Dime Bancorp,
Inc., Investor Relations Dept., 589 Fifth Avenue, New York, New York, telephone:
(212) 326-6170.
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