DIME BANCORP INC
SC 14D9/A, 2000-09-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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. 29)

                               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. 29 amends and supplements the solicitation/recommendation
statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
March 21, 2000, (as amended from time to time, 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, "North Fork's 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 North Fork's 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 8.  ADDITIONAL INFORMAITON.

Items 8 is hereby supplemented and amended by adding the following:

     At an investor conference on September 11, 2000, Dime used the slide
presentation which is included herewith as Exhibit (a)(55) and is incorporated
herein by reference.

ITEM 9.  EXHIBITS.

Item 9 is hereby supplemented and amended by adding the following:


Exhibit
Number          Description


(a)(55)         September 11, 2000 Investor Conference Slide Presentation.




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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: September 11, 2000


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                                  EXHIBIT INDEX

Exhibit
Number             Description
-------            -----------

(a)(55)            September 11, 2000 Investor Conference Slide Presentation.




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