<PAGE> 1
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. 18)
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.
<PAGE> 2
This Amendment No. 18 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 and June 21, 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 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby supplemented and amended by adding the following:
A letter of Lawrence J. Toal to Stockholders is included herewith as
exhibit (a)(31) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
------- ---------------
(a)(31) Letter of Lawrence J. Toal to Stockholders
-2-
<PAGE> 3
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: June 27, 2000
-3-
<PAGE> 4
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
(a)(31) Letter of Lawrence J. Toal to Stockholders
-4-
