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Exhibit (a)(5)(A)
FOR IMMEDIATE RELEASE
DIME BEGINS "DUTCH AUCTION" TENDER OFFER
FOR UP TO 13.6 MILLION OF ITS COMMON SHARES
OFFER REPRESENTS 12.45% OF OUTSTANDING COMMON STOCK
NEW YORK, August 1, 2000 - Dime Bancorp, Inc. (NYSE: DME) announced today
that it has commenced a "Dutch Auction" tender offer to purchase up to 13.6
million, or 12.45%, of its common shares (including the associated preferred
stock purchase rights). Under the terms of the offer, Dime stockholders may
offer to sell to Dime all or a portion of the shares they own within a price
range of $16.00 to $18.00 per share in cash. The offer begins today and will
expire at 12:00 midnight, New York City time, on Monday, August 28, 2000, unless
the offer is extended by Dime.
Dime said that on July 6th, 2000 it announced several initiatives intended
to improve returns and to enhance stockholder value. One of those initiatives is
this tender offer, which provides two alternatives to Dime stockholders. Subject
to the maximum number of shares Dime is seeking to purchase, stockholders have
the opportunity either to receive in cash a value comparable to the current
market value of North Fork's hostile proposal or to remain invested in Dime as
it seeks to continue its positive earnings momentum and implement the
accelerated growth strategy that Dime believes will produce superior returns for
its stockholders.
The tender offer allows tendering Dime stockholders to specify the price,
within the $16.00 - $18.00 price range, at which they are willing to sell their
shares. Once the offer expires, subject to the specific terms and conditions of
the tender offer, Dime will examine the prices chosen by stockholders and will
select the lowest purchase price that will allow it to purchase 13,607,664
shares, or such lesser number of shares as are tendered. If the number of shares
tendered at or below the selected price and not withdrawn is not more than
13,607,664, Dime will purchase all of those tendered shares. If the total number
of shares tendered at or below the selected price and not withdrawn is more than
13,607,664, Dime will first purchase shares tendered at or below the selected
price by odd lot holders. Dime will then purchase, on a pro rata basis, shares
from all other stockholders who tendered shares at or below the selected price.
All purchased shares will receive the same price. Dime has reserved the right to
purchase up to an
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additional 2% of its shares, subject to applicable law. Dime's offer is not
conditioned on any minimum number of shares being tendered. The offer is subject
to a number of other terms and conditions that are specified in the Offer to
Purchase being distributed to stockholders.
The Dealer Managers for Dime's "Dutch Auction" tender offer are Credit
Suisse First Boston and Merrill Lynch & Co. and the Information Agent is
Innisfree M&A Incorporated. Dime's Board of Directors has approved this tender
offer. However, neither Dime, its Board of Directors, the Information Agent nor
either of the Dealer Managers is making any recommendation to stockholders as to
whether to tender or refrain from tendering their shares or as to the price or
prices at which they may choose to tender their shares. Stockholders must make
their own decision as to whether to tender their shares and, if so, how many
shares to tender and the price or prices at which such shares should be
tendered. Dime's Board of Directors and executive officers have advised Dime
that they will not tender any of their shares in the offer.
Dime Bancorp is the parent company of The Dime Savings Bank of New York,
FSB (www.dime.com), a regional bank 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.
This press release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any shares of Dime's common
stock. The offer is being made solely by the Offer to Purchase. Investors are
urged to read (1) 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 (2)
Dime's tender offer statement on Schedule TO being filed today with the SEC in
connection with the "Dutch Auction" tender offer, which includes as an exhibit
the Offer to Purchase, 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 Innisfee M&A Incorporated at 1-888-750-5834.
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CONTACT:
Dime Bancorp, Inc., New York Abernathy MacGregor Group, New York
Franklin Wright Mike Pascale/Rhonda Barnat
212/326-6170 212/371-5999
