SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
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. 8 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 and April 12, 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:
On April 13, 2000, Dime issued the press release that is included
herewith as Exhibit (a)(23) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
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(a)(23) Press Release, dated April 13, 2000
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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
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Name: James E. Kelly
Title: General Counsel
Dated: April 14, 2000
-3-
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(a)(23) Press Release, dated April 13, 2000
-4-
Exhibit (a)(23)
NORTH FORK ACKNOWLEDGES SUBSTANTIAL RISKS
IN ITS PROPOSAL FOR DIME
NEW YORK, NY - APRIL 13, 2000 - In response to a North Fork Bancorporation, Inc.
(NYSE: NFB) filing earlier this week of an amended Schedule TO with the
Securities and Exchange Commission, Lawrence J. Toal, Chairman and Chief
Executive Officer of Dime Bancorp, Inc. (NYSE: DME) said, "From the very
beginning of North Fork's unsolicited offer, we have said that it was fraught
with serious risks. Among them are risks that North Fork will not achieve its
projected cost savings and risks that North Fork's attempt to combine with Dime
will result in unexpected revenue run-off. It was in part for this reason that
we began litigation to require North Fork to be more forthcoming. Now, North
Fork has begun to publicly acknowledge the magnitude of those risks. Dime
stockholders should read North Fork's own words and consider those risks
carefully. We urge Dime stockholders not to tender their shares to North Fork."
The following are direct quotes taken from North Fork's amended filing:
INTEGRATION RISKS
"IF WE DO NOT SUCCESSFULLY INTEGRATE NORTH FORK'S AND DIME'S OPERATIONS, THE
ANTICIPATED BENEFITS OF THE ACQUISITION OF DIME MAY NOT BE FULLY REALIZED."
[North Fork emphasis]
"We have not previously acquired an organization comparable in size to Dime or
where there is the potential for management to be uncooperative in the
integration process."
"Excluding the 17 Dime branches that we have agreed to sell to FleetBoston, the
110 remaining Dime branches would represent our largest acquisition to date. By
way of comparison, in February of this year we completed the acquisitions of JSB
Financial and Reliance Bancorp, which together had a total of 42 branches."
"We have never acquired a thrift institution with a significant mortgage banking
operation, nor do we have significant experience managing a mortgage banking
business."
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"The diversion of the attention of management to the integration effort and any
difficulties encountered in combining operations could adversely affect the
combined company's business and results of operations."
<PAGE>
COST SAVINGS RISKS
"THERE IS NO GUARANTEE THAT WE WILL ACHIEVE PROJECTED COST SAVINGS." [North Fork
emphasis]
"Furthermore, there can be no assurance that cost savings which are realized
will not be offset by increases in other expenses, other charges to earnings or
losses of revenue, including losses due to problems in integrating the Dime
operations into North Fork."
"We expect to realize a significant portion of the cost savings through a merger
of our bank subsidiary, North Fork Bank, and Dime's bank subsidiary, The Dime
Savings Bank of New York, FSB, which will require additional regulatory
approvals. These significant cost savings will not be realized unless and until
we are able to complete the merger of these entities."
NET REVENUE RUN-OFF RISKS
"THERE IS NO GUARANTEE THAT WE WILL NOT SUFFER NET REVENUE RUN-OFF." [North Fork
emphasis]
"In formulating our 2001 earnings estimates, we have not assumed any net run-off
of revenue attributable to our acquisition of Dime."
"Although we intend to integrate Dime's operations and implement our cost
savings measures in a manner that is designed to minimize the loss of revenues,
there can be no assurance that some revenue will not be lost. Factors that could
cause a loss of revenues include unanticipated loss of customers due to a lack
of customer acceptance of our deposit, lending and investment products."
Dime also stated that it expected North Fork would file additional corrective
disclosures shortly.
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.
- more -
Investors are urged to read Dime and Hudson's proxy statement/prospectus and any
amendments or supplements when they become available, as well as any
solicitation/recommendation statement that may be filed by Dime, because they
contain
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important information. Each of these documents has been or will be filed with
the SEC and investors may obtain a free copy of them 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, or Innisfree M&A
Incorporated at 1-888-750-5834.
Dime, its directors and executive officers and certain other persons may be
deemed "participants" in any solicitation of proxies from Dime stockholders.
Information regarding the participants in any solicitation is contained in a
statement on Schedule 14A filed by Dime with the SEC on April 10, 2000.
# # #
Contacts:
Franklin Wright Mike Pascale/Rhonda Barnat
Dime Abernathy MacGregor Group
212-326-6170 212-371-5999
