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. 7)
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>
This Amendment No. 7 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 and April 7,
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 8. ADDITIONAL INFORMATION.
Item 8 is hereby supplemented and amended by adding the following:
On April 11, 2000, Dime issued the press release that is included
herewith as Exhibit (a)(22) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
- ------ -----------
(a)(22) Press Release, dated April 11, 2000
-2-
<PAGE>
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: April 12, 2000
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(a)(22) Press Release, dated April 11, 2000
-4-
Exhibit (a)(22)
FOR IMMEDIATE RELEASE
DIME STATEMENT REGARDING "NO TALK" PROVISION
NEW YORK, NY - APRIL 11, 2000 - Dime Bancorp (NYSE: DME) announced today that
although it had not received a copy of any correspondence from Hudson to North
Fork, the fact of the matter is that Dime advised Hudson in writing last week
that Dime did not object to Hudson granting an unconditional waiver of the
provision in the Dime-Hudson merger agreement that restricts Dime's ability to
talk to other parties, including North Fork.
A spokesman for Dime said, "So that there is no further confusion with respect
to this issue, Dime consents to Hudson United unconditionally waiving the "no
talk" provision with respect to North Fork and all other parties. The decision
is solely for Hudson United to make."
The spokesman added, "We are dismayed that Mr. Kanas has again issued a highly
inflammatory statement without attempting to confirm the facts."
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 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 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.
# # #
CONTACT:
Dime Bancorp, Inc., New York Abernathy MacGregor Group, New York
Franklin Wright Mike Pascale/Rhonda Barnat
212/326-6170 212/371-5999
