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. 1)
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. 1 amends and supplements the solicitation/
recommendation statement on Schedule 14D-9 filed with the Securities and
Exchange Commission on March 21, 2000 (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, 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 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 March 21, 2000, Dime issued the press release that is included
herewith as Exhibit (a)(17) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
- ------ -----------
(a)(17) Press Release, dated March 21, 2000
-2-
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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: March 21, 2000
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(a)(17) Press Release, dated March 21, 2000
-4-
Exhibit (a)(17)
DIME REJECTS NORTH FORK'S HOSTILE EXHANGE OFFER
SAYS OFFER IS INADEQUATE, UNACHIEVABLE AND
NOT IN STOCKHOLDERS' BEST INTERESTS
BOARD UNANIMOUSLY URGES DIME STOCKHOLDERS NOT TO TENDER SHARES TO NORTH FORK
POSTPONES MARCH 24TH SPECIAL STOCKHOLDERS MEETING
NEW YORK - March 21, 2000 - Dime Bancorp, Inc. (NYSE: DME) announced today that
its board of directors unanimously rejected the exchange offer recently filed by
North Fork Bancorporation, Inc. (NYSE: NFB). In a filing today with the
Securities and Exchange Commission, Dime describes North Fork's hostile offer as
inadequate, unachievable and not in the best interests of Dime stockholders.
Dime's board urges stockholders to reject North Fork's offer by not tendering
their shares.
"North Fork's most recent hostile actions, which include multiple lawsuits and
distorted disclosure, have not changed, but rather reinforced, our belief that
the offer is being made for the wrong price, by the wrong company, at the wrong
time and is unlikely to succeed," said Lawrence J. Toal, Chairman and Chief
Executive Officer of Dime.
"The Dime board's conclusion that combining with North Fork makes no strategic
or financial sense is the same conclusion we reached a year and a half ago when
our two companies discussed a potential merger and mutually agreed not to
proceed," Mr. Toal added. "Consistent with its fiduciary duties, Dime's board of
directors believes that it cannot approve North Fork's offer, whether or not the
proposed merger of equals with Hudson United is completed.
"We remain committed to the proposed merger with Hudson United. However, if
the merger agreement with Hudson United is terminated for any reason, it would
be the board's intention to explore all strategic options available to it at
that time in order to enhance stockholder value.
"Furthermore, North Fork's reputation as a 'slash and burn' acquiror raises the
specter of wholesale branch closings on both sides, massive layoffs of Dime and
North Fork employees, and severe disruption to the customers and communities
served by both institutions," Mr. Toal concluded.
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2
In material being mailed to stockholders today, Dime's board noted that North
Fork's offer is:
o Inadequate, from a financial point of view, in the opinions of Credit
Suisse First Boston and Merrill Lynch & Co., Dime's financial advisors.
o Highly dilutive to Dime's stockholders, resulting in 14% dilution to
estimates of Dime's earnings per share in 2001.
o Priced far below comparable acquisitions, representing only 7.5 times
Dime's estimated earnings for 2000. North Fork's last two acquisitions
averaged 17.8 times earnings.
o Based on unachievable cost savings. North Fork's offer assumes expense
reductions equal to about 50% of Dime's 2001 banking operations expense
base and 86% of North Fork's annualized 1999 fourth-quarter banking
operations expenses. This level of expense reduction far exceeds the level
assumed in any recently announced comparable in-market bank or thrift
combination.
o Unlikely to succeed, because of significant conditions North Fork has
imposed, several of which require the approval of Dime's board of
directors. The board believes that, consistent with its fiduciary duties,
it cannot approve North Fork's offer - whether or not the Dime/Hudson
United merger is completed. North Fork's offer could also be impeded by
antitrust scrutiny and by regulatory issues surrounding North Fork's
"unique relationship" with Fleet Boston Corporation.
o Subject to high integration risk, because the acquisition of Dime would be
seven times larger than North Fork's next largest transaction, is being
done on a hostile basis, requires an extraordinarily high level of cost
savings, and follows on the virtual heels of two other significant
acquisitions by North Fork; and
o Eliminates FleetBoston as a potential higher bidder for Dime. FleetBoston
has agreed not to bid for Dime and in return, North Fork has agreed to
divert substantial value from Dime, and North Fork's own stockholders, by
selling 17 branches and accepting a stock investment from FleetBoston on
"sweetheart" terms.
Dime's board also noted that North Fork's offer destroys value by diverting
significant funds to parties other than Dime's stockholders. North Fork's deal
to issue warrants and to sell Dime branches to FleetBoston at less than market
price, North Fork's proposed $50 million break-up fee to Hudson United, and an
extra after-tax restructuring charge would squander as much as an estimated $270
million in value lost to Dime's stockholders, or approximately 14% of the
estimated value of North Fork's offer.
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<PAGE>
3
Dime also announced that the March 24th special meeting of stockholders to vote
on the proposed merger with Hudson United has been postponed. Dime intends to
send stockholders materials announcing the new meeting date in the near future.
Mr. Toal said, "Our stockholders need time to consider all the information being
disseminated into the market by North Fork together with our responses to that
information. We believe the materials recently published by North Fork contain
numerous erroneous and misleading statements that North Fork will choose, or be
required to, correct."
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 and security holders are advised to read Dime's proxy statement with
respect to the proposed Dime and Hudson merger, and any amendments or
supplements thereto when they become available, and any solicitation
recommendation statement regarding North Fork's proposal when it becomes
available, because each of these documents, filed with the Securities and
Exchange Commission, contains, or will contain, important information. Investors
and security holders may obtain a free copy of these documents currently
available and such others when available and other documents filed by Dime with
the SEC 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.
# # #
CONTACT:
Dime Bancorp, Inc., New York Abernathy MacGregor Group, New York
Franklin Wright Mike Pascale/Rhonda Barnat
212/326-6170 212/371-5999
