SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 Notices
and Communications on Behalf of Filing Person)
Copy to:
MITCHELL S. EITEL, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
CALCULATION OF FILING FEE
Transaction
Valuation* Amount of Filing Fee
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
<PAGE>
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: ________________ Filing Party: ___________________
Form or Registration No.: _______________ Date Filed: ____________________
/X/ Check the appropriate box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
<PAGE>
FOR IMMEDIATE RELEASE
DIME BANCORP RESPONDS TO ISS RECOMMENDATION
ISS IGNORES SUBSATNTIAL BENEFITS OF WARBURG PINCUS TRANSACTION
NEW YORK - July 10, 2000 - Dime Bancorp, Inc. (NYSE: DME) today issued the
following statement in response to the Institutional Shareholder Services Inc.'s
(ISS) report:
"We vigorously disagree with ISS' recommendation. Unfortunately, ISS has failed
to realize the substantial benefits of our agreement with Warburg Pincus and the
compelling opportunity to increase stockholder value for Dime shareholders.
Similarly, in interpreting this election as a referendum on Dime's Board's
decision not to negotiate with North Fork, it is clear the ISS has also ignored
the innumerable weaknesses of North Fork's proposal. In making their choice in
voting for directors, Dime stockholders should consider the following:
* "Dime stockholders are being given a choice between two value-producing
alternatives: tendering into the Dutch Auction and receiving cash value
consistent with, if not superior to, the uncertain and risky value in North
Fork's proposal or remaining invested alongside Warburg Pincus and with
Tony Terracciano, who both have unparalleled records of producing superior
returns and value for investors.
* "An exhaustive, two-month-long review of available strategic options, which
included a careful analysis of the current merger and acquisition market
for financial institutions, as well as discussions with potential bidders,
demonstrated quite clearly that a sale of the company now would not
optimize stockholder value.
* "Going forward, Dime will continue to evaluate strategic opportunities as
they become available.
* "Since the day before North Fork made its proposal through today, its stock
has underperformed the S&P Regional Bank index by 20%.
"The weakness of North Fork's proposal is amply demonstrated by two key
considerations. First, Warburg Pincus is investing in Dime in a non-takeover
transaction at values consistent with North Fork's effort to take over the
entire company. This suggests that North Fork's proposal is seriously
inadequate. Second, North Fork filed its exchange offer four months ago, and as
of June 27, 2000 a mere 17% of Dime shares had been tendered into that offer.
Clearly, Dime stockholders themselves recognize the poor value that North Fork
is attempting to thrust upon them.
- continued -
<PAGE>
Dime Bancorp
Page 2
"Dime's management and board, including Tony Terracciano, our new chairman, are
committed to implementing an accelerated growth strategy that we believe will
produce superior returns for Dime stockholders, while preserving the opportunity
to attract a control premium for Dime shares in the future. We urge Dime
stockholders to reelect the director nominees."
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, (2) Dime's proxy statement relating to the 2000 annual stockholders
meetings, and (3) Dime's tender offer statement on Schedule TO when filed with
the Securities and Exchange Commission in connection with Dime's proposed Dutch
Auction tender offer, 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 to Innisfree M&A Incorporated at 1-888-750-5834.
Certain statements in Dime's press releases may be forward-looking. A
variety of factors could cause Dime's actual results and experience to differ
materially from the anticipated results or other expectations expressed in such
forward-looking statements. The risks and uncertainties that may affect the
transactions described above, as well as the operations, performance,
development, and results of Dime's business, include litigation, interest rate
movements, competition from both financial and non-financial institutions,
changes in applicable laws and regulations, the timing and occurrence (or
non-occurrence) of transactions and events that may be subject to circumstances
beyond Dime's control and general economic conditions.
Dime believes that "operating earnings" basis information, when taken
in conjunction with reported results, provide useful information in evaluating
performance on a comparable basis, although operating earnings are not currently
a required basis for reporting financial results under generally accepted
accounting principles.
# # #
Contacts:
Franklin Wright Mike Pascale/Rhonda Barnat
Dime Abernathy MacGregor Group
212-326-6170 212-371-5999
