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. 28)
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. 28 amends and supplements the solicitation/
recommendation statement on Schedule 14D-9 filed with the Securities and
Exchange Commission on March 21, 2000, (as amended from time to time, 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, "North Fork's 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 North
Fork's 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 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Items 4 and 7 are hereby supplemented and amended by adding the following:
On August 25, 2000, Dime issued the press release which is included
herewith as Exhibit (a)(54) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
(a)(54) Press Release, dated August 25, 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: August 25, 2000
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EXHIBIT INDEX
Exhibit
Number Description
(a)(54) Press Release, dated August 25, 2000.
-4-
