Filed Pursuant to Rule 425 of the Securities Act of 1933
Filer: Dime Bancorp, Inc.
Subject Company: Dime Bancorp, Inc.
Dime Bancorp, Inc. Exchange Act File Number: 001-13094
DIME BOARD OF DIRECTORS UNANIMOUSLY REJECTS
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NORTH FORK'S HOSTILE BUST-UP OFFER
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OFFER IS DISRUPTIVE, INADEQUATE AND NOT IN THE BEST INTERESTS OF DIME
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SHAREHOLDERS;
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DIME URGES ITS SHAREHOLDERS TO VOTE IN FAVOR OF THE PENDING
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DIME/HUDSON UNITED MERGER
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NEW YORK - March 7, 2000 - Dime Bancorp, Inc. (NYSE: DME) announced
today that its board of directors has unanimously rejected, both strategically
and financially, the exchange offer announced by North Fork Bancorporation, Inc.
(NYSE: NFB) on March 5, 2000. The board recommends that Dime shareholders not
tender their shares to North Fork.
The board also urges Dime shareholders to vote for the proposed
Dime/Hudson United merger. The board remains committed to completion of the
merger with Hudson as soon as possible.
"North Fork's 1980s style hostile bust-up attempt is inadequate,
clearly not in the best interests of Dime's shareholders and raises numerous
serious concerns," said Lawrence J. Toal, Chairman and Chief Executive Officer
of Dime. "We know North Fork's operations well and have previously concluded
that a combination with North Fork would not be in the best interests of our
shareholders. Rather, a merger with North Fork, which is today a thrift in a
bank's clothing, would reverse the progress made by Dime to transform itself
into a commercial bank. A combined Dime-North Fork would represent a step
backward to a thrift-like business model."
"Moreover the offer, which is significantly earnings dilutive to Dime's
shareholders, is clearly inadequate. This strongly suggests that the real
purpose lurking behind North Fork and FleetBoston's efforts is not to acquire
the Dime, but to disrupt Dime's proposed merger with Hudson United and thereby
prevent Dime from becoming a stronger competitor. In view of our board's
unanimous rejection, we call upon North Fork to terminate its offer and we also
urge FleetBoston to terminate its participation."
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Page 2
March 7, 2000
Mr. Toal noted that the Dime board was also deeply concerned about
North Fork's ability to integrate the Dime, which is a larger organization with
a different business model, systems and culture. This concern is particularly
grave in view of North Fork's need to digest two recent substantial,
high-premium acquisitions that are based on questionable assumptions, and its
own admission that it is growing at "warp speed in Manhattan." The market is
littered with the results of other financial institutions that have attempted to
use the integration model employed by North Fork -- tremendous cost reductions
without due regard to customer service. Finally, the board expressed serious
concerns about North Fork's need to sustain its earnings growth by doing more
and larger acquisitions to compensate for a string of high-premium deals it had
recently concluded.
"The Dime's business model is based on high performance banking and
superior service to our customers and to the communities we serve. Our fine
record in supporting our communities, particularly in the area of housing, and
in providing opportunities within those communities has been a hallmark of the
Dime," said Mr. Toal. "These communities and our customer base will be
profoundly impacted by North Fork's well-established pattern of merger
integration, involving slash and burn tactics and tremendous amounts of
cost-cutting, massive employee layoffs and numerous branch closings. We expect
North Fork's ax would fall particularly hard on Long Island. North Fork would
gut our branch system and destroy our valued business model.
"By contrast, the proposed Dime/Hudson United merger is well advanced
in its integration planning and, as a friendly transaction, carries a low level
of integration risk," Mr. Toal said. "We urge Dime shareholders to vote for the
Dime/Hudson United merger, which creates an attractive banking franchise and
represents a compelling opportunity to build shareholder value."
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.
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Page 3
March 7, 2000
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.
# # #
Contacts:
Franklin Wright Mike Pascale/Rhonda Barnat
Dime Abernathy MacGregor Group
212-326-6170 212-371-5999
