SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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|_| Preliminary Proxy Statement |_| Confidential, for the use of the
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|_| Soliciting Material Pursuant to Rule 14a-12
DIME BANCORP, INC.
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(Name of Registrant As Specified In Its Charter)
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[DIME LOGO]
Supplement to Proxy Statement for Annual Meeting of Stockholders to Be
Held on July 14, 2000
Dear Fellow Stockholder:
By now, you should have received the notice of annual meeting and proxy
statement from Dime, together with a WHITE proxy card. Likely, you also have
received proxy materials from North Fork Bancorporation which ask you to vote
"withhold authority" regarding Dime's director nominees.
Your board believes North Fork's solicitation represents a futile attempt to
enrich itself at the expense of Dime stockholders. Cloaking itself in rhetoric
about sending "messages," North Fork has undertaken a costly campaign that we
believe is intended solely to push its hostile offer to take control of Dime.
That hostile offer has been criticized widely as inadequate and has not received
substantial support from our stockholders - a paltry 11% of Dime stock was
tendered the last time that North Fork was forced to release this information.
As we have previously written you, and as described in this supplement, your
board is working very hard to realize the full value of the Dime franchise for
all of our stockholders and not for North Fork. We are undertaking a
comprehensive exploration of all strategic options. On May 24, 2000, we
announced that we were in the preliminary stages of negotiations with parties
concerning the possibility of a strategic transaction and had begun to enter
into confidentiality and standstill agreements. That process is continuing.
North Fork's costly, disruptive and merely symbolic proxy contest will only
distract your board, management and their advisors from this critical task and
serve to undermine our ability to obtain the best results for our stockholders.
Your board needs your support and asks you to vote for our director nominees to
support the process we have set in motion and ensure your board's ability to see
it through, with a minimum of disruption, to a satisfactory conclusion.
Moreover, Dime has performed well. We have a strong record of financial
performance- including fifteen consecutive quarters of higher operating
earnings-and a solid balance sheet. North Fork's hostile offer could be
disruptive to our continued performance. Your board of directors unanimously
recommends that you vote "FOR" the election of Dime's director nominees on the
WHITE proxy card.
North Fork's Offer Is Not in Your Best Interests.
Your board earlier concluded that North Fork's hostile offer is inadequate and
not in the best interests of Dime and its stockholders. That offer has not
changed. Your board believes that, because of this conclusion and consistent
with its fiduciary duties, it cannot approve North Fork's offer. Given this,
your board also is opposed to North Fork's proxy solicitation.
North Fork's Proxy Contest Is Not in Your Best Interests.
We believe that North Fork's proxy contest is another attempt to force on Dime
and its stockholders North Forks' inadequate hostile offer. In your Board's
opinion this current ploy is also not in your best interests as stockholders and
we strongly urge you not to return North Fork's gold proxy card for any reason,
even as a protest against North Fork's high-handed tactics. We strongly urge you
to sign, date and return the enclosed WHITE proxy card with a vote "FOR" Dime's
director nominees.
Futile. Even if North Fork obtains a substantial number of proxies, North Fork
cannot elect any directors at this time.
Harmful. By continuing to pursue its prolonged hostile bid after rejection by
your board and a very low tender, North Fork is creating serious harm to Dime
and its stockholders. North Fork is irresponsibly spending a lot of its own
stockholders' money, as well as forcing us to spend yours, with its wasteful
contest. Repeated mailings and telephone solicitations are also wasteful of your
time and we are very sorry that we have been forced to respond to North Fork's
irresponsible actions.
I assure your that we will continue to act to provide you with enhanced value in
both the short and long term. Thank you for your investment and support.
/s/ Lawrence J. Toal
Lawrence J. Toal
Chief Executive Officer
QUESTIONS AND ANSWERS
ABOUT DIME'S ANNUAL STOCKHOLDER MEETING AND NORTH FORK'S HOSTILE OFFER
Q: What is North Fork doing now?
A: North Fork is soliciting proxies from Dime stockholders to vote "withhold
authority" for the election of Dime's director nominees.
Q: What happens if North Fork is "successful" in its proxy solicitation?
A: Even if North Fork obtains a substantial number of "withhold authority"
proxies, Dime's director nominees will continue in office. However, we are
currently in the process of exploring strategic alternatives and it is
possible that the solicitation by North Fork would put pressure on Dime and
your board to accept a transaction on less than the best terms we could
get. We believe that our negotiating leverage with potential
partners-including North Fork-is likely to be undermined if stockholder
support for your board was thought to have evaporated.
Q: What "message" will I send by voting "withhold authority"?
A: North Fork wants you to believe that you will send a message to "sell Dime"
by voting "withhold authority." In reality, a "withhold authority" vote is
likely to be seen as support for North Fork's hostile tender offer, which
your board and its financial advisors have carefully reviewed and
determined to be inadequate and not in your best interest as a stockholder.
We also believe that North Fork's solicitation is merely an attempt to
divert your attention from this fact and to try to disrupt our ability to
develop superior alternatives for stockholder value.
Q: Is Dime working to maximize franchise value?
A: Yes. Dime is undertaking a comprehensive exploration of all strategic
options in order to realize the full value of our franchise. On May 24,
2000, we announced that we were in the preliminary stages of negotiations
with parties concerning the possibility of a strategic transaction and had
begun to enter into confidentiality and standstill agreements. Please do
not undercut our ability to get you the best result by giving North Fork
your proxy-do not send in a gold proxy card for any reason.
Q: What is the status of North Fork's tender offer?
A: On May 26, 2000, North Fork extended its tender offer until June 30, 2000.
More recently, in their proxy materials North Fork said that since all of
the numerous conditions in their offer have not been satisfied they
anticipate that they will extend the expiration date beyond June 30, 2000.
As of May 26, 2000, only 11% of Dime stock was tendered to North Fork.
Q: Has Dime's board considered North Fork's hostile offer?
A: Yes. Your board received opinions from its financial advisors and carefully
reviewed an extensive volume of information. Based on that review, your
board concluded that North Fork's offer is inadequate and not in the best
interests of Dime stockholders.
Q. Why haven't you talked to North Fork?
A: North Fork has made an inadequate offer which your board believes does not
represent Dime's true value. This undervaluation, combined with what Dime
views as serious integration and strategic risks, provides no basis for
discussions at this time. Moreover, discussions that have a very small
chance of success create the risk of serious disruption for Dime with only
limited upside potential.
Q: What should I do now?
A: You should sign and date the WHITE proxy card enclosed with this supplement
voting "FOR" the election of Dime's director nominees and mail it in the
postage paid envelope provided.
Q: What do I do if I already mailed in the gold proxy card?
A: The gold proxy cards are from North Fork. By sending in a signed, dated
WHITE proxy card to the address above, you will revoke all prior proxy
cards you have sent, including the gold proxy card.
Q: Who can I turn to with questions?
A: Please call Innisfree toll free at 1-888-750-5834 with any questions you
have. They can also help you withdraw any shares you may have tendered to
North Fork.
DIME'S RESPONSE TO NORTH FORK'S HOSTILITIES
Since North Fork commenced its hostile, bust-up tender offer for Dime, we
have consistently said that it is your board's intention to explore all
strategic options available to it to enhance stockholder value. Your board and
management, together with their financial and legal advisors, started a
comprehensive exploration of all strategic options in order to recognize the
full value of the Dime franchise. We have stated that these options could
include a strategic transaction, such as a tender offer, merger, reorganization,
asset sale or transfer or other similar transaction.
On May 24, 2000, we disclosed that we were in the preliminary stages of
negotiations with parties concerning the possibility of a strategic transaction
and have begun to enter into confidentiality and standstill agreements. We also
announced that, in the opinion of your board, the disclosure of the terms of
possible strategic transactions or the identities of possible parties would
jeopardize continuation of these negotiations. That process is continuing. Dime
cannot assure that its exploration of strategic options will result in a
strategic transaction that is recommended by your board or that any recommended
transaction will be consummated, but we continue to move forward to develop
these alternatives.
North Fork believes that they can bully you into accepting their hostile
offer, which your board has determined to be inadequate. Your board believes
that you should not be rushed into a premature decision. In particular, we
believe that your board needs your support to continue smoothly the process we
have begun and to develop the best achievable result for you. A "withhold
authority" vote will not change the board's membership but is likely to, we
believe, undercut our ability to obtain the best result for our stockholders.
That cannot possibly be in your best interest.
Dime's solicitation of proxies for the election of its director
nominees was sent to stockholders in connection with Dime's annual meeting to be
held on July 14, 2000. Your board unanimously recommends that you vote "FOR" the
election of Dime's director nominees.
Your board and management are acting to advance your interests as
stockholders and need your support. Therefore, we are asking you to vote for our
director nominees to support the process we have set in motion and ensure the
board's ability to see it through, with a minimum of disruption to a
satisfactory conclusion.
NORTH FORK'S PROXY SOLICITATION
Quite simply, your board believes North Fork's proxy solicitation is
harmful and futile. Cloaking itself in rhetoric about sending "messages," North
Fork has undertaken a costly campaign that we believe is intended solely to
enrich itself at your expense by pushing its hostile offer to take control of
Dime. That hostile offer has not received substantial support from our
stockholders - a paltry 11% of Dime stock had been tendered as of May 26, 2000,
the last time that North Fork was forced to release this information. We know
that North Fork's price is inadequate, our financial advisors know it is
inadequate and we believe that you have said and shown that it is inadequate. We
also believe that North Fork's actions show that even North Fork knows it is
inadequate.
Even if North Fork obtains a substantial number of "withhold authority"
proxies, Dime's director nominees will continue to serve as directors. North
Fork attempts to hide this fact by stating that stockholders will send a
"message" with their vote. North Fork's suggested "messages," however, are an
attempt to divert stockholder attention from the fact that its hostile offer is
inadequate and to try to disrupt our ability to develop superior alternatives
for stockholder value. The fact is that a vote to "withhold authority" will be
just that, a vote to "withhold authority," but the indirect consequence could be
very detrimental: we believe it is likely to severely undercut our ability to
obtain the best result for our stockholders. We also believe that our
negotiating leverage with potential partners-including North Fork-is likely to
be undermined if stockholder support for your board was thought to have
evaporated.
LITTLE PROGRESS IN NORTH FORK'S HOSTILE OFFER
Since commencing its hostile tender offer over thirteen weeks ago,
North Fork has made little progress in satisfying a number of the many
conditions that they have imposed. On May 26, 2000, North Fork extended its
hostile offer until June 30, 2000. More recently, in their proxy materials North
Fork said that since all of the numerous conditions in their offer have not been
satisfied they anticipate that they will extend the expiration date beyond June
30, 2000. For example, neither North Fork nor its partner Fleet Boston
Corporation has yet received regulatory approvals although they filed their
applications over twelve weeks ago. Also, North Fork has not taken significant
steps to obtain the approval of its stockholders. On May 26, 2000 North Fork
finally disclosed that only 11% of Dime stock had been tendered. Since then,
North Fork has not informed us or you off the status of its hostile offer. North
Fork has not even mailed the final version of its tender offer materials.
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK OR BROKER, ONLY
THAT ORGANIZATION CAN VOTE YOUR SHARES. PLEASE DIRECT THE
PERSON RESPONSIBLE FOR YOUR ACCOUNT TO EXECUTE ON YOUR
BEHALF A WHITE PROXY CARD WITH A VOTE FOR PROPOSAL I.
PLEASE NOTE THAT INTERNET AND TELEPHONE VOTING ARE NOT
AVAILABLE.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY
ASSISTANCE, PLEASE CONTACT OUR PROXY
SOLICITOR:
Innisfree M&A Incorporated
Toll Free - 1-888-750-5834
501 Madison Avenue
20th Floor
New York, NY 10022