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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2000
Dime Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-13094 11-3197414
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(State or Other Jurisdiction) (Commission (IRS Employer
File Number) Identification No.)
589 Fifth Avenue
New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 326-6170
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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As previously announced, on March 5, 2000, North Fork Bancorporation
("North Fork") announced its intention to commence an offer to exchange each
outstanding share of common stock of Dime Bancorp. Inc. ("Dime") for 0.9302 of a
share of North Fork common stock and $2.00 in cash.
On March 6, 2000, North Fork filed a lawsuit in the Delaware Court of
Chancery against Dime, members of Dime's board of directors and Hudson United
Bancorp ("Hudson"), challenging a number of the provisions in the Dime-Hudson
merger agreement and alleging breaches of fiduciary duties by Dime's board of
directors. The complaint seeks, among other things, an order invalidating
certain provisions of the Dime-Hudson merger agreement.
Several class action lawsuits were also filed by stockholders of Dime
in the same court.
Dime intends to defend these actions vigorously and believes that they
are without merit.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a)-(b) Not applicable.
(c) Exhibits Required by Item 601 of Regulation S-K
Exhibit Number Description
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99.1 Complaint, Brecher v. Toal, et.
al., Civil Action No. 17853NC
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.2 Complaint, Miller v. Toal, et.
al., Civil Action No. 17856
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.3 Complaint, Weiss v. Toal, et.
al., Civil Action No. 17857
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.4 Complaint, Susser v. Toal, et.
al., Civil Action No. 17858
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.5 Complaint, Lifshitz v. Toal, et.
al., Civil Action No. 17859
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.6 Complaint, Pill v. Toal, et.
al., Civil Action No. 17860
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.7 Complaint, Milite v. Toal, et.
al., Civil Action No. 17861
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.8 Complaint, Steiner v. Toal, et.
al., Civil Action No. 17862
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.9 Complaint, Shiry v. Toal, et.
al., Civil Action No. 17863
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.10 Complaint, Lewis v. Toal, et.
al., Civil Action No. 17864
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.11 Complaint, Coleman v. Toal, et.
al., Civil Action No. 17852NC
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.12 Complaint, North Fork
Bancorporation, Inc. v. Dime
Bancorp, Inc., et. al., Civil
Action No. 17850NC filed in the
Court of Chancery of the State
of Delaware in and for New
Castle County
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
DIME BANCORP, INC.
By: /s/ Anthony Burriesci
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Name: Anthony Burriesci
Title: Chief Financial Officer
Date: March 13, 2000
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Complaint, Brecher v. Toal, et.
al., Civil Action No. 17853NC
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.2 Complaint, Miller v. Toal, et.
al., Civil Action No. 17856
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.3 Complaint, Weiss v. Toal, et.
al., Civil Action No. 17857
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.4 Complaint, Susser v. Toal, et.
al., Civil Action No. 17858
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.5 Complaint, Lifshitz v. Toal, et.
al., Civil Action No. 17859
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.6 Complaint, Pill v. Toal, et.
al., Civil Action No. 17860
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.7 Complaint, Milite v. Toal, et.
al., Civil Action No. 17861
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.8 Complaint, Steiner v. Toal, et.
al., Civil Action No. 17862
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.9 Complaint, Shiry v. Toal, et.
al., Civil Action No. 17863
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.10 Complaint, Lewis v. Toal, et.
al., Civil Action No. 17864
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.11 Complaint, Coleman v. Toal, et.
al., Civil Action No. 17852NC
filed in the Court of Chancery
of the State of Delaware in and
for New Castle County
99.12 Complaint, North Fork
Bancorporation, Inc. v. Dime
Bancorp, Inc., et. al., Civil
Action No. 17850NC filed in the
Court of Chancery of the State
of Delaware in and for New
Castle County
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