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
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for the use
of the Commission only
(as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12
DIME BANCORP, INC.
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(Name of Registrant As Specified In Its Charter)
NORTH FORK BANCORPORATION, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
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This announcement is neither an offer to purchase nor a solicitation of an
offer to sell any Shares. The Offer is made solely by the preliminary
prospectus dated March 14, 2000, as such preliminary prospectus may be
amended or supplemented, and the related Letter of Transmittal, and is
being made to all holders of Shares. The Offer is not being made to (nor
will tenders be accepted from or on behalf of) holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance thereof
would not be in compliance with the laws of such jurisdiction or any
administrative or judicial action pursuant thereto. In any jurisdiction
where securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf
of North Fork Bancorporation, Inc. by Salomon Smith Barney Inc. and Sandler
O'Neill & Partners, L.P. or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO EXCHANGE
EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
DIME BANCORP, INC.
FOR
0.9302 SHARES OF COMMON STOCK
OF
NORTH FORK BANCORPORATION, INC.
AND
$2.00 NET TO THE SELLER IN CASH
North Fork Bancorporation, Inc., a Delaware corporation ("North
Fork"), is offering to exchange each outstanding share of Common Stock, par
value $0.01 per share (the "Shares"), of Dime Bancorp, Inc., a Delaware
corporation ("Dime"), for 0.9302 shares of Common Stock, par value $0.01
per share ("North Fork Common Stock"), of North Fork and $2.00 net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the preliminary prospectus dated March 14, 2000 (as
such preliminary prospectus may be amended or supplemented, the
"Prospectus") and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, APRIL 14, 2000, UNLESS THE OFFER IS EXTENDED.
The purpose of the Offer is to enable North Fork to acquire control
of, and ultimately the entire common equity interest in, Dime. North Fork
intends, promptly after consummation of the Offer, to seek to have Dime
consummate a merger with North Fork or a wholly owned subsidiary of North
Fork (the "Merger") in which each outstanding Share (except for treasury
shares of Dime and shares beneficially owned by North Fork for its own
account) would be converted into the same number of North Fork shares and
the same amount of cash per Share as is paid in the Offer, subject to
appraisal rights available under Delaware law.
The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the expiration of the Offer
that number of Shares which, together with the Shares beneficially owned by
North Fork for its own account, constitutes at least a majority of the
Shares outstanding on a fully diluted basis, (2) the stockholders of Dime
not having approved and adopted the Agreement and Plan of Merger, dated as
of September 15, 1999 as amended and restated on December 27, 1999 (the
"Hudson United Merger Agreement"), between Dime and Hudson United Bancorp,
a New Jersey corporation ("Hudson United") in satisfaction of Section 251
of the Delaware General Corporation Law ("DGCL"), (3) North Fork being
satisfied, in its reasonable judgment, that the Hudson United Merger
Agreement has been validly terminated, and Dime having entered into a
definitive merger agreement with North Fork to provide for the acquisition
of Dime pursuant to the Offer and the Merger, (4) approval of the issuance
of shares of North Fork Common Stock pursuant to the Offer and the Merger
by the requisite vote of holders of North Fork Common Stock under
applicable New York Stock Exchange rules, (5) North Fork being satisfied,
in its reasonable judgment, that the Dime Stockholder Protection Rights
Agreement is inapplicable to the Offer and the Merger, (6) North Fork being
satisfied, in its reasonable judgment, that the provisions of Section 203
of the DGCL are inapplicable to the Offer and the Merger, (7) all
regulatory approvals required to consummate the Offer having been obtained
and remaining in full force and effect without the imposition of any
condition or restriction that would be materially adverse to North Fork and
Dime on a combined basis, and all statutory waiting periods in respect
thereof having expired, (8) North Fork being satisfied, in its reasonable
judgment, that the Stock Option Agreement, dated as of September 16, 1999,
between Hudson United and Dime has been validly terminated and that the
option issued by Dime to Hudson United thereunder has been surrendered to
Dime for an amount not to exceed $50 million in cash, and (9) the other
conditions to the Offer, as set forth in the Prospectus, having been
satisfied or waived, as specified therein.
North Fork expressly reserves the right, in its sole discretion, at
any time and from time to time, to extend the period of time during which
the Offer is open and thereby delay acceptance for exchange of, and the
exchange of, any Shares, by giving notice of such extension to First
Chicago Trust Company of New York (the "Exchange Agent"). North Fork
currently intends to extend the Offer until all conditions to the Offer
have been satisfied or waived. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer,
subject to the right of a tendering stockholder to withdraw such
stockholder's Shares. Subject to the applicable regulations of the
Securities and Exchange Commission, North Fork also expressly reserves the
right, in its sole discretion, at any time or from time to time, (i) to
delay acceptance for exchange of, or, regardless of whether such Shares
were theretofore accepted for exchange, exchange any Shares pursuant to the
Offer, (ii) to terminate the Offer and not accept for exchange or exchange
any Shares not theretofore accepted for exchange upon the failure of any
condition of the Offer referred to in the Prospectus under "The Offer--
Conditions of Our Offer" to be satisfied, and (iii) to waive any condition
(other than the regulatory approvals condition, the North Fork stockholder
approval condition and the conditions relating to the absence of an
injunction and the effectiveness of the registration statement relating to
the Prospectus) or otherwise amend the Offer in any respect, in each case,
by giving notice of such delay, termination, waiver or amendment to the
Exchange Agent and, other than in the case of any such waiver, by making a
public announcement thereof. Any such extension, delay, termination or
amendment will be followed as promptly as practicable by a public
announcement thereof, and such announcement in the case of an extension
will be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled date on which the Offer was to
expire.
For purposes of the Offer, North Fork will be deemed to have accepted
for exchange, and thereby exchanged, Shares properly tendered to North Fork
and not withdrawn if, as and when North Fork gives notice to the Exchange
Agent of North Fork's acceptance for exchange of such Shares pursuant to
the Offer. The Exchange Agent will deliver North Fork Common Stock and cash
in exchange for Shares pursuant to the Offer and cash instead of fractional
shares of North Fork Common Stock as soon as practicable after receipt of
such notice. The Exchange Agent will act as agent for tendering
stockholders for the purpose of receiving North Fork Common Stock and cash
from North Fork and transmitting such North Fork Common Stock and cash to
validly tendering stockholders. In all cases, the exchange of Shares
accepted for exchange pursuant to the Offer will be made only after timely
receipt by the Exchange Agent of (i) certificates for such Shares
("Certificates") or a confirmation of a book-entry transfer of such Shares
into the Exchange Agent's account at The Depository Trust Company ("DTC"),
(ii) a Letter of Transmittal (or facsimile thereof), properly completed and
duly executed, with any required signature guarantees, or, in the case of a
book-entry transfer, an agent's message (as defined in the Prospectus), and
(iii) any other documents required by the Letter of Transmittal. Under no
circumstances will interest be paid on the cash to be paid by North Fork
for such Shares, regardless of any extension of the Offer or any delay in
making such payment.
If any tendered Shares are not accepted for exchange or exchanged
pursuant to the Offer for any reason, or if Certificates are submitted
representing more Shares than are tendered, Certificates representing
unexchanged or untendered Shares will be returned to the tendering
stockholder (or, in the case of Shares tendered by book-entry transfer into
the Exchange Agent's account at DTC pursuant to the procedures set forth in
of the Prospectus under "The Offer--Procedure for Tendering," such Shares
will be credited to an account maintained within DTC), as soon as
practicable following the expiration or termination of the Offer.
Except as otherwise provided below, tenders of Shares made pursuant to
the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to 12:00 Midnight, New York City time, on
Friday, April 14, 2000 and, unless theretofore accepted for exchange
pursuant to the Offer, may also be withdrawn at any time after May 16,
2000, or such later time as may apply if the Offer is extended. For a
withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Exchange
Agent at one of its addresses set forth on the back cover of the Prospectus
and must specify the name of the person having tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of the Shares to be withdrawn, if different from the name
of the person who tendered the Shares. The signature(s) on the notice of
withdrawal must be guaranteed by a financial institution (including most
banks, savings and loan associations and brokerage houses) that is a
participant in the Securities Transfer Agents Medallion Program (an
"Eligible Institution") unless such Shares have been tendered for the
account of any Eligible Institution. If Shares have been tendered pursuant
to the procedures for book-entry transfer set forth in the Prospectus under
"The Offer--Procedure for Tendering," any notice of withdrawal must specify
the name and number of the account at DTC to be credited with the withdrawn
Shares and otherwise comply with DTC's procedures. Withdrawals of tenders
of Shares may not be rescinded, and any Shares properly withdrawn will
thereafter be deemed not validly tendered for purposes of the Offer.
However, withdrawn Shares may be retendered by again following one of the
procedures described in the Prospectus under "The Offer--Procedure for
Tendering" at any time prior to the expiration date of the Offer. All
questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by North Fork, in its sole
discretion, which determination will be final and binding. Neither North
Fork, the Exchange Agent, the Information Agent, the Co-Dealer Managers nor
any other person will be under any duty to give notification of any defects
or irregularities in any notice of withdrawal or will incur any liability
for failure to give any such notification.
North Fork may, although it does not currently intend to, elect to
provide a subsequent offering period of three to 20 business days after the
acceptance of Shares in the Offer if the requirements under Rule 14d-11 of
the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act") have been met. Holders of Shares will
not have the right to withdraw Shares tendered in the subsequent offering
period, if any.
The information required to be disclosed by Rule 14d-6(e)(1)(vii)
under the Exchange Act is contained in the Prospectus and is incorporated
herein by reference.
Requests have been made to Dime pursuant to Rule 14d-5 under the
Exchange Act for use of Dime's stockholder list and security position
listings for purposes of disseminating the Offer to holders of Shares, and
Dime has elected to deliver our materials related to the Offer.
Accordingly, Dime will mail the Prospectus, the related Letter of
Transmittal and other relevant materials to record holders of Shares and
will furnish the Prospectus, the related Letter of Transmittal and other
relevant materials to brokers, dealers, commercial banks, trust companies
and similar persons whose names, or the names of whose nominees, appear on
the stockholder list, or who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
THE PROSPECTUS AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the
Information Agent or to the Co-Dealer Managers at their respective
addresses and telephone numbers set forth below. Copies of the Prospectus,
Letter of Transmittal and other exchange offer materials may be obtained at
North Fork's expense from the Information Agent at the telephone numbers
and address listed below, or from brokers, dealers, commercial banks and
trust companies. North Fork will not pay any fees or commissions to any
broker or dealer or other person (other than the Information Agent and the
Co-Dealer Managers) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
CALL TOLL-FREE: 1-800-755-7250
Banks and Brokers call collect: 1-212-269-5550
The Co-Dealer Managers for the Offer are:
SALOMON SMITH BARNEY SANDLER O'NEILL &
388 Greenwich Street PARTNERS, L.P.
New York, New York 10013 Two World Trade Center
Call Toll-Free (877) 416-3946 New York, New York 10048
(212) 466-7700
March 16, 2000
Investors and security holders are advised to read North Fork's proxy
statement with respect to North Fork's solicitation of proxies against the
proposed Dime/Hudson United merger, and North Fork's registration statement
with respect to its exchange offer for Dime common stock, each as filed
with the Securities and Exchange Commission, because each of these
documents contains important information. Investors and security holders
may obtain a free copy of the proxy statement, the exchange offer
registration statement and other documents filed by North Fork with the SEC
at the SEC's Internet web site at www.sec.gov. The proxy statement, the
exchange offer registration statement and such other documents may also be
obtained free of charge by overnight mail or direct electronic transmission
by calling D.F. King & Co., Inc. toll-free at 1-800-755-7250.
North Fork, its directors and executive officers and certain other persons
may be deemed to be "participants" in North Fork's solicitation of proxies
from Dime stockholders. A detailed list of the names, affiliations and
interests of the participants in the solicitation is contained in a
statement on Schedule 14A filed March 7, 2000 by North Fork with the
Securities and Exchange Commission.
FOR IMMEDIATE RELEASE INVESTOR: DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
516-844-1258
PRESS: KEKST AND COMPANY
ROBERT D. SIEGFRIED
212-521-4832
NORTH FORK DISPUTES DIME ASSERTIONS
MELVILLE, N.Y. - MARCH 16, 2000 - NORTH FORK BANCORPORATION, INC.
(NYSE:NFB) Chairman, President and Chief Executive Officer John Adam Kanas,
commented that "We, along with all Dime shareholders, anxiously await the vote
scheduled for next Friday. We are hopeful that the Dime-Hudson United merger
will be defeated at that time."
Kanas went on to say that "Should the Dime-Hudson merger be turned
down, the major condition of North Fork's offer will have been removed. Then the
shareholders will have sent an unequivocal message to Dime executives and their
board that our proposal is not at all hostile to Dime shareholder interests."
He also said that "Dime's comment yesterday that in 1998 North Fork and
Dime had 'mutually decided that a combination did not make sense,' is patently
untrue."
In addition, in response to recent media inquiries, North Fork
reiterated its determination to acquire Dime and said that while it intends to
remain flexible with respect to that effort, North Fork is not considering
raising its bid at this time or bidding for the combined Dime-Hudson United.
Yesterday, North Fork filed its application with the Federal Reserve
seeking approval to acquire control of Dime.
Investors and security holders are advised to read North Fork's proxy statement
with respect to North Fork's solicitation of proxies against the proposed
Dime/Hudson merger and North Fork's registration statement with respect to its
exchange offer for Dime common stock, each as filed with the Securities and
Exchange Commission, because each of these documents contains important
information. Investors and security holders may obtain a free copy of the proxy
statement, the exchange offer registration statement and other documents filed
by North Fork with the SEC at the SEC's Internet web site at www.sec.gov. The
proxy statement, the exchange offer registration statement and such other
documents may also be obtained free of charge by overnight mail or direct
electronic transmission by calling D.F. King & Co., Inc. toll-free at
1-800-755-7250.
North Fork, its directors and executive officers and certain other persons may
be deemed to be "participants" in North Fork's solicitation of proxies from Dime
stockholders. A detailed list of the names, affiliations and interests of the
participants in the solicitation is contained in a statement on Schedule 14A
filed by North Fork with the Securities and Exchange Commission on March 7,
2000.