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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FOR IMMEDIATE RELEASE
INVESTOR: DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
631-844-1258
PRESS: KEKST AND COMPANY
ROBERT D. SIEGFRIED /VICTORIA WELD/JEREMY FIELDING
212-521-4800
NORTH FORK REPORTS ON HUDSON UNITED LETTER
MELVILLE, N.Y. - APRIL 11, 2000 - North Fork Bancorporation, Inc.
(NYSE:NFB) said today that Hudson United Bancorp has advised North Fork
that Hudson United has "been unable to reach agreement with Dime on the
terms of the waiver." As previously reported, North Fork had requested
Hudson United's consent to permit North Fork to enter into discussions with
Dime Bancorp. North Fork had requested the consent in light of restrictions
in the Dime/Hudson United merger agreement which prohibit Dime from
engaging in discussions with North Fork concerning North Fork's pending
exchange offer.
John Adam Kanas, Chairman, President and Chief Executive Officer of North
Fork, commented that, "Hudson apparently concluded that it needed Dime's
approval to release them from this onerous provision in their contract. It
appears, from Mr. Nielsen's letter, that Dime is continuing to try to
shield itself from our offer, or any potential offer for that matter, by
refusing to grant the waiver. If this is true, then we are completely
bewildered by Dime's unconscionable behavior. Dime management continues to
squander shareholders' money defending a deal that is in no one's interest
but their own. It is shameful and self-serving for them to characterize
North Fork's offer, currently worth $18.74, as inadequate while they
continue to support their old merger plan that is worth only $11.64 if it
were closed today. I would hope that Dime's directors quickly come to the
conclusion that Dime's current strategy has been rejected by the market,
and that the tactics being urged upon the Dime board by Dime's lawyers and
investment bankers are enormously wasteful and totally at odds with the
wishes of Dime's shareholders."
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, and any amendments or supplements to
either of them, 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 North Fork's
proxy solicitor, D.F. King & Co., Inc., toll-free at 1-800-755-7250.
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