SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
SCHEDULE 14D-9
(RULE 14d-1O1)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 27)
DIME BANCORP, INC.
(Name of Subject Company)
DIME BANCORP, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
25429Q
(CUSIP Number of C1ass of Securities)
JAMES E. KELLY, ESQ.
GENERAL COUNSEL
DIME BANCORP, INC.
589 FIFTH AVENUE
3RD FLOOR
NEW YORK, NEW YORK 10017
(212) 326-6170
(Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement)
Copy to:
MITCHELL S. EITEL, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 27 amends and supplements the solicitation/recommendation statement on Schedule l4D-9 filed with the Securities and Exchange Commission on March 21, 2000, as subsequently amended on March 21, 2000, March 22, 2000, March 24, 2000, March 30, 2000, April 6, 2000, April 7, 2000, April 12, 2000, April 14, 2000, May 1, 2000, May 2, 2000, May 19, 2000, May 24, 2000, May 31, 2000, June 2, 2000, June 16, 2000, June 20, 2000, June 21, 2000, June 27, 2000, July 7, 2000, July 10, 2000 (2 Schedules), July 11, 2000, July 28, 2000, August 1, 2000, August 4, 2000 and August 11, 2000 (as so amended, the "Schedule 14D-9,") by Dime Bancorp, Inc., a Delaware corporation ("Dime"), in relation to the exchange offer disclosed in the Schedule TO, dated March 15, 2000 (as amended from time to time, "North Fork's Schedule TO") of North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"), and Fleet Boston Corporation, a Rhode Island corporation ("Fleet Boston"), to exchange each issued and outstanding share of Dime common stock, par value $0.01 per share, for 0.9302 of a share of North Fork common stock, par value $0.01 per share, and $2.00 in cash, upon the terms and subject to the conditions described in North Fork's Schedule TO, the Registration Statement filed on Form S-4 by North Fork on March 15, 2000 and the Prospectus relating to North Fork's common stock dated March 14, 2000 and contained therein (each of which may be amended from time to time and each of which is an Exhibit and incorporated by reference into North Fork's Schedule TO).
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Items 4 and 7 are hereby supplemented and amended by adding the following:
On July 14, 2000, Dime presented the Slide Presentation at its Annual Meeting of Stockholders which is included herewith as Exhibit (a)(53) and is incorporated herein by reference.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Item 5 is hereby supplemented and amended by adding the following:
On August 17, 2000, Dime filed a Schedule 14A that included information about fees to be paid to Credit Suisse First Boston and Merrill Lynch & Co. for their service to Dime as financial advisors in connection with North Fork's hostile offer, Warburg, Pincus Equity Partners, L.P.'s investment and related transactions. The Schedule 14A is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following.
Exhibit
Number Description
------ -----------
(a)(53) Slide Presentation, dated July 14, 2000 (presented at Dime's
Annual Meeting of Stockholders on July 14, 2000).
|
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DIME BANCORP, INC.
By: /s/ JAMES E. KELLY
---------------------
Name: James E. Kelly
Title: General Counsel
Dated: August 18, 2000
|
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
(a)(53) Slide Presentation, dated July 14, 2000 (presented at Dime's
Annual Meeting of Stockholders on July 14, 2000).
|
[DIME LOGO]
FIVE YEAR TREND
================================================================================================================================
($ in Millions, Except Per Share Data)
At or For the Year Ended December 31,
------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
Net Operating Earnings $244 $217 $157 $121 $79
Operating EPS 2.17 1.89 1.45 1.11 0.72
Return on Assets 1.11% 1.02% 0.78% 0.61% 0.38%
Return on Equity 16.74 16.34 14.25 12.00 8.29
Net Interest Margin 2.91 2.68 2.51 2.40 2.07
Efficiency Ratio 51.40 53.91 51.17 52.55 59.83
NPAs/Assets 0.36 0.37 0.67 1.30 1.55
Reported results adjusted for special or unusual items.
-------------------------------------------------------------------------------------------------------------------- [DIME LOGO]
|
SECOND QUARTER HIGHLIGHTS
==================================================================================================================
($ in Millions, Except Per Share Data)
2Q 00 2Q 99 Change
----------------- ----------------- ---------------
Net Earnings $66.6 $60.8 +10%
Earnings per Share $0.60 $0.54 +11%
Return on Equity 17.14% 16.73% +41 b.p.
Net Interest Income $156 $140 +12%
Fee Income $99 $92 +7%
Non-Performing Assets $84 $89 (5%)
Reported earnings adjusted for special or unusual items.
------------------------------------------------------------------------------------------------------ [DIME LOGO]
|
- Detailed review of Dime's business plan
- Discussions with potential merger partners
} Confidentiality Agreements signed and information exchanged
- Reviewed options with financial partners
- Considered NFB proposal
-------------------------------------------------------------------- [DIME LOGO]
- Double digit dilution to Dime stockholders
- Does not provide Dime stockholders with a control premium
- Based on unachievable and unrealistic assumptions
- NFB's offer of 7.3x 2000E EPS is far below comparable transactions
- CSFB and Merrill Lynch rendered inadequacy opinions
-------------------------------------------------------------------- [DIME LOGO]
- NFB's offer represents no control premium and was deemed inadequate
- Sufficient material is available through NFB's extensive regulatory filings to understand their offer and its assumptions
- Events reinforced original concerns about North Fork's proposal
} NFB missed 2 consecutive quarterly earnings estimates
} NFB's stock has underperformed the S&P Regional Bank Index by 20% since announcing the offer
- NFB indicated on a June 27th conference call that it would not raise its bid meaningfully
-------------------------------------------------------------------- [DIME LOGO]
- Discussions with Potential Merger Partners Yielded No Proposals for Dime
- $238 Million Investment by Warburg Pincus
- Tony Terracciano Named Chairman
- Dutch Auction Tender Offer for 12.5% of Dime's Shares
- Spin-Out of Litigation Tracking Warrants to Dime Shareholders
- Phase-out of Stockholder Rights Plan
-------------------------------------------------------------------- [DIME LOGO]
WHY WARBURG PINCUS?
==================================================================================================================================
Warburg-Pincus North Fork
-------------------------------------------------- ----------------------------------------
Advisors' Opinions Fair Inadequate
Non-dilutive until stock reaches $21.50; only 1% Permanent double-digit dilution
Dilution dilutive at $25.00
Control Premium Retained by DME stockholders Out of Dime stockholders' hands
Risks Extension of existing strategy Substantial integration risks
Benefit Dutch Auction tender at Transaction value uncertain
$16-$18 cash
Goodwill Lawsuit Distributed to Dime stockholders Shared with NFB stockholders
---------------------------------------------------------------------------------------------------------------------- [DIME LOGO]
|
- Affirms that franchise is currently undervalued
- Affirms franchise value potential
- Non-dilutive until stock rises to $21.50; more than 20% above the NFB offer
- Dutch Auction provides cash-out at values consistent with NFB without the integration risk
- Does not foreclose future sale of the Company
-------------------------------------------------------------------- [DIME LOGO]
[DIME LOGO]