SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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 Class 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. 1 amends and supplements the solicitation/ recommendation statement on Schedule 14D-9 filed with the Securities and Exchange Commission on March 21, 2000 (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, of North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"), and Fleet Boston Corporation, a Rhode Island corporation ("FleetBoston"), 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 the 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 is an Exhibit and incorporated by reference into North Fork's Schedule TO).
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby supplemented and amended by adding the following:
On March 21, 2000, Dime issued the press release that is included herewith as Exhibit (a)(17) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit Number Description ------ ----------- (a)(17) Press Release, dated March 21, 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: March 21, 2000
|
EXHIBIT INDEX
Exhibit Number Description ------ ----------- (a)(17) Press Release, dated March 21, 2000 |
Exhibit (a)(17)
DIME REJECTS NORTH FORK'S HOSTILE EXHANGE OFFER
SAYS OFFER IS INADEQUATE, UNACHIEVABLE AND
NOT IN STOCKHOLDERS' BEST INTERESTS
BOARD UNANIMOUSLY URGES DIME STOCKHOLDERS NOT TO TENDER SHARES TO NORTH FORK
POSTPONES MARCH 24TH SPECIAL STOCKHOLDERS MEETING
NEW YORK - March 21, 2000 - Dime Bancorp, Inc. (NYSE: DME) announced today that its board of directors unanimously rejected the exchange offer recently filed by North Fork Bancorporation, Inc. (NYSE: NFB). In a filing today with the Securities and Exchange Commission, Dime describes North Fork's hostile offer as inadequate, unachievable and not in the best interests of Dime stockholders. Dime's board urges stockholders to reject North Fork's offer by not tendering their shares.
"North Fork's most recent hostile actions, which include multiple lawsuits and distorted disclosure, have not changed, but rather reinforced, our belief that the offer is being made for the wrong price, by the wrong company, at the wrong time and is unlikely to succeed," said Lawrence J. Toal, Chairman and Chief Executive Officer of Dime.
"The Dime board's conclusion that combining with North Fork makes no strategic or financial sense is the same conclusion we reached a year and a half ago when our two companies discussed a potential merger and mutually agreed not to proceed," Mr. Toal added. "Consistent with its fiduciary duties, Dime's board of directors believes that it cannot approve North Fork's offer, whether or not the proposed merger of equals with Hudson United is completed.
"We remain committed to the proposed merger with Hudson United. However, if the merger agreement with Hudson United is terminated for any reason, it would be the board's intention to explore all strategic options available to it at that time in order to enhance stockholder value.
"Furthermore, North Fork's reputation as a 'slash and burn' acquiror raises the specter of wholesale branch closings on both sides, massive layoffs of Dime and North Fork employees, and severe disruption to the customers and communities served by both institutions," Mr. Toal concluded.
- more -
In material being mailed to stockholders today, Dime's board noted that North Fork's offer is:
o Inadequate, from a financial point of view, in the opinions of Credit Suisse First Boston and Merrill Lynch & Co., Dime's financial advisors.
o Highly dilutive to Dime's stockholders, resulting in 14% dilution to estimates of Dime's earnings per share in 2001.
o Priced far below comparable acquisitions, representing only 7.5 times Dime's estimated earnings for 2000. North Fork's last two acquisitions averaged 17.8 times earnings.
o Based on unachievable cost savings. North Fork's offer assumes expense reductions equal to about 50% of Dime's 2001 banking operations expense base and 86% of North Fork's annualized 1999 fourth-quarter banking operations expenses. This level of expense reduction far exceeds the level assumed in any recently announced comparable in-market bank or thrift combination.
o Unlikely to succeed, because of significant conditions North Fork has imposed, several of which require the approval of Dime's board of directors. The board believes that, consistent with its fiduciary duties, it cannot approve North Fork's offer - whether or not the Dime/Hudson United merger is completed. North Fork's offer could also be impeded by antitrust scrutiny and by regulatory issues surrounding North Fork's "unique relationship" with Fleet Boston Corporation.
o Subject to high integration risk, because the acquisition of Dime would be seven times larger than North Fork's next largest transaction, is being done on a hostile basis, requires an extraordinarily high level of cost savings, and follows on the virtual heels of two other significant acquisitions by North Fork; and
o Eliminates FleetBoston as a potential higher bidder for Dime. FleetBoston has agreed not to bid for Dime and in return, North Fork has agreed to divert substantial value from Dime, and North Fork's own stockholders, by selling 17 branches and accepting a stock investment from FleetBoston on "sweetheart" terms.
Dime's board also noted that North Fork's offer destroys value by diverting significant funds to parties other than Dime's stockholders. North Fork's deal to issue warrants and to sell Dime branches to FleetBoston at less than market price, North Fork's proposed $50 million break-up fee to Hudson United, and an extra after-tax restructuring charge would squander as much as an estimated $270 million in value lost to Dime's stockholders, or approximately 14% of the estimated value of North Fork's offer.
- more -
Dime also announced that the March 24th special meeting of stockholders to vote on the proposed merger with Hudson United has been postponed. Dime intends to send stockholders materials announcing the new meeting date in the near future.
Mr. Toal said, "Our stockholders need time to consider all the information being disseminated into the market by North Fork together with our responses to that information. We believe the materials recently published by North Fork contain numerous erroneous and misleading statements that North Fork will choose, or be required to, correct."
The Dime Savings Bank of New York, FSB (www.dime.com) is a regional bank currently serving consumers and businesses through 127 branches located throughout the greater New York City metropolitan area. Directly and through its mortgage-banking subsidiary, North American Mortgage Company (www.namc.com), Dime also provides consumer loans, insurance products and mortgage banking services throughout the United States.
Investors and security holders are advised to read Dime's proxy statement with
respect to the proposed Dime and Hudson merger, and any amendments or
supplements thereto when they become available, and any solicitation
recommendation statement regarding North Fork's proposal when it becomes
available, because each of these documents, filed with the Securities and
Exchange Commission, contains, or will contain, important information. Investors
and security holders may obtain a free copy of these documents currently
available and such others when available and other documents filed by Dime with
the SEC at the SEC's Internet web site at www.sec.gov. These documents may also
be obtained for free from Dime by directing such requests to: Dime Bancorp,
Inc., Investor Relations Dept., 589 Fifth Avenue, New York, New York, telephone:
(212) 326-6170.
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CONTACT:
Dime Bancorp, Inc., New York Abernathy MacGregor Group, New York Franklin Wright Mike Pascale/Rhonda Barnat 212/326-6170 212/371-5999 |