SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 23)
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. 23 amends and supplements the solicitation/ recommendation statement on Schedule 14D-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) and July 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, the "Schedule TO"), 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 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 8. ADDITIONAL INFORMATION
Item 8 is hereby supplemented and amended by adding the following:
On July 28, 2000, Dime issued the press release that is included herewith as exhibit (a)(37) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit Number Description ------- ------------ (a)(37) Press Release, dated July 28, 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: July 28, 2000
|
EXHIBIT INDEX
Exhibit Number Description ------- ----------- (a)(37) Press Release, dated July 28, 2000 |
FOR IMMEDIATE RELEASE
DIME ANNOUNCES ANNUAL MEETING VOTE COUNT
NEW YORK, July 28, 2000 - Dime Bancorp, Inc. (NYSE: DME) announced today the vote count from its annual stockholder meeting held July 14, 2000. The holders of 79.1 million, or 71%, of the shares of common stock outstanding were represented in person or by proxy at the meeting and a quorum was present. On the proposal to reelect the five directors nominated, the holders of 30% of the shares represented at the meeting voted for their election. Holders of 70% of the shares represented at the meeting withheld authority from the named proxies to cast votes for the reelection. The results were preliminarily certified today by CT Corporation System, the Independent Inspector of Election. The five directors, each of whom received not less than 23.7 million votes, are: J. Barclay Collins II, James F. Fulton, Virginia M. Kopp, Sally Hernandez-Pinero, and Lawrence J. Toal. Dime believes that under its charter and by-laws these directors will not need to be proposed again for reelection until its 2003 annual meeting. That position, however, is the subject of litigation in Delaware Chancery Court.
Commenting on the vote, Lawrence J. Toal, Chief Executive Officer of Dime said, "We understand our stockholders' desire for increased stockholder value and we are confident that the steps we put in place at the conclusion of an exhaustive review of strategic options have set in motion a process to accelerate our strategy for enhancing that value. The investment by Warburg Pincus and the election of Tony Terracciano, a well-respected banking veteran, as chairman of Dime, are key steps that will, we believe, lead to increased stockholder value."
Dime Bancorp is the parent company of The Dime Savings Bank of New York, FSB (www.dime.com), a regional bank 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 are urged to read (1) Dime's solicitation/recommendation
statement filed with the Securities and Exchange Commission on Schedule 14D-9 on
March 21, 2000 with respect to North Fork Bancorporation Inc.'s hostile exchange
offer, (2) Dime's tender offer statement on Schedule TO when filed with the SEC
in connection with Dime's proposed Dutch Auction tender offer, as well as any
amendments or supplements to these statements when they become available,
because they contain important information. Each of these documents has been or
will be filed with the SEC and investors may obtain them for free from the SEC
at the SEC's website (www.sec.gov) or from Dime by directing such request to:
Dime Bancorp, Inc., Investor Relations Dept., 589 Fifth Avenue, New York, NY
10017, telephone 1-212-326-6170, or to Innisfree M&A Incorporated at
1-888-750-5834.
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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 |