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. 31)

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. 31 amends and supplements the solicitation/recommendation statement on Schedule 14D-9 filed with the Securities and Exchange Commission on March 21, 2000, (as amended from time to time, 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 (“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 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 September 19, 2000, Dime issued the press release which is included herewith as Exhibit (a)(57) and is incorporated herein by reference.

Item 9.  Exhibits.

Item 9 is hereby supplemented and amended by adding the following:

Exhibit
Number 		  Description
     
(a)(57)   Press Release, dated September 19, 2000.

 

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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: September 20, 2000

 

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EXHIBIT INDEX

Exhibit
Number 		  Description
     
(a)(57)   Press Release, dated September 19, 2000.

 

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Exhibit (a)(57)

 

September 19, 2000 00/30

FOR IMMEDIATE RELEASE

DIME EXTENDS “DUTCH AUCTION” TENDER OFFER TO OCTOBER 20TH

        New York—September 19, 2000—Dime Bancorp, Inc. (NYSE:DME) announced today that it has extended the “Dutch Auction” tender offer it commenced on August 1, 2000 to purchase for cash up to 13,607,644 shares of its common stock (including the associated preferred stock purchase rights) until 12:00 midnight, New York City time, on Friday, October 20, 2000. Dime said that regulatory approvals from the Office of Thrift Supervision necessary to complete the offer had not yet been received.

        The depositary for Dime’s tender offer reported that, as of Monday, September 18, 2000, approximately 1.6 million shares of Dime common stock had been tendered.

         At June 30, 2000, Dime had assets of $25.3 billion, deposits of $14.3 billion, and stockholders’ equity of $1.6 billion. 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 North American Mortgage Company (www.namc.com), Dime also provides consumer loans, insurance products and mortgage banking services throughout the United States.

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CONTACT:

 
Abernathy MacGregor Group, New York
Mike Pascale/Rhonda Barnat
(212) 371-5999 		Dime
Franklin L. Wright
(212) 326-6170