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. 25)
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. 25 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), July 11, 2000 July 28, 2000 and August 1, 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 ("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 8. ADDITIONAL INFORMATION.
Item 8 is hereby supplemented and amended by adding the following:
On August 4, 2000, Dime began sending to its employees the letter of
Franklin L. Wright, dated August 2, 2000, which is included herewith as Exhibit
(a)(51) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit
Number Description
------ -----------
(a)(51) Letter to Dime and North American Mortgage Company
Associates dated August 2, 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: August 4, 2000
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
(a)(51) Letter to Dime and North American Mortgage Company
Associates dated August 2, 2000.
|
Exhibit (a)(51)
[memo]
MANAGEMENT MEMO
To: Dime and NAMC Associates
From: Franklin L. Wright
External Affairs/Investor Relations
Subject: Dutch Auction Tender Offer
Date: August 2, 2000
--------------------------------------------------------------------------------
As you may know, on Tuesday, August 1st, Dime launched a "Dutch
|
Auction" tender offer to purchase about 13.6 million shares of our outstanding common stock. This was one of the initiatives that we announced on July 6th as part of the program to strengthen our franchise and enhance stockholder value. A copy of the press release announcing our tender offer is available through Dime's web site (www.dime.com).
If you are a Dime stockholder, you will shortly be receiving a packet of information regarding our tender offer. If you own Dime stock through participation in the Dime Retirement 401(k) Investment Plan or the North American Mortgage Company Retirement and 401(k) Savings Plan, you will receive a letter specifically addressed to participants in those plans as well as the information packet.
Although discussed in those letters, we specifically wanted to call
your attention to a recent change in the procedures used in administering the
401(k) Plans. Under the old procedure, participants in the 401(k) plans were
asked to send back instruction forms even if they did not want to participate in
a tender offer. If you did not send back an instruction form, the old procedures
required that shares held in these "no-response" accounts be tendered in the
same proportion as all who did respond. Therefore, it was critical for you to
respond to make sure that your instructions were followed.
We modified this procedure because of the confusion that would result with two offers outstanding. Under the new procedures, a failure to respond to our tender offer or any other tender offer, including North Fork's hostile exchange offer, will now be considered an instruction not to tender shares held in your 401(k) account. Accordingly, if you do NOT wish to tender Dime shares held in your 401(k) account, no response is necessary.
Similarly, if you do NOT wish to tender other Dime shares you may own outside of the 401(k) plan, no response is necessary.
Please note that your decisions with respect to Dime shares held in your 401(k) account are confidential. Finally, please note that our tender offer does not affect other stock-based compensation programs such as the Employee Stock Purchase Program or our stock option plans.
If you have questions regarding our tender offer, please contact either the Investor Relations Department (212-326-6170), HRD Benefits (800-DIMEHRD or 800-346-3473), or Innisfree M&A, the Information Agent for our tender offer (888-750-5835).