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. 26)
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. 26 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, August 1, 2000 and August 4, 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 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is hereby supplemented and amended by adding the following:
On August 10, 2000, Dime issued the press release which is included herewith as Exhibit (a)(52) and is incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit Number Description ------ ----------- (a)(52) Press Release dated August 10, 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 10, 2000
|
EXHIBIT INDEX
Exhibit Number Description ------ ----------- (a)(52) Press Release dated August 10, 2000. |
Exhibit (a)(52)
FOR IMMEDIATE RELEASE
NEW YORK, August 10, 2000 - In response to inquiries regarding North Fork Bancorporation's request for a special stockholders' meeting, Dime Bancorp, Inc. (NYSE: DME) today issued the following statement:
"Consistent with its prior actions, North Fork's request is mere grandstanding and, we believe, part of a continuing attempt to distract us from serving our customers and delivering value to our stockholders. North Fork is not entitled to call a special meeting of our stockholders. Our charter and bylaws, like North Fork's, provide a clear mechanism for allowing stockholders to elect directors in an informed and considered manner. We will not let North Fork subvert them. We believe that this latest ploy by North Fork is yet another attempt to mask the inadequacy of their offer."
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,
(2) Dime's tender offer statement on Schedule TO and (3) any proxy statement
related to any future meeting where directors of Dime may be elected when filed
with the Securities and Exchange Commission, 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, New York, 10017, telephone
212-326-6170, or to Innisfree M&A Incorporated at 1-888-750-5834. Dime, its
directors and executive officers and certain other persons may be deemed to be
"participants" in any solicitation of proxies from Dime stockholders.
Information regarding the participants in any such solicitation is contained in
Annex A to Dime's annual meeting proxy statement filed with the SEC and
distributed to stockholders on June 12, 2000.
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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 |