-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H6ja5r5UkZeMLINEWUk6Ht0VzIGuofKp/nMfetQcUd/V+g767cbnfqXem+xBekwL +qGBQZr6SH6G/U69yB4jwQ== /in/edgar/work/0000950172-00-500007/0000950172-00-500007.txt : 20000717 0000950172-00-500007.hdr.sgml : 20000717 ACCESSION NUMBER: 0000950172-00-500007 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000714 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIME BANCORP INC CENTRAL INDEX KEY: 0000919568 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 113197414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-13094 FILM NUMBER: 673026 BUSINESS ADDRESS: STREET 1: 589 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123266170 MAIL ADDRESS: STREET 1: 589 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 425 1 0001.txt Filed by North Fork Bancorporation, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Dime Bancorp, Inc. Commission File No. 001-13094 FOR IMMEDIATE RELEASE INVESTOR: DANIEL M. HEALY EXECUTIVE VICE PRESIDENT CHIEF FINANCIAL OFFICER 631-844-1258 PRESS: KEKST AND COMPANY ROBERT D. SIEGFRIED 212-521-4832 NORTH FORK SEES MAJOR VICTORY OVER DIME BANCORP AT DIME ANNUAL MEETING NEW YORK, N.Y. - JULY 14, 2000 - NORTH FORK BANCORPORATION, INC. (NYSE:NFB) said today that Dime Bancorp, Inc.'s shareholders have voted by a margin of greater than 2 to 1 to reject Dime's Board nominees at Dime's Annual Meeting held earlier today. North Fork said it delivered to the independent inspectors of election proxies voting to withhold authority for Dime's director nominees totaling approximately 54.6 million shares, or more than 70% of the shares represented at the meeting. "We are very gratified by the overwhelming show of support we have received from Dime's shareholders," said John A. Kanas, Chairman, President and Chief Executive Officer of North Fork. "This vote should send a strong and unambiguous message to Dime's Board of Directors that Dime's shareholders do not support Dime's status quo strategy and that Dime's shareholders want Dime to commence merger negotiations with North Fork immediately. Unfortunately, in light of the repeated unconscionable conduct on the part of Dime's board, as evidenced most recently by its outrageous, value destroying transaction with Warburg Pincus, we are unable to be optimistic that such negotiations will occur. "The good news is that because Dime's nominees have not been reelected, a majority of Dime's board will now be up for reelection no later than Dime's 2001 annual meeting. However, as is typical of Dime's disregard of its shareholders, Dime evidently is now taking the position that its nominees will continue to serve for another three-year term, even though a majority of its shareholders voting at the annual meeting have voted otherwise. Accordingly, we have no choice but to commence litigation in Delaware Chancery Court seeking an order declaring Dime's position invalid." * * * * * Investors and security holders are advised to read North Fork's registration statement and tender offer statement with respect to its exchange offer for Dime common stock, North Fork's proxy statement with respect to North Fork's proposed solicitation of proxies from Dime stockholders in connection with Dime's 2000 annual meeting of stockholders, and any amendments or supplements to any of such documents (when they become available), because each of these documents contains, or will contain, important information. Investors and security holders may obtain a free copy of the exchange offer registration statement, the tender offer statement, the proxy statement, any amendments or supplements to any of such documents (when they become available), and any other documents filed by North Fork with the SEC, at the SEC's Internet web site at www.sec.gov. Each of these documents may also be obtained free of charge by overnight mail or direct electronic transmission by calling North Fork's information agent, D.F. King & Co., Inc. toll-free at 1-800-755-7250. -----END PRIVACY-ENHANCED MESSAGE-----