North Fork Names Slate to Capture Dime Board

Article excerpt

North Fork Bancorp unveiled Thursday a list of five people it plans to nominate as directors of Dime Bancorp as part of its attempt to take over the New York thrift.

Melville, N.Y.-based North Fork has also demanded that Dime call a special meeting of shareholders at a date well in advance of Dime's regular annual meeting next spring.

North Fork's nominees are former Democratic vice presidential nominee Geraldine Ferraro; investment stars Muriel Siebert, A. Robert Towbin, and Warren Marcus; and investor Josiah Austin.

John Adam Kanas, chairman and chief executive officer of North Fork, has vowed to press his $1.9 billion unsolicited offer for Dime even though Dime's management and board have repeatedly rejected the bid, calling it "inadequate."

In July, Mr. Kanas got what he considered to be a major victory. Seventy percent of the Dime shareholders who voted at Dime's annual meeting took North Fork's advice and withheld authority to elect Dime's slate of director nominees, which included Dime's chief executive officer, Lawrence J. Toal.

Dime and North Fork are disputing whether the outcome of the shareholder vote means those nominees are on or off the board for now. But North Fork is seizing on the directorship dispute as a way of taking over the company through the back door.

"It is imperative that Dime shareholders be given the opportunity to decide who should fill the seats occupied by the holdover directors who have been divested of any legitimate claim to directorial power," Mr. Kanas said of the demand for a special meeting. In an interview Thursday, Mr. Kanas said he would push for an October date.

In a statement late Thursday, Dime called North Fork's request for a special meeting "grandstanding. …