Dime Bancorp again postponed a shareholder vote on its merger with Hudson United Bancorp and said in a regulatory filing Tuesday that it would "explore all strategic options" if the deal is cancelled.

New York-based Dime, now desperately maneuvering to save the Hudson deal, said the vote has been rescheduled for May 17, about a month before its agreement with Mahwah, N.J.-based Hudson United is to expire. The vote had been scheduled for this Friday after a prior postponement.

Dime also repeated to shareholders that it had rejected a $1.9 billion takeover offer from North Fork Bancorp of Melville, N.Y.

In a statement, Dime chairman and chief executive officer Lawrence J. Toal said his company's board of directors "believes that it cannot approve North Fork's offer, whether or not the proposed merger of equals with Hudson United is completed."

Large institutional shareholders have said privately for the last two weeks that it appeared Dime would not amass a majority of shareholders to vote for the Hudson deal, which was announced in September.

In a filing with the Securities and Exchange Commission, Dime said North Fork initiated its hostile bid "without telling us" and that Dime's agreement with Hudson United prevents it from talking about a combination with a third party before the pact expires at the end of June. John A. Kanas, North Fork's chairman and chief executive officer, did not return a phone call seeking comment.

Dime spelled out in the SEC filing some of the fees it has agreed to pay Credit Suisse First Boston for advice on defending itself against North Fork. It said the fees include $1 million paid March 6, the day it hired the investment bank, and that a second $1 million payment is due March 31, or the date of the stockholder vote, whichever comes first.

In its agreement with Credit Suisse, Dime said it would give the firm a lead role in any restructuring or financing and would pay Credit Suisse $2 million if shareholders approve the Hudson United deal. A separate $2 million payment is to be made if North Fork's offer "is withdrawn, terminated, or expires," according to the filing.

Dime, which hired Merrill Lynch & Co. as a second adviser last week, reiterated in the SEC filing that past merger talks with North Fork led to standstill agreements forbidding either company from bidding for the other. These agreements expired Feb. 19, two weeks before North Fork began its takeover attempt.


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