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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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DIME BANCORP, INC.
(Name of Subject Company (Issuer))
NORTH FORK BANCORPORATION, INC.
(Name of Filing Person (Offeror))
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
00025429 Q1
(CUSIP Number of Class of Securities)
JOHN ADAM KANAS
CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
NORTH FORK BANCORPORATION, INC.
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
(631) 298-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Person)
Copies to:
WILLIAM S. RUBENSTEIN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
4 TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[x ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Amendment No. 3 (this "Amendment No. 3") amends and
supplements the Tender Offer Statement on Schedule TO, dated March 15, 2000
(the "Schedule TO") filed by North Fork Bancorporation, Inc., a Delaware
corporation ("North Fork") and Fleet Boston Corporation, a Rhode Island
corporation relating to the offer (the "Offer") by North Fork to exchange
each issued and outstanding share of common stock, par value $0.01 per
share (the "Dime Shares"), of Dime Bancorp, Inc., a Delaware corporation
("Dime"), for 0.9302 shares of common stock, par value $0.01 per share (the
"North Fork Shares"), of North Fork and $2.00 in cash, on the terms and
subject to the conditions described in the Prospectus which was annexed to
the Schedule TO as Exhibit (a)(1).
North Fork has filed a registration statement with the Securities
and Exchange Commission on Form S-4 relating to the North Fork Shares to be
issued to stockholders of Dime in the Offer (the "Registration Statement").
The terms and conditions of the Offer are set forth in the prospectus which
is a part of the Registration Statement (the "Prospectus") and the related
Letter of Transmittal, which were annexed to the Schedule TO as Exhibits
(a)(1) and (a)(2).
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented as follows:
On March 23, 2000, North Fork issued a press release announcing
that it has extended the expiration date of the Offer to 12:00 midnight,
New York City time, on Wednesday, May 31, 2000. As of 12:00 midnight, New
York City time, on Wednesday, March 22, 2000, no shares of Dime common
stock had been tendered in the Offer.
The press release also announced that Dime filed a lawsuit against
North Fork and its directors in the United States District Court for the
Eastern District of New York alleging claims under the federal securities
laws based on what Dime believes are material misstatements and omissions
in the proxy solicitation and exchange offer materials filed by North Fork
with the Securities and Exchange Commission. Dime's claim seeks injunctive
and other relief. North Fork believes that Dime's claims are without merit
and intends to contest the action vigorously.
A copy of the press release is filed herewith as Exhibit (a)(12)
and the information set forth in the press release is incorporated herein
by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(12) Text of press release issued by North Fork, dated March 23, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement relating to it is true, complete and correct.
Dated: March 23, 2000
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
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Name: Daniel M. Healy
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(12) Text of press release issued by North Fork, dated
March 23, 2000.
FOR IMMEDIATE RELEASE INVESTOR: DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
516-844-1258
PRESS: KEKST AND COMPANY
ROBERT D. SIEGFRIED
212-521-4832
NORTH FORK EXTENDS EXPIRATION DATE
OF ITS EXCHANGE OFFER FOR DIME
MELVILLE, N.Y. -- MARCH 23, 2000 - NORTH FORK BANCORPORATION, INC.
(NYSE:NFB) issued a statement today announcing that it had extended the
expiration date of its exchange offer for all outstanding shares of common
stock of Dime Bancorp, Inc. (NYSE:DME) to 12:00 midnight, New York City
time, on Wednesday, May 31, 2000.
North Fork extended the expiration date of its offer until the end of May
in light of the second postponement of Dime's stockholder meeting to
consider the proposed merger with Hudson United Bancorp, this time to May
17, 2000, and North Fork's expectation that it will receive Federal Reserve
Board approval for its offer in the latter part of May. Failure of the
Dime stockholders to approve the proposed merger with Hudson United and
receipt of Federal Reserve Board approval would satisfy two conditions of
North Fork's offer.
As of 12:00 midnight, New York City time, on Wednesday, March 22, 2000, no
shares of Dime common stock had been tendered in the offer. As previously
reported, North Fork commenced its exchange offer last week.
North Fork also announced that Dime filed a lawsuit against North Fork and
its directors in the United States District Court for the Eastern District
of New York alleging claims under the federal securities laws based on what
Dime believes are material misstatements and omissions in the proxy
solicitation and exchange offer materials filed by North Fork with the
Securities and Exchange Commission. Dime's claim seeks injunctive and
other relief. North Fork believes that Dime's claims are without merit and
intends to contest the action vigorously.
Investors and security holders are advised to read North Fork's proxy
statement with respect to North Fork's solicitation of proxies against the
proposed Dime/Hudson merger and North Fork's registration statement with
respect to its exchange offer for Dime common stock, each as filed with the
Securities and Exchange Commission, and any amendments or supplements to
either of them, because each of these documents contains important
information. Investors and security holders may obtain a free copy of the
proxy statement, the exchange offer registration statement and other
documents filed by North Fork with the SEC at the SEC's Internet web site
at www.sec.gov. The proxy statement, the exchange offer registration
statement and such other documents may also be obtained free of charge by
overnight mail or direct electronic transmission by calling North Fork's
proxy solicitor, D.F. King & Co., Inc., toll-free at 1-800-755-7250.
