------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
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. 14)
------------------
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 BROADHOLLOW ROAD
MELVILLE, NEW YORK 11747
(631) 844-1004
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Person)
Copy 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. 14 (this "Amendment No. 14") amends and
supplements the Tender Offer Statement on Schedule TO, dated March 15,
2000, as amended (the "Schedule TO"), filed by North Fork Bancorporation,
Inc., a Delaware corporation ("North Fork"), and Fleet Boston Corporation,
a Rhode Island corporation ("FleetBoston"), 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 (as defined below).
On May 15, 2000, North Fork filed Amendment No. 3 to its
registration statement on Form S-4 with the Securities and Exchange
Commission 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 preliminary prospectus dated
May 15, 2000, which is a part of the Registration Statement (the
"Prospectus"), and the related Letter of Transmittal, which are annexed to
the Schedule TO as Exhibits (a)(20) and (a)(2), respectively.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented
as follows:
On May 26, 2000 North Fork issued a press release announcing
that it was extending the expiration date of the Offer until June 30, 2000.
A copy of the press release is filed herewith as Exhibit (a)(23) and the
information set forth in the press release is incorporated by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(23) Text of press release issued by North Fork on May 26, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: May 26, 2000
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
---------------------------------------------
Name: Daniel M. Healy
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(23) Text of press release issued by North Fork on May 26, 2000.
Exhibit (a)(23)
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 EXTENDS DIME OFFER, RESPONDS TO
RECENT DIME DISCLOSURES
MELVILLE, N.Y. - MAY 26, 2000 - NORTH FORK BANCORPORATION, INC. (NYSE:NFB)
announced today that, in accordance with its previously disclosed
intention, it officially extended its pending exchange offer to acquire
Dime Bancorp, Inc., until June 30, 2000. To date, approximately 12.5
million Dime common shares have been tendered. "We noted with skepticism
Dime's recent announcement regarding the pursuit of a 'strategic
transaction'," stated John Adam Kanas, Chairman, President and Chief
Executive Officer. "We are particularly intrigued by the vagueness of their
process and we remain completely unconvinced that it will produce a sale of
the company," he said.
"By claiming to undertake this process, we believe Dime is attempting to
convince its shareholders that it is 'doing the right thing' in order to
generate shareholder support at the upcoming Dime annual meeting. However,
we are convinced there is a genuine risk that Dime will hide behind its
newly initiated 'merger discussion process' through the annual meeting,
after which it will eventually announce that it was unable to come to terms
with any third party concerning a transaction. By tendering your shares to
North Fork and voting to 'withhold authority' for the Dime's director
nominees at the meeting, shareholders can send a strong and unequivocal
message to the Dime Board of Directors that you want to see Dime sold now,
that you do not want Dime to remain independent, and that Dime should
engage in good faith merger negotiations with all interested parties,
including North Fork, " said Mr. Kanas. "We encourage the Dime shareholders
to vote to 'withhold authority' on any proxy card you receive in order to
have your vote against Dime management recorded and to tender your shares
now," he said.
North Fork said that it expects to be sending out proxy materials shortly
to solicit votes from Dime shareholders to withhold authority for Dime's
director nominees.
North Fork also indicated that it made yet another request to be involved
in Dime's self-described strategic option process and has not been invited
to participate in that process despite this request. "Their refusal to
include all parties into their process underscores their ongoing
insincerity toward the entire matter," said Mr. Kanas.
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 preliminary 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.
North Fork, its directors and executive officers and certain other persons
may be deemed to be "participants" in North Fork's solicitation of proxies
from Dime stockholders. A detailed list of the names, affiliations and
interests of the participants in the solicitation is contained in North
Fork's preliminary proxy statement on Schedule 14A, filed with the
Securities and Exchange Commission on May 22, 2000, with respect to its
proposed solicitation of proxies from Dime stockholders in connection with
Dime's 2000 annual meeting of stockholders.
