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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. 9)
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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. 9 (this "Amendment No. 9") 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 4, North Fork filed Amendment No. 2 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 4, 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)(19) and
(a)(2), respectively.
All of the information in the Prospectus and the related Letter of
Transmittal, and any revised prospectus, prospectus supplement or other
amendment or supplement thereto relating to the Offer hereafter filed with
the Securities and Exchange Commission by North Fork, is hereby
incorporated by reference in answer to Items 2 through 11 of the Schedule
TO.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(19) Preliminary Prospectus, dated May 4, 2000, relating to North
Fork Shares to be issued in the Offer (incorporated by
reference from Amendment No. 2 to North Fork's Registration
Statement on Form S-4 filed on May 4, 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
is true, complete and correct.
Dated: May 5, 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 Office
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(a)(19) Preliminary Prospectus, dated May 4, 2000, relating to North
Fork Shares to be issued in the Offer (incorporated by
reference from Amendment No. 2 to North Fork's Registration
Statement on Form S-4 filed on May 4, 2000).
