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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. 2)
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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)
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. 2 (this "Amendment No. 2") 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).
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other supplement thereto
related 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 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented as follows:
On March 16, 2000, North Fork issued the press release filed as
Exhibit (a)(11) hereto. 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)(11) Text of press release issued by North Fork, dated March 16, 2000
(filed under 425 under the Securities Act of 1933 by North Fork on
March 16, 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 17, 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)(11) Text of press release issued by North Fork, dated March 16,
2000 (filed under 425 under the Securities Act of 1933 by
North Fork on March 16, 2000).
Exhibit (a)(11)
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 DISPUTES DIME ASSERTIONS
MELVILLE, N.Y. - MARCH 16, 2000 - NORTH FORK BANCORPORATION, INC.
(NYSE:NFB) Chairman, President and Chief Executive Officer John Adam Kanas,
commented that "We, along with all Dime shareholders, anxiously await the
vote scheduled for next Friday. We are hopeful that the Dime-Hudson United
merger will be defeated at that time."
Kanas went on to say that "Should the Dime-Hudson merger be turned
down, the major condition of North Fork's offer will have been removed.
Then the shareholders will have sent an unequivocal message to Dime
executives and their board that our proposal is not at all hostile to Dime
shareholder interests."
He also said that "Dime's comment yesterday that in 1998 North Fork
and Dime had 'mutually decided that a combination did not make sense,' is
patently untrue."
In addition, in response to recent media inquiries, North Fork
reiterated its determination to acquire Dime and said that while it intends
to remain flexible with respect to that effort, North Fork is not
considering raising its bid at this time or bidding for the combined
Dime-Hudson United.
Yesterday, North Fork filed its application with the Federal Reserve
seeking approval to acquire control of Dime.
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, 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
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 a
statement on Schedule 14A filed by North Fork with the Securities and
Exchange Commission on March 7, 2000.
