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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. 15)
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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 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. 15 (this "Amendment No. 15") 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 June 27, 2000, North Fork issued a press release
announcing that it was extending the expiration date of the Offer until
12:00 midnight, New York City time, on July 31, 2000. A copy of the press
release is filed herewith as Exhibit (a)(24) and the information set forth
in the press release is incorporated herein by reference. North Fork
anticipates receiving a final determination from the Federal Reserve Board
with respect to North Fork's application for approval of the Offer by the
middle of July, without objection by the United States Department of
Justice.
As previously announced, North Fork is soliciting proxies
from Dime stockholders to withhold authority for each of Dime's five
nominees for election to the Board of Directors of Dime at the 2000 Annual
Meeting of Stockholders of Dime to be held at Chelsea Piers, Pier 60, 23rd
Street and Hudson River, New York, New York, on July 14, 2000 at 10:00 a.m.
North Fork's definitive proxy statement on Schedule 14A with respect to
that solicitation was filed on June 9, 2000 and is incorporated by
reference herein as Exhibit (a)(25) hereto.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(24) Text of press release issued by North Fork on June 27, 2000
(a)(25) Proxy Statement, dated June 8, 2000, with respect to North
Fork's solicitation of proxies in connection with the 2000
Annual Meeting of Stockholders of Dime Bancorp, Inc.
(incorporated by reference to North Fork's Definitive Proxy
Statement on Schedule 14A filed on June 9, 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: June 28, 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
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(a)(24) Text of press release issued by North Fork on June 27, 2000
(a)(25) Proxy Statement, dated June 8, 2000, with respect to North
Fork's solicitation of proxies in connection with the 2000
Annual Meeting of Stockholders of Dime Bancorp, Inc.
(incorporated by reference to North Fork's Definitive Proxy
Statement on Schedule 14A filed on June 9, 2000)
