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. 20)
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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. 20 (this "Amendment No. 20") 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:
Delaware Proxy Litigation. On July 14, 2000, North Fork filed a
complaint against Dime and certain members of Dime's board of directors in
the Court of Chancery of the State of Delaware. The complaint arises out of
the proxy solicitation by North Fork seeking votes to withhold authority
for the re-election of Dime's five director nominees (the "Incumbent
Slate") in connection with the 2000 Annual Meeting of Stockholders of Dime
which was held on Friday, July 14, 2000 (the "2000 Annual Meeting"). Based
on unofficial voting reports, a substantial majority of the Dime Shares
represented at the 2000 Annual Meeting voted to withhold authority for the
re-election of the Incumbent Slate.
Dime has stated that the Incumbent Slate would be re-elected to
serve three-year terms ending in 2003 even if a majority of the Dime Shares
present at the 2000 Annual Meeting were voted to withhold authority for
their re-election. North Fork's complaint asserts that the Incumbent Slate
was not re-elected, and its members are now holdover directors whose terms
expire as soon as their successors are elected and qualified, which
election must occur at a timely convened special meeting, or, in the
alternative, no later than the 2001 Annual Meeting of Stockholders of Dime
(the "2001 Annual Meeting").
The complaint seeks (1) a declaratory judgment as to the effect
of the vote of stockholders at the 2000 Annual Meeting, including that the
Incumbent Slate was not re-elected, and (2) an order requiring Dime to hold
an election for five directors to fill the board seats now occupied by the
Incumbent Slate at a timely convened special meeting, or, in the
alternative, no later than the 2001 Annual Meeting.
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: July 19, 2000
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
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Name: Daniel M. Healy
Title: Executive Vice President and
Chief Executive Officer
