------------------
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. 5)
------------------
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. 5 (this "Amendment No. 5") 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 March 28, 2000, North Fork filed Amendment No. 1 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
March 27, 2000, which is a part of the Registration Statement (the
"Prospectus"), and the related Letter of Transmittal. The Prospectus and
the Letter of Transmittal are annexed to the Schedule TO as Exhibits
(a)(14) and (a)(2), respectively.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented as follows:
On March 29, 2000, North Fork requested Hudson United Bancorp's
consent to allow North Fork to engage in discussions with Dime concerning
matters relating to the Offer.
Also on March 29, 2000, Dime filed a lawsuit in the Supreme
Court of New York, County of New York against Salomon Smith Barney, Inc.
("Salomon"), a financial advisor to North Fork in connection with the
Offer. Dime's lawsuit seeks, among other things, to enjoin Salomon from
providing advisory services to North Fork in connection with the Offer and
North Fork's related proxy solicitation. In the lawsuit, Dime alleges that
an agreement between Dime and Salomon entered into in May 1997 in
connection with Dime's engagement of Salomon as financial advisor with
respect to Dime's acquisition of North American Mortgage Company prohibits
Salomon from advising any third party in connection with an acquisition of
Dime for a period of three years from the date of such agreement. Salomon
has publicly stated that it believes Dime's allegations are without merit.
A hearing has been scheduled for Wednesday, April 5, 2000.
On March 30, 2000, North Fork filed a motion to dismiss the
federal securities law complaint filed by Dime on March 22, 2000 in the
United States District Court for the Eastern District of New York.
On March 31, 2000, North Fork and FleetBoston filed a motion to
dismiss the antitrust complaint filed by Dime on March 10, 2000 in the
Supreme Court of New York, County of New York, based on several grounds.
First, North Fork asserts that Dime has chosen the wrong forum for
challenging the Offer, FleetBoston's investment in North Fork in connection
with the Offer and FleetBoston's divestiture of branches to Sovereign
Bancorp, Inc. ("Sovereign"), because each of those transactions is subject
to approval by federal banking regulatory agencies, which have exclusive
original jurisdiction for reviewing the antitrust implications of those
transactions. Second, North Fork asserts that Dime is seeking to apply the
wrong substantive law in its complaint, because both federal banking law
(under the Bank Holding Company Act) and federal securities law (under the
Williams Act) comprehensively govern the challenged transactions and
thereby preempt application of New York's Donnelly Act with regard to those
transactions. Third, North Fork asserts that Dime, as the subject company
in an exchange offer, lacks standing to challenge the Offer on antitrust
grounds. Finally, North Fork believes that Dime's challenge to
FleetBoston's divestiture of branches to Sovereign is beyond the scope of
New York's Donnelly Act because all of the assets associated with that
transaction are located outside of New York State.
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: April 3, 2000
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
---------------------------------------------
Name: Daniel M. Healy
Title: Executive Vice President and Chief
Financial Office
