SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported) July 14, 2000
NORTH FORK BANCORPORATION, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-10458 36-3154608
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
275 Broadhollow Road Melville, New York 11747
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (631) 844-1004
ITEM 5. OTHER EVENTS.
On May 15, 2000, North Fork Bancorporation, Inc., a Delaware
corporation ("North Fork") filed Amendment No. 3 to its registration
statement (the "Registration Statement") on Form S-4 with the Securities
and Exchange Commission relating to the offer (the "Offer") by North Fork
to exchange 0.9302 shares of North Fork common stock and $2.00 in cash for
each outstanding share of common stock of Dime Bancorp, Inc., a Delaware
corporation ("Dime"), including the associated preferred share purchase
rights issued pursuant to the Dime stockholder protection rights plan. This
current report on Form 8-K contains information updating certain
information contained in the Registration Statement.
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
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
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
