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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. 24)
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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: [x]
This Amendment No. 24 (this "Amendment No. 24") 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 preliminary prospectus dated May 15, 2000, and the related Letter of
Transmittal, which are annexed to the Schedule TO as Exhibits (a)(20) and
(a)(2), respectively.
ITEMS 4, 6 and 11
Items 4, 6 and 11 of the Schedule TO are hereby amended and
supplemented as follows:
On September 28, 2000, North Fork issued a press release
announcing that the Offer would expire at 12:00 midnight, New York City
time, on September 29, 2000, without the conditions to the Offer being
satisfied. North Fork has instructed its exchange agent to return promptly
all Dime Shares theretofore tendered pursuant to the Offer and not
withdrawn. A copy of the press release is filed herewith as Exhibit (a)(33)
and 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)(33) Text of press release issued by North Fork on September 28,
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: October 2, 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
(a)(33) Text of press release issued by North Fork on September 28,
2000
