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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. 8)
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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 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. 8 (this "Amendment No. 8") 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, which 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 April 13, 2000, Dime filed an amended complaint in its
federal securities law litigation against North Fork and its directors.
Dime's amended complaint eliminated all but two of its claims in the
litigation. On April 14, 2000, a hearing was held on North Fork's motion to
dismiss Dime's federal securities law claims, and on April 20, 2000, the
court issued an order denying North Fork's motion and directing the parties
to schedule expedited discovery in preparation for a hearing on Dime's
request for a preliminary injunction against North Fork.
On April 24, 2000, North Fork filed an answer to Dime's amended
complaint and various counterclaims against Dime and its Chairman and Chief
and Executive Officer, Lawrence Toal. North Fork's counterclaims allege
that Dime and Mr. Toal have made numerous materially false and misleading
statements, both in Dime's proxy materials and in its press release and its
other Securities and Exchange Commission filings, since the announcement of
the Offer on March 5, 2000, in violation of Sections 14(a) and 14(e) of the
Securities Exchange Act of 1934. North Fork's counterclaims seek injunctive
and other relief.
On April 25, 2000, the court in the federal securities
litigation scheduled a hearing on Dime's request for a preliminary
injunction for May 1, 2000.
On April 28, 2000, Dime announced that Dime and Hudson had
mutually agreed to terminate their merger agreement and that Dime's board
of directors will begin a comprehensive exploration of all strategic
alternatives. In light of this announcement, the May 1 preliminary
injunction hearing was cancelled at Dime's request.
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: May 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 Office
