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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. 12)
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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) 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. 12 (this "Amendment No. 12") 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:
1. The following paragraph is inserted at the end of the section
entitled "THE OFFER-Litigation-Dime Federal Securities Litigation" on page
52 of the Prospectus:
On May 15, 2000, Dime filed a motion to dismiss North Fork's
counterclaims and to strike certain affirmative defenses raised by
North Fork in its answer to Dime's first amended complaint.
2. The following six paragraphs are inserted at the end of the
section entitled "THE OFFER-Litigation-Dime Litigation Against Salomon
Smith Barney" on page 52 of the Prospectus:
On May 15, 2000, Dime filed a First Amended Complaint with the
Supreme Court of the State of New York, County of New York, in its
litigation against Salomon Smith Barney. The amended complaint names
both Salomon Smith Barney and North Fork as defendants.
As against defendant Salomon Smith Barney, the amended complaint
alleges that Dime's 1997 engagement letter with Salomon Smith Barney,
which was executed in connection with Dime's retention of Salomon
Smith Barney as its financial advisor with respect to Dime's
acquisition of North American Mortgage Company in 1997, prohibited
Salomon Smith Barney from disclosing any confidential information
about Dime to any entity or advising any entity interested in
acquiring or otherwise entering into a business combination
transaction with Dime unless Salomon obtained Dime's prior written
consent, and that Salomon Smith Barney breached this agreement by
advising North Fork with respect to its exchange offer without
obtaining Dime's prior consent.
The amended complaint seeks the following relief as against
Salomon Smith Barney: (i) an order permanently enjoining Salomon from
providing financial or advisory services to North Fork in connection
with its exchange offer and related proxy solicitations; (ii) an
unspecified amount of damages; (iii) costs and disbursements of the
action; and (iv) such further relief as the court may deem just and
proper.
As against defendant North Fork, the amended complaint alleges
that North Fork intentionally interfered with, and caused Salomon
Smith Barney to breach, its 1997 engagement letter with Dime. Dime has
based its tortious interference with contract claim against North Fork
on allegations that (i) an engagement letter between North Fork and
Salomon Smith Barney expressly states that Salomon Smith Barney would
use information provided by Dime to provide advice to North Fork, (ii)
North Fork was obligated under its 1998 confidentiality and standstill
agreement with Dime to ascertain whether Salomon Smith Barney was
prohibited from disclosing information about Dime to North Fork, (iii)
because of this alleged obligation, North Fork was aware that the 1997
engagement letter between Salomon Smith Barney and Dime prohibited
Salomon Smith Barney from disclosing confidential information about
Dime or advising North Fork in connection with a business combination
transaction with Dime without Dime's consent, and (iv) North Fork
nonetheless intentionally induced Salomon Smith Barney to breach its
agreement with Dime by retaining Salomon Smith Barney to advise it in
connection with its exchange offer for Dime stock, because "North Fork
sought to obtain intimate knowledge of the business and operations of
Dime and [North American Mortgage Company], knowledge no other
investment banker had."
Dime's amended complaint seeks the following relief as against
North Fork: (i) an unspecified amount of damages; (ii) costs and
disbursements of the action; and (iii) such other relief as the court
may deem just and proper.
North Fork believes that the allegations made by Dime against
North Fork in the amended complaint are without merit and intends to
contest Dime's claims vigorously.
3. The following new subsection is inserted at the end of the
Section entitled "The Offer-Litigation" on page 52 of the Prospectus:
Dime's Employee Solicitation Litigation. On May 8, 2000, The Dime
Savings Bank of New York, FSB ("Dime Savings") filed a complaint and a
motion for preliminary injunction against North Fork and its
subsidiary, North Fork Bank, in New York State Supreme Court. Dime
Savings' complaint alleges that the defendants breached a
non-solicitation provision contained in a confidentiality agreement
originally entered into between North Fork and KeyBank National
Association ("KeyBank"), whose rights allegedly were assigned to Dime
Savings when Dime Savings purchased certain KeyBank branches in 1999.
Dime Savings alleged that the defendants breached this provision by
allegedly soliciting three Dime Savings employees to work at North
Fork Bank. Dime Savings also alleges that these employees took with
them confidential information about Dime Savings customers and then
began soliciting certain of those customers, allegedly in violation of
codes of conduct allegedly signed by these employees while employed by
Dime Savings.
The defendants believe Dime Savings' claims are without merit and
on May 15, 2000, filed an opposition to Dime Savings' preliminary
injunction motion. On May 17, 2000, the defendants filed a motion to
dismiss Dime Savings' complaint. Also on May 17, Dime Savings sought
expedited discovery from the defendants, and also sought to adjourn
the preliminary injunction motion so that it would have an opportunity
to submit a reply brief. The request for an adjournment was denied and
the court scheduled a hearing for the following afternoon to discuss
the request for expedited discovery.
On May 18, 2000, the defendants filed a brief in opposition to
Dime Savings' request for expedited discovery. That same day, the
court denied Dime Savings' request for expedited discovery and set up
a briefing schedule for the opposition and reply briefs concerning the
defendants' motion to dismiss the complaint.
On May 19, 2000, Dime Savings submitted a letter to the court in
which it withdrew without prejudice its motion for a preliminary
injunction.
4. The following paragraph is inserted at the end of the
seventh paragraph in the section entitled "THE OFFER- Conditions of Our
Offer-Regulatory Approval Condition" on page 64 of the Prospectus:
On May 15, 2000, the Antitrust Division of the U.S. Department of
Justice issued a civil investigative demand on North Fork seeking
information relating to North Fork and North Fork's exchange offer,
including information concerning any agreements, arrangements or
understandings between North Fork and FleetBoston.
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: May 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 Financial Officer
