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
---------------------------
DIME BANCORP, INC.
(Name of Subject Company (Issuer))
NORTH FORK BANCORPORATION, INC.
FLEET BOSTON CORPORATION
(Name of Filing Persons (Offerors))
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
00025429 Q1
(CUSIP Number of Class of Securities)
JOHN ADAM KANAS WILLIAM C. MUTTERPERL, ESQ.
CHAIRMAN, PRESIDENT EXECUTIVE VICE PRESIDENT,
AND CHIEF EXECUTIVE OFFICER SECRETARY AND GENERAL COUNSEL
NORTH FORK BANCORPORATION, INC. FLEET BOSTON CORPORATION
275 BROAD HOLLOW ROAD ONE FEDERAL STREET
MELVILLE, NEW YORK 11747 BOSTON, MASSACHUSETTS 02110
(631) 298-5000 (617) 346-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)
Copies to:
WILLIAM S. RUBENSTEIN, ESQ. ROBERT L. TORTORIELLO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP DAVID LEINWAND, ESQ.
4 TIMES SQUARE CLEARY, GOTTLIEB, STEEN & HAMILTON
NEW YORK, NEW YORK 10036 ONE LIBERTY PLAZA
(212) 735-3000 NEW YORK, NEW YORK 10006
(212) 225-2000
CALCULATION OF FILING FEE
Transaction Valuation*: $1,770,361,776 Amount of Filing Fee**: $354,072.00
* ESTIMATED FOR PURPOSES OF CALCULATING THE AMOUNT OF THE FILING FEE
ONLY IN ACCORDANCE WITH RULES 0-11(D) AND 0- 11(A)(4) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, BASED UPON (A) $14.125, THE AVERAGE
OF THE HIGH AND LOW PRICE PER SHARE OF DIME BANCORP, INC. COMMON STOCK
ON MARCH 8, 2000 AS REPORTED ON THE NEW YORK STOCK EXCHANGE COMPOSITE
TRANSACTION TAPE, MULTIPLIED BY (B) 125,335,347, REPRESENTING THE
MAXIMUM NUMBER OF SUCH SHARES THAT MAY BE EXCHANGED IN THE OFFER (AS
DEFINED BELOW).
** ONE-FIFTIETH OF 1% OF THE VALUE OF THE TRANSACTION. THE ENTIRE AMOUNT
OF THE FILING FEE HAS BEEN OFFSET BY THE AMOUNT OF THE FILING
PREVIOUSLY PAID BY NORTH FORK BANCORPROATION, INC. AS DESCRIBED BELOW.
|X| CHECK THE BOX IF ANY PART OF THE FEE I OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $375,252.00 FILING PARTY: NORTH FORK
BANCORPORATION, INC.
FORM OR REGISTRATION NO.: FORM S-4 DATE FILED: MARCH 14, 2000
| | 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 TENDER OFFER STATEMENT ON SCHEDULE TO (THIS "SCHEDULE TO")
RELATES TO THE OFFER (THE "OFFER") BY NORTH FORK BANCORPORATION, INC., A
DELAWARE CORPORATION ("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 FILED AS EXHIBIT (A)(1) HERETO.
NORTH FORK HAS FILED A REGISTRATION STATEMENT WITH THE SECURITIES
AND EXCHANGE COMMISSION ON FORM S-4 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 PROSPECTUS WHICH
IS A PART OF THE REGISTRATION STATEMENT (THE "PROSPECTUS"), AND THE RELATED
LETTER OF TRANSMITTAL, WHICH ARE EXHIBITS (A)(1) AND (A)(2) HERETO.
ALL OF THE INFORMATION IN THE PROSPECTUS AND THE RELATED LETTER OF
TRANSMITTAL, AND ANY PROSPECTUS SUPPLEMENT OR OTHER SUPPLEMENT THERETO
RELATED TO THE OFFER HEREAFTER FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BY NORTH FORK, IS HEREBY INCORPORATED BY REFERENCE IN ANSWER TO
ITEMS 2 THROUGH 11 OF THIS SCHEDULE TO.
FLEET BOSTON CORPORATION ("FLEETBOSTON") IS A FILING PERSON FOR
PURPOSES OF THIS SCHEDULE TO, AND INFORMATION REGARDING FLEETBOSTON THAT
WOULD BE REQUIRED TO BE INCLUDED IF FLEETBOSTON WERE A "BIDDER" IN
CONNECTION WITH THE OFFER FOR PURPOSES OF THE APPLICABLE RULES UNDER THE
SECURITIES EXCHANGE ACT OF 1934 HAS BEEN INCLUDED IN THIS SCHEDULE TO.
HOWEVER, FLEETBOSTON DISCLAIMS THAT IT IS A "BIDDER" IN THE OFFER, AND
NEITHER THE FACT THAT FLEETBOSTON IS A FILING PERSON NOR THE INCLUSION OF
SUCH INFORMATION SHOULD BE TAKEN AS AN ADMISSION TO THAT EFFECT.
FLEETBOSTON HAS NOT PROVIDED ANY OF THE INFORMATION INCLUDED OR
INCORPORATED BY REFERENCE IN THIS SCHEDULE TO, OTHER THAN THE INFORMATION
RELATING SOLELY TO FLEETBOSTON, ITS DIRECTORS AND EXECUTIVE OFFICERS AND
THEIR RESPECTIVE ASSOCIATES AND SUBSIDIARIES CONTAINED IN EXHIBIT (I)(1)
HERETO AND ITEMS 3, 5, 6, 7 AND 8 HEREOF.
ITEM 1. SUMMARY TERM SHEET.
Information is disclosed to security holders in a prospectus
meeting the requirements of Rule 421(d) of the Securities Act of 1933.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(c) During the last five years, none of North Fork, or, to the
best of its knowledge, any of the persons listed on Schedule A to the
Prospectus has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to any
judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.
During the last five years, none of FleetBoston or, to the best of
its knowledge, any of the persons listed on Exhibit (i)(1) hereto has (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any
violations of federal or state securities laws.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) There were no transactions during the past two years between
FleetBoston (including, to the best of its knowledge, any director or
executive officer of FleetBoston) and Dime or any of its affiliates that
are not natural persons, the aggregate value of which was more than 1% of
Dime's consolidated revenues for (i) the fiscal year when the transaction
occurred or (ii) the past portion of the current fiscal year for
transactions in the current fiscal year.
(b) There were no negotiations, transactions or material contacts
during the past two years between FleetBoston (including, to the best of
its knowledge, any subsidiaries of FleetBoston and any director or
executive officer of FleetBoston) and Dime or its affiliates concerning any
of the matters specified in points (1) through (6).
ITEM 6. PURPOSES OF THE TRANSACTIONS AND PLANS OR PROPOSALS.
(c) Other than as set forth in the Prospectus, FleetBoston
has no further plans, proposals or negotiations concerning any of the
matters specified in points (1) through (7).
ITEM 7. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
As described in the Prospectus, FleetBoston and North Fork have
entered into a stock purchase agreement, pursuant to which FleetBoston has
agreed to purchase from North Fork, in connection with the Offer, preferred
stock and common stock purchase rights for aggregate consideration of
$250,000,000 in cash. It is currently anticipated that the funds required
for the purchase of the preferred stock and rights by FleetBoston will be
obtained from general funds available to FleetBoston and its affiliates.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) As of the date hereof, neither FleetBoston nor, to the best of
its knowledge, any directors or executive officers of FleetBoston or any of
their respective associates or majority-owned subsidiaries beneficially
owns any Dime Shares. As of the date hereof, Fleet National Bank (111
Westminster Street, Providence, Rhode Island 02903), a subsidiary of
FleetBoston, may be deemed to have had beneficial ownership of 5,100 Dime
shares, which shares were held in a fiduciary capacity. FleetBoston
disclaims beneficial ownership of all such shares. As of the date hereof,
William F. Connell, a director of FleetBoston, has beneficial ownership of
2,740 Dime Shares and options to acquire 19,180 Dime Shares, which options
are currently exercisable. Such aggregate number of Dime Shares represents
approximately .02% of the outstanding Dime Shares (based on the number of
Dime Shares outstanding as of December 31, 1999, as reported in the Joint
Proxy Statement/ Prospectus of Dime and Hudson United Bancorp, which forms
part of the Registration Statement on Form S-4 filed by Dime and Hudson
United Bancorp with the Securities and Exchange Commission on February 9,
2000). These are the shares and options into which shares and options of
North American Mortgage Company ("North American") held by Mr. Connell were
converted in connection with the merger of North American and Dime on
October 15, 1997. Mr. Connell served as a director of North American at the
time of the merger.
(b) There have been no transaction in Dime Shares effected by
NorthFork or, to the best of its knowledge, any director or executive
officer or any associate or majority-owned subsidiary of NorthFork, during
the past 10 days.
There have been no transactions in Dime Shares effected by
FleetBoston or, to the best of its knowledge, any director or executive
officer or any associate or majority-owned subsidiary of FleetBoston,
during the past 60 days.
ITEM 12. EXHIBITS.
(a)(1) Prospectus relating to North Fork Shares to be issued in
the Offer (incorporated by reference from North Fork's
Registration Statement on Form S-4 filed on March 14,
2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference
to exhibit 99.1 to North Fork's Registration Statement on
Form S-4 filed on March 14, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to exhibit 99.2 to North Fork's Registration
Statement on Form S-4 filed on March 14, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (incorporated by
reference to exhibit 99.3 to North Fork's Registration
Statement on Form S-4 filed on March 14, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to exhibit 99.4 to North
Fork's Registration Statement on Form S-4 filed on March
14, 2000).
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
(incorporated by reference to exhibit 99.5 to North
Fork's Registration Statement on Form S-4 filed on March
14, 2000).
(a)(7) Form of Letter to Participants in the North American
Mortgage Company Retirement and 401(k) Savings Plan
(incorporated by reference to exhibit 99.6 to North
Fork's Registration Statement on Form S-4 filed on March
14, 2000).
(a)(8) Form of Letter to Participants in the Retirement 401(k)
Investment Plan of Dime Bancorp, Inc. (incorporated by
reference to exhibit 99.7 to North Fork's Registration
Statement on Form S-4 filed on March 14, 2000).
(a)(9) Form of Letter to Participants in the Lakeview Savings
Bank Employee Stock Ownership Plan (incorporated by
reference to exhibit 99.8 to North Fork's Registration
Statement on Form S-4 filed on March 14, 2000).
(b)(1) Stock Purchase Agreement, dated as of March 5, 2000, by
and between Fleet Boston Corporation and North Fork
Bancorporation, Inc. (incorporated by reference to
exhibit 10.1 to North Fork's Registration Statement on
Form S-4 filed on March 14, 2000).
(i)(1) Information Concerning the Members of the Board of
Directors and the Executive Officers of Fleet Boston
Corporation.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(1) Prospectus relating to North Fork Shares to be issued in
the Offer (incorporated by reference from North Fork's
Registration Statement on Form S-4 filed on March 14,
2000).
(a)(2) Form of Letter of Transmittal (incorporated by reference
to exhibit 99.1 to North Fork's Registration Statement on
Form S-4 filed on March 14, 2000).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to exhibit 99.2 to North Fork's Registration
Statement on Form S-4 filed on March 14, 2000).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (incorporated by
reference to exhibit 99.3 to North Fork's Registration
Statement on Form S-4 filed on March 14, 2000).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to exhibit 99.4 to North
Fork's Registration Statement on Form S-4 filed on March
14, 2000).
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
(incorporated by reference to exhibit 99.5 to North
Fork's Registration Statement on Form S-4 filed on March
14, 2000).
(a)(7) Form of Letter to Participants in the North American
Mortgage Company Retirement and 401(k) Savings Plan
(incorporated by reference to exhibit 99.6 to North
Fork's Registration Statement on Form S-4 filed on March
14, 2000).
(a)(8) Form of Letter to Participants in the Retirement 401(k)
Investment Plan of Dime Bancorp, Inc. (incorporated by
reference to exhibit 99.7 to North Fork's Registration
Statement on Form S-4 filed on March 14, 2000).
(a)(9) Form of Letter to Participants in the Lakeview Savings
Bank Employee Stock Ownership Plan (incorporated by
reference to exhibit 99.8 to North Fork's Registration
Statement on Form S-4 filed on March 14, 2000).
(b)(1) Stock Purchase Agreement, dated as of March 5, 2000, by
and between Fleet Boston Corporation and North Fork
Bancorporation, Inc. (incorporated by reference to
exhibit 10.1 to North Fork's Registration Statement on
Form S-4 filed on March 14, 2000).
(i)(1) Information Concerning the Members of the Board of
Directors and the Executive Officers of Fleet Boston
Corporation.
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 relating to it is true, complete and correct.
Dated: March 15, 2000
NORTH FORK BANCORPORATION, INC.
By: /s/ John Bohlsen
-------------------------------
Name: John Bohlsen
Title: Vice Chairman of the Board
of Directors
FLEET BOSTON CORPORATION
By: /s/ William C. Mutterperl
---------------------------------
Name: William C. Mutterperl
Title: Executive Vice President,
Secretary and General Counsel
Exhibit (i)(1)
FLEET BOSTON CORPORATION
Set forth below are the names, principal address and present
principal occupation or employment, and material occupations, positions,
offices or employment for the past five years of each director and
executive officer of Fleet Boston Corporation ("FleetBoston"). Unless
otherwise indicated, each such person is a citizen of the United States,
uses his or her business address as the principal address and has held his
or her present position as set forth below for the past five years.
Directors of FleetBoston are so noted.
<TABLE>
<CAPTION>
Name and Citizen- Principal Address Position with FleetBoston;
ship Present Principal Occupation or Employment;
Material Positions Held During the Past Five Years
<S> <C> <C>
Terrence Murray One Federal Street, Boston, Chairman, Chief Executive Officer and Director of
Massachusetts 02110. FleetBoston. President and Chief Executive Officer from
1995 to December, 1996 and Chairman, President and Chief
Executive Officer from 1989 to 1995. Director of A.T.
Cross Company, Allmerica Financial Corporation and CVS Corporation.
Charles K. Gifford One Federal Street, Boston, President, Chief Operating Officer and Director of
Massachusetts 02110. FleetBoston. Chairman and Chief Executive Officer of Bank
Boston from 1997 to October, 1999, Chief Executive
Officer from 1996 to 1997 and Chairman, President and
Chief Executive Officer from 1995 to 1996. Director of
BankBoston Corporation ("BankBoston") from 1987 to
October, 1999. Director of Massachusetts Mutual Life
Insurance Company and NSTAR.
Robert J. Higgins One Federal Street, Boston, President of Commercial and Retail Banking and Director of
Massachusetts 02110. FleetBoston. President and Chief Operating Officer from 1997
to October 1999 and Vice Chairman from 1993 to 1997.
Henrique C. Meirelles One Federal Street, Boston, President of Global Banking and Financial Services and
Brazil Massachusetts 02110. Director of FleetBoston. President and Chief Operating
Officer of BankBoston from 1996 to October 1999 and
Regional Manager in Brazil from 1984 to 1996. Director of
BankBoston from 1996 to October 1999. Director of Best
Foods, Inc., Champion International Corporation, Raytheon
Company and Accion International, Inc.
David L. Eyles 777 Main Street, Hartford, Vice Chairman and Chief Credit Officer of FleetBoston.
Connecticut 06115
Paul F. Hogan One Federal Street, Boston, Vice Chairman, Corporate and Investment Banking, of
Massachusetts 02110. FleetBoston. Executive Vice President, Corporate Relation-
ship Banking of BankBoston from 1995 to 1996, Vice
Chairman, Corporate Banking, from 1996 to 1997 and Vice
Chairman, Wholesale Banking, from 1997 to October 1999.
Peter J. Manning One Federal Street, Boston, Vice Chairman of FleetBoston. Executive Director, Mergers
Massachusetts 02110. and Acquisitions, of BankBoston from 1993 to 1996 and
Executive Vice President, Merger and Acquisitions, from
1996 to October 1999.
Eugene M. McQuade One Federal Street, Boston, Vice Chairman and Chief Financial Officer of FleetBoston.
Massachusetts 02110. Executive Vice President from 1993 to 1997.
H. Jay Sarles 100 Federal Street, Boston, Vice Chairman, National Financial Services, and Chief
Massachusetts 02110. Administrative Officer of FleetBoston. Chairman of Fleet
Bank, N.A. in 1996 and Chief Administrative Officer of
Fleet Boston in 1997.
Joseph Smialowski 100 Federal Street, Boston, Vice Chairman, Technology and Operations, of FleetBoston.
Massachusetts 02110. Executive Vice President, Technology and Operations, of
BankBoston from 1998 to October 1999. Senior Vice
President and Chief Information Officer of Sears, Roebuck &
Co. from 1993 to 1998.
Bradford H. Warner One Federal Street, Boston, Vice Chairman, Investment Services, of FleetBoston. Group
Massachusetts 02110. Executive, Global Treasury, of BankBoston from 1995 to
1996, Executive Vice President, Global Capital Markets,
from 1996 to 1998 and Vice Chairman, Regional Banking,
from 1998 to October 1999.
Brian T. Moynihan 100 Federal Street, Boston, Executive Vice President of FleetBoston. Senior Vice
Massachusetts 02110. President from 1998 to October 1999.
William C. Mutterperl One Federal Street, Boston, Executive Vice President, General Counsel and Secretary of
Massachusetts 02110. FleetBoston.
M. Anne Szostak One Federal Street, Boston, Executive Vice President of FleetBoston. Senior Vice
Massachusetts 02110. President from 1994 to 1998.
Erich Schumann 100 Federal Street, Boston, Senior Vice President and Chief Accounting Officer of
Germany Massachusetts 02110. FleetBoston. Chief Administrative Officer of BankBoston's
Brazilian operations from 1994 to 1997. Executive
Director, Finance of BankBoston from 1997 to 1998 and
Executive Vice President, Finance from 1998 to October
1999.
Robert C. Lamb, Jr. One Federal Street, Boston, Controller of FleetBoston.
Massachusetts 02110.
Joel B. Alvord 75 Federal Street, Director. President and Managing Partner of Shawmut
18th Floor Capital Partners, Inc. Chairman of Fleet Boston from 1995
Boston, Massachusetts to December, 1996. Chief Executive Officer of Shawmut
02110. National Corporation from 1988 to 1995. Director of HSB
Group, Inc. and Cuno Incorporated.
William Barnet, III P.O. Box 131, Arcadia, Director. President and Chief Executive Officer of William
South Carolina 29320. Barnet & Son, Inc.
Daniel P. Burnham 141 Spring Street, Director. Chairman and Chief Executive Officer of Raytheon
Lexington, Massachusetts Company. President and Chief Executive Officer of Raytheon
02421. from December 1998 to August 1999, and President and
Chief Operating Officer from July 1998 to December
1998. Vice Chairman of Allied Signal, Inc. from 1997 to
July 1998 and President of Allied Signal Aerospace from
1992 to 1997. Director of BankBoston from April 1999 to
October 1999. Director of Raytheon Company.
Paul J. Choquette, Jr. Seven Jackson Walkway, Director. Chairman and Chief Executive Officer of Gilbane
Providence, Rhode Island Building Company. President and Director of Gilbane
02903. Building Company since 1981. Director of Carlisle Companies,
Inc. and Eastern Utilities Associates.
John T. Collins 60 State Street, Suite 700, Director. Chairman and Chief Executive Officer of The
Boston Massachusetts Collins Group, Inc. Director of Joan Fabrics, Inc.
02109.
William F. Connell One International Place, Director. Chairman and Chief Executive Officer of Connell
31st Floor, Boston, Limited Partnership. Director of BankBoston from 1993 to
Massachussets 02110. October 1999. Director of Harcourt General, Inc. and
Liberty Financial Companies, Inc.
Gary L. Countryman 175 Berkely Street, Boston, Director. Chairman of Liberty Mutual Insurance Company.
Massachusetts 02117. Chief Executive Officer of Liberty Mutual from 1987 to
1998. Director of BankBoston from 1982 to October 1999.
Director of NSTAR, Liberty Financial Companies, Inc.,
Harcourt General, Inc., Unisource Worldwide, Inc., and Gulf
Canada Resources.
Alice F. Emerson One Coolidge Road, Director. Senior Advisor of the Andrew W. Mellon Founda-
Arlington, Massachusetts tion and President Emerita of Wheaton College, Norton,
02476. Massachusetts. Senior Fellow, The Andrew W. Mellon
Residential Address Foundation from 1991 to 1998. Director of BankBoston
from 1977 to October 1999. Director of Eastman Kodak
Company, Champion International Corporation and AES
Corporation.
James F. Hardymon 333 West Vine Street, Suite Director. Retired Chairman and Chief Executive Officer of
300, Lexington, Kentucky Textron Inc. Chairman of Textron from 1993 to Januaury
40507. 1999 and Chief Executive Officer from 1992 until 1999.
Director of Air Products & Chemicals, Inc., Schneider
Electric, S.A., American Standard Companies, Inc., Lexmark
International, Inc., Circuit City Stores, Inc., and Champion
ship Auto Racing Teams, Inc.
Marian L. Heard 47 Hopewell Farm Road, Director. President and Chief Executive Officer of United
Natick, Massachusetts Way of Massachusetts Bay. Director of CVS Corporation
01760. and Liberty Financial Companies, Inc.
Residential Address
Robert M. Kavner 20680 Leonard Road, Sarato Director. Vice Chairman of Bill Gross' Idealab!. President,
ga, California 95070. Chief Executive Officer and Director of On Command Corp.
from 1996 to 1998. Executive of Creative Artists Agency,
Inc. and Managing Director of Kavner & Associates from
1994 to 1996. Director of Earthlink Networks, Inc.,
Ticketmaster Online-CitySearch, Inc., GoTo.com, Inc. and
Jupiter Communications.
Thomas J. May 800 Boylston Street, Director. Chairman and Chief Executive Officer of NSTAR
Boston, Massachusetts and its principal operating companies (Boston Edison,
02199. ComElectric, ComGas and Cambridge Electric). Chairman
and Chief Executive Officer of Boston Edison Company
from 1994 to 1999 and President from 1995 to 1999.
Director of BankBoston from 1994 to October 1999.
Director of NSTAR, Liberty Financial Companies, Inc.,
New England Business Services, Inc. and RCN Corporation.
Donald F. McHenry 1320 19th Street, N.W. Director. University Research Professor of Diplomacy and
Suite 410, Washington, D.C. International Relations of Georgetown University and
20036. President of the IRC Group. Director of BankBoston from
1981 to October 1999. Director of AT&T Corp., The Coca-
Cola Company, International Paper Company and
SmithKline Beecham, PLC.
Michael B. Picotte 20 Corporate Woods Blvd, Director. President and Chief Executive Officer of the
Albany, NY 12211. Picotte Companies.
Thomas R. Piper Harvard Business School, Director. Lawrence E. Fouraker Professor of Business
Morgan Hall 493, Soldiers Administration of Harvard University Graduate School of
Field, Boston, Massachu Business Administration. Director of BankBoston from
setts 02163. 1996 to October 1999.
Thomas C. Quick 26 Broadway, New York, President and Chief Operating Officer of Quick &
New York 10004. Reilly/Fleet Securities, Inc. President of Quick & Reilly,
Inc., from 1985 to 1996.
Francene S. Rogers 928 Commonwealth Ave- Director. Chief Executive Officer of WFD, Inc. Director
nue, Boston Massachusetts of BankBoston from 1997 to October 1999.
02215.
John W. Rowe 10 South Dearborn Street, Director. Chairman, President and Chief Executive Officer
37th Floor, Chicago, of Unicom Corp. and Commonwealth Edison Company.
Illinois 60690. President and Chief Executive Officer of New England
Electric System from 1989 to 1998. Director of
BankBoston from 1989 to October, 1999. Director of
Unicom Corp., UNUM Provident Corporation, Common
wealth Edison Company and Wisconsin Central Transpor-
tation Co.
Thomas M. Ryan One CVS Drive, Director. President and Chief Executive Officer of CVS
Woonsocket, Rhode Island Corporation. President and Chief Executive Officer of
02895. CVS Corporation from 1998 to 1999, President and Chief
Executive Officer of CVS Pharmacy, Inc. from 1994 to
1998. Director of CVS Corporation and Reebok Interna-
tional, Ltd.
Paul R. Tregurtha Three Landmark Square, Director. Chairman and Chief Executive Officer of
Stamford Connecticut Mormac Marine Group, Inc. and Chairman of Moran
06901. Transportation Company. Chairman of Moran Transpor-
tation Company from 1994 to 1999. Director of FPL
Group, Inc., Alliance Resource Management GP, LLC and
Teachers Insurance and Annuity Association.
</TABLE>
