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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. 4)
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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
[ ] 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:
[ ] 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. 4 (this "Amendment No. 4") 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.
All of the information in the Prospectus and the related Letter
of Transmittal, and any revised prospectus, prospectus supplement or other
amendment or supplement thereto relating 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 the Schedule
TO.
FleetBoston is a Filing Person for purposes of the 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 the 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 the 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) to the Schedule TO and Items 3, 5, 6, 7 and 8
of the Schedule TO.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREE-
MENTS.
Item 5 of the Schedule TO is hereby amended and supplemented as
follows:
Fleet National Bank (formerly known as BankBoston, N.A., which
itself was formerly known as The First National Bank of Boston), a
subsidiary of FleetBoston, is currently the named transfer agent and
registrar for the Dime Shares and named rights agent under Dime's
stockholder protection rights agreement. However, the rights and
obligations under these contracts have been assumed by EquiServe, L.P.,
which is 25% owned by FleetBoston.
FleetBoston and its subsidiaries and Dime are currently
participants in a number of lending syndicates with various borrowers where
the loan documents contain customary agreements among syndicate members.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented
as follows:
On March 27, 2000, North Fork issued a press release announcing
that it may be prepared to increase and/or change the mix of stock and cash
in the North Fork Offer, that it would welcome an opportunity to meet with
Dime management and members of Dime's Board of Directors in order to
provide them with an opportunity to convince North Fork that Dime's
earnings potential is greater than estimated by North Fork, and that this
process would serve as a basis for North Fork's consideration of both
increasing and possibly changing the mix of stock and cash in the North
Fork Offer. A copy of the press release is filed herewith as Exhibit
(a)(13) and the information set forth in the press release is incorporated
by reference.
On March 28, 2000, North Fork mailed definitive additional
proxy materials together with a letter to stockholders and a copy of the
Prospectus. The definitive additional proxy materials and the letter to
stockholders are annexed to the Schedule TO as Exhibits (a)(15) and
(a)(16), respectively.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(13) Text of press release issued by North Fork, dated March 27, 2000.
(a)(14) Preliminary Prospectus, dated March 27, 2000, relating to North
Fork Shares to be issued in the Offer (incorporated by reference
from Amendment No. 1 to North Fork's Registration Statement
on Form S-4 filed on March 28, 2000).
(a)(15) Definitive Additional Proxy Materials of North Fork, dated
March 27, 2000, relating to the special meeting of stockholders
of Dime to be held on May 17, 2000 (incorporated by reference
to North Fork's Definitive Additional Proxy Materials filed on
Schedule 14A on March 28, 2000).
(a)(16) Letter to Dime stockholders, dated March 28, 2000,
(incorporated by reference to North Fork's Definitive
Additional Proxy Materials filed on Schedule 14A on March 28,
2000).
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 28, 2000
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
-----------------------------------
Name: Daniel M. Healy
Title: Executive Vice President and
Chief Financial Officer
FLEET BOSTON CORPORATION
By: /s/ William C. Mutterperl
----------------------------------
Name: William C. Mutterperl
Title: Executive Vice President,
Secretary and General Counsel
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(13) Text of press release issued by North Fork, dated March 27, 2000.
(a)(14) Preliminary Prospectus, dated March 27, 2000, relating to North
Fork Shares to be issued in the Offer (incorporated by
reference from Amendment No. 1 to North Fork's
Registration Statement on Form S-4 filed on March 28, 2000).
(a)(15) Definitive Additional Proxy Materials of North Fork, dated
March 27, 2000, relating to the special meeting of stockholders
of Dime to be held on May 17, 2000 (incorporated by reference
to North Fork's Definitive Additional Proxy Materials filed on
Schedule 14A on March 28, 2000).
(a)(16) Letter to Dime stockholders, dated March 28, 2000,
(incorporated by reference to North Fork's Definitive
Additional Proxy Materials filed on Schedule 14A on March 28,
2000).
Exhibit (a)(13)
FOR IMMEDIATE RELEASE INVESTOR: DANIEL M. HEALY
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
516-844-1258
PRESS: KEKST AND COMPANY
VICTORIA WELD
JEREMY FIELDING
212-521-4800
MELVILLE, N.Y. - March 27, 2000 - North Fork Bancorporation, Inc.
(NYSE:NFB) announced today that it may be prepared to increase and/or
change the mix of stock and cash in its offer for Dime Bancorp, Inc. John
Adam Kanas, Chairman, President and Chief Executive Officer of North Fork
stated: "We would welcome an opportunity to meet with Dime management and
members of its Board of Directors in order to provide them with an
opportunity to convince us that Dime's earnings potential is greater than
we estimate. This process would serve as a basis for our consideration of
both increasing and possibly changing the mix of our stated offer. We
extend this offer in good faith and look forward to a favorable response
from them."
North Fork added it would enter into discussions with Dime only with the
consent of Hudson United Bancorp. As previously reported, Dime's merger
agreement with Hudson United currently prohibits Dime from entering into
discussions with third parties, including North Fork, concerning
acquisition transactions. Mr. Kanas stated: "I intend to contact Ken
Neilson, Hudson's Chief Executive, promptly to seek to obtain Hudson
United's consent to allow us to enter into discussions with Dime."
Investors and security holders are advised to read North Fork's proxy
statement with respect to North Fork's solicitation of proxies against the
proposed Dime/Hudson merger and North Fork's registration statement with
respect to its exchange offer for Dime common stock, each as filed with the
Securities and Exchange Commission, and any amendments or supplements to
either of them, because each of these documents contains important
information. Investors and security holders may obtain a free copy of the
proxy statement, the exchange offer registration statement and other
documents filed by North Fork with the SEC at the SEC's Internet web site
at www.sec.gov. The proxy statement, the exchange offer registration
statement and such other documents may also be obtained free of charge by
overnight mail or direct electronic transmission by calling North Fork's
proxy solicitor, D.F. King & Co., Inc., toll-free at 1-800-755-7250.
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