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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. 13)
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DIME BANCORP, INC.
(Name of Subject Company (Issuer))
FLEET BOSTON CORPORATION
(Name of Filing Person (Offeror))
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COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
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00025429 Q1
(CUSIP Number of Class of Securities)
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William C. Mutterperl, Esq.
Executive Vice President, Secretary and General Counsel
Fleet Boston Corporation
One Federal Street
Boston, Massachusetts 02110
(617) 346-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Person)
Copy to:
Robert L. Tortoriello, Esq.
David Leinwand, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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[ ] 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: [ ]
<PAGE>
This Amendment No. 13 (this "Amendment No. 13") 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.
FleetBoston disclaims that it is a "bidder" in the Offer.
ITEM 12 EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(22) Text of press release issued by FleetBoston, dated May 17, 2000.
<PAGE>
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 22, 2000
FLEET BOSTON CORPORATION
By: /s/ Drew J. Pfirrman
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Name: Drew J. Pfirrman
Title: Assistant Secretary
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(a)(22) Text of press release issued by FleetBoston, dated May 17, 2000.
FleetBoston Statement Regarding North Fork Conference Call
BOSTON--(BUSINESS WIRE)--May 17, 2000--In response to North Fork's
conference call today, FleetBoston issued the following statement from Eugene M.
McQuade, vice chairman and chief financial officer.
"We continue to support North Fork in its tender offer for The Dime
Savings Bank. The agreement we have with North Fork to provide $250 million of
financing and to purchase 17 branches, if they are successful in their
acquisition of Dime, remains intact. We believe it's now in the best interest of
all involved for Dime and North Fork to reach a conclusion in this matter."
FleetBoston Financial is the eighth-largest financial holding company
in the United States. An $187 billion diversified financial services company, it
offers a comprehensive array of innovative financial solutions to 20 million
customers in more than 20 countries and territories. Among the company's key
lines of business are: retail banking, with over 1,250 branches and over 3,400
ATMs in the Northeast; commercial banking, including capital markets/investment
banking and commercial finance; investment services, including discount
brokerage; and full-service banking through more than 250 offices in Latin
America. FleetBoston Financial is headquartered in Boston and listed on the New
York Stock Exchange (NYSE: FBF) and the Boston Stock Exchange (BSE: FBF).
CONTACT: FleetBoston Financial
Media:
Alison Gibbs, 617/434-2489
or
Investors:
John Kahwaty, 617/434-3650
