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
(AMENDMENT NO. 1)
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:
(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. 1 (this "Amendment No. 1") amends and supplements
the Tender Offer Statement on Schedule TO, dated March 15, 2000 (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
which was annexed to the Schedule TO as Exhibit (a)(1).
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 were annexed to the Schedule TO as Exhibits
(a)(1) and (a)(2).
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 the Schedule TO.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(10) Summary advertisement published on March 16, 2000 in the Wall
Street Journal.
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 16, 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)(10) Summary advertisement published on March 16, 2000 in the
Wall Street Journal.
Exhibit (a)(10)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell any Shares. The Offer is made solely by the preliminary
prospectus dated March 14, 2000, as such preliminary prospectus may be
amended or supplemented, and the related Letter of Transmittal, and is
being made to all holders of Shares. The Offer is not being made to (nor
will tenders be accepted from or on behalf of) holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance thereof
would not be in compliance with the laws of such jurisdiction or any
administrative or judicial action pursuant thereto. In any jurisdiction
where securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf
of North Fork Bancorporation, Inc. by Salomon Smith Barney Inc. and Sandler
O'Neill & Partners, L.P. or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO EXCHANGE
EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
DIME BANCORP, INC.
FOR
0.9302 SHARES OF COMMON STOCK
OF
NORTH FORK BANCORPORATION, INC.
AND
$2.00 NET TO THE SELLER IN CASH
North Fork Bancorporation, Inc., a Delaware corporation ("North
Fork"), is offering to exchange each outstanding share of Common Stock, par
value $0.01 per share (the "Shares"), of Dime Bancorp, Inc., a Delaware
corporation ("Dime"), for 0.9302 shares of Common Stock, par value $0.01
per share ("North Fork Common Stock"), of North Fork and $2.00 net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the preliminary prospectus dated March 14, 2000 (as
such preliminary prospectus may be amended or supplemented, the
"Prospectus") and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, APRIL 14, 2000, UNLESS THE OFFER IS EXTENDED.
The purpose of the Offer is to enable North Fork to acquire control
of, and ultimately the entire common equity interest in, Dime. North Fork
intends, promptly after consummation of the Offer, to seek to have Dime
consummate a merger with North Fork or a wholly owned subsidiary of North
Fork (the "Merger") in which each outstanding Share (except for treasury
shares of Dime and shares beneficially owned by North Fork for its own
account) would be converted into the same number of North Fork shares and
the same amount of cash per Share as is paid in the Offer, subject to
appraisal rights available under Delaware law.
The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the expiration of the Offer
that number of Shares which, together with the Shares beneficially owned by
North Fork for its own account, constitutes at least a majority of the
Shares outstanding on a fully diluted basis, (2) the stockholders of Dime
not having approved and adopted the Agreement and Plan of Merger, dated as
of September 15, 1999 as amended and restated on December 27, 1999 (the
"Hudson United Merger Agreement"), between Dime and Hudson United Bancorp,
a New Jersey corporation ("Hudson United") in satisfaction of Section 251
of the Delaware General Corporation Law ("DGCL"), (3) North Fork being
satisfied, in its reasonable judgment, that the Hudson United Merger
Agreement has been validly terminated, and Dime having entered into a
definitive merger agreement with North Fork to provide for the acquisition
of Dime pursuant to the Offer and the Merger, (4) approval of the issuance
of shares of North Fork Common Stock pursuant to the Offer and the Merger
by the requisite vote of holders of North Fork Common Stock under
applicable New York Stock Exchange rules, (5) North Fork being satisfied,
in its reasonable judgment, that the Dime Stockholder Protection Rights
Agreement is inapplicable to the Offer and the Merger, (6) North Fork being
satisfied, in its reasonable judgment, that the provisions of Section 203
of the DGCL are inapplicable to the Offer and the Merger, (7) all
regulatory approvals required to consummate the Offer having been obtained
and remaining in full force and effect without the imposition of any
condition or restriction that would be materially adverse to North Fork and
Dime on a combined basis, and all statutory waiting periods in respect
thereof having expired, (8) North Fork being satisfied, in its reasonable
judgment, that the Stock Option Agreement, dated as of September 16, 1999,
between Hudson United and Dime has been validly terminated and that the
option issued by Dime to Hudson United thereunder has been surrendered to
Dime for an amount not to exceed $50 million in cash, and (9) the other
conditions to the Offer, as set forth in the Prospectus, having been
satisfied or waived, as specified therein.
North Fork expressly reserves the right, in its sole discretion, at
any time and from time to time, to extend the period of time during which
the Offer is open and thereby delay acceptance for exchange of, and the
exchange of, any Shares, by giving notice of such extension to First
Chicago Trust Company of New York (the "Exchange Agent"). North Fork
currently intends to extend the Offer until all conditions to the Offer
have been satisfied or waived. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer,
subject to the right of a tendering stockholder to withdraw such
stockholder's Shares. Subject to the applicable regulations of the
Securities and Exchange Commission, North Fork also expressly reserves the
right, in its sole discretion, at any time or from time to time, (i) to
delay acceptance for exchange of, or, regardless of whether such Shares
were theretofore accepted for exchange, exchange any Shares pursuant to the
Offer, (ii) to terminate the Offer and not accept for exchange or exchange
any Shares not theretofore accepted for exchange upon the failure of any
condition of the Offer referred to in the Prospectus under "The Offer--
Conditions of Our Offer" to be satisfied, and (iii) to waive any condition
(other than the regulatory approvals condition, the North Fork stockholder
approval condition and the conditions relating to the absence of an
injunction and the effectiveness of the registration statement relating to
the Prospectus) or otherwise amend the Offer in any respect, in each case,
by giving notice of such delay, termination, waiver or amendment to the
Exchange Agent and, other than in the case of any such waiver, by making a
public announcement thereof. Any such extension, delay, termination or
amendment will be followed as promptly as practicable by a public
announcement thereof, and such announcement in the case of an extension
will be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled date on which the Offer was to
expire.
For purposes of the Offer, North Fork will be deemed to have accepted
for exchange, and thereby exchanged, Shares properly tendered to North Fork
and not withdrawn if, as and when North Fork gives notice to the Exchange
Agent of North Fork's acceptance for exchange of such Shares pursuant to
the Offer. The Exchange Agent will deliver North Fork Common Stock and cash
in exchange for Shares pursuant to the Offer and cash instead of fractional
shares of North Fork Common Stock as soon as practicable after receipt of
such notice. The Exchange Agent will act as agent for tendering
stockholders for the purpose of receiving North Fork Common Stock and cash
from North Fork and transmitting such North Fork Common Stock and cash to
validly tendering stockholders. In all cases, the exchange of Shares
accepted for exchange pursuant to the Offer will be made only after timely
receipt by the Exchange Agent of (i) certificates for such Shares
("Certificates") or a confirmation of a book-entry transfer of such Shares
into the Exchange Agent's account at The Depository Trust Company ("DTC"),
(ii) a Letter of Transmittal (or facsimile thereof), properly completed and
duly executed, with any required signature guarantees, or, in the case of a
book-entry transfer, an agent's message (as defined in the Prospectus), and
(iii) any other documents required by the Letter of Transmittal. Under no
circumstances will interest be paid on the cash to be paid by North Fork
for such Shares, regardless of any extension of the Offer or any delay in
making such payment.
If any tendered Shares are not accepted for exchange or exchanged
pursuant to the Offer for any reason, or if Certificates are submitted
representing more Shares than are tendered, Certificates representing
unexchanged or untendered Shares will be returned to the tendering
stockholder (or, in the case of Shares tendered by book-entry transfer into
the Exchange Agent's account at DTC pursuant to the procedures set forth in
of the Prospectus under "The Offer--Procedure for Tendering," such Shares
will be credited to an account maintained within DTC), as soon as
practicable following the expiration or termination of the Offer.
Except as otherwise provided below, tenders of Shares made pursuant to
the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to 12:00 Midnight, New York City time, on
Friday, April 14, 2000 and, unless theretofore accepted for exchange
pursuant to the Offer, may also be withdrawn at any time after May 16,
2000, or such later time as may apply if the Offer is extended. For a
withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Exchange
Agent at one of its addresses set forth on the back cover of the Prospectus
and must specify the name of the person having tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of the Shares to be withdrawn, if different from the name
of the person who tendered the Shares. The signature(s) on the notice of
withdrawal must be guaranteed by a financial institution (including most
banks, savings and loan associations and brokerage houses) that is a
participant in the Securities Transfer Agents Medallion Program (an
"Eligible Institution") unless such Shares have been tendered for the
account of any Eligible Institution. If Shares have been tendered pursuant
to the procedures for book-entry transfer set forth in the Prospectus under
"The Offer--Procedure for Tendering," any notice of withdrawal must specify
the name and number of the account at DTC to be credited with the withdrawn
Shares and otherwise comply with DTC's procedures. Withdrawals of tenders
of Shares may not be rescinded, and any Shares properly withdrawn will
thereafter be deemed not validly tendered for purposes of the Offer.
However, withdrawn Shares may be retendered by again following one of the
procedures described in the Prospectus under "The Offer u Procedure for
Tendering" at any time prior to the expiration date of the Offer. All
questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be
determined by North Fork, in its sole discretion, which determination will
be final and binding. Neither North Fork, the Exchange Agent, the
Information Agent, the Co-Dealer Managers nor any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal or will incur any liability for failure to give any
such notification.
North Fork may, although it does not currently intend to, elect to
provide a subsequent offering period of three to 20 business days after the
acceptance of Shares in the Offer if the requirements under Rule 14d-11 of
the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act") have been met. Holders of Shares will
not have the right to withdraw Shares tendered in the subsequent offering
period, if any.
The information required to be disclosed by Rule 14d-6(e)(1)(vii)
under the Exchange Act is contained in the Prospectus and is incorporated
herein by reference.
Requests have been made to Dime pursuant to Rule 14d-5 under the
Exchange Act for use of Dime's stockholder list and security position
listings for purposes of disseminating the Offer to holders of Shares, and
Dime has elected to deliver our materials related to the Offer.
Accordingly, Dime will mail the Prospectus, the related Letter of
Transmittal and other relevant materials to record holders of Shares and
will furnish the Prospectus, the related Letter of Transmittal and other
relevant materials to brokers, dealers, commercial banks, trust companies
and similar persons whose names, or the names of whose nominees, appear on
the stockholder list, or who are listed as participants in a clearing
agency's security position listing, for subsequent transmittal to
beneficial owners of Shares.
THE PROSPECTUS AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the
Information Agent or to the Co-Dealer Managers at their respective
addresses and telephone numbers set forth below. Copies of the Prospectus,
Letter of Transmittal and other exchange offer materials may be obtained at
North Fork's expense from the Information Agent at the telephone numbers
and address listed below, or from brokers, dealers, commercial banks and
trust companies. North Fork will not pay any fees or commissions to any
broker or dealer or other person (other than the Information Agent and the
Co-Dealer Managers) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
CALL TOLL-FREE: 1-800-755-7250
Banks and Brokers call collect: 1-212-269-5550
The Co-Dealer Managers for the Offer are:
SALOMON SMITH BARNEY SANDLER O'NEILL &
388 Greenwich Street PARTNERS, L.P.
New York, New York 10013 Two World Trade Center
Call Toll-Free (877) 416-3946 New York, New York 10048
(212) 466-7700
March 16, 2000
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 United 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, 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 D.F. King & Co., Inc. toll-free at 1-800-755-7250.
North Fork, its directors and executive officers and certain other persons
may be deemed to be "participants" in North Fork's solicitation of proxies
from Dime stockholders. A detailed list of the names, affiliations and
interests of the participants in the solicitation is contained in a
statement on Schedule 14A filed March 7, 2000 by North Fork with the
Securities and Exchange Commission.
