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 BROADHOLLOW 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 preliminar
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. 23 (this "Amendment No. 23") 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:
On September 26, 2000, North Fork issued a press release. A copy of the press release is filed herewith as Exhibit (a)(32) and the information set forth in the press release is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented as follows:
(a)(32) Text of press release issued by North Fork on September 26, 2000
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: September 27, 2000
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy ---------------------------------- Name: Daniel M. Healy Title: Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------- ------------ (a)(32) Text of press release issued by North Fork on September 26, 2000 |
Exhibit (a)(32)
CONTACT: DANIEL M. HEALY ROBERT SIEGFRIED
EXECUTIVE VICE PRESIDENT KEKST AND COMPANY
CHIEF FINANCIAL OFFICER 212-521-4800
(631) 844-1258
FOR IMMEDIATE RELEASE
NORTH FORK DEFERS DECISION ON
DIME EXCHANGE OFFER
MELVILLE, N.Y. - SEPTEMBER 26, 2000 - NORTH FORK BANCORPORATION, INC. (NYSE:NFB) announced today that it had planned, at its regularly scheduled Board of Directors meeting today, to consider terminating or extending its pending exchange offer to acquire Dime Bancorp, Inc., which is currently scheduled to expire on September 29, 2000. However, the North Fork Board decided to defer consideration of these matters because it learned yesterday that the Board of Governors of the Federal Reserve System was scheduled to consider North Fork's application to acquire Dime at its meeting tomorrow, September 27, 2000. The Board of Directors of North Fork plans to reconvene on September 28, 2000 at 4:30 p.m. to continue its deliberations.
* * * * *
Investors and security holders are advised to read North Fork's registration statement and tender offer statement with respect to its exchange offer for Dime common stock, and any amendments or supplements to each of these documents (when they become available), because each of these documents contains, or will contain, important information. Investors and security holders may obtain a free copy of the exchange offer registration statement, the tender offer statement, any amendments or supplements to any of such documents (when they become available), and any other documents filed by North Fork with the SEC, at the SEC's Internet web site at www.sec.gov. Each of these documents may also be obtained free of charge by overnight mail or direct electronic transmission by calling North Fork's information agent, D.F. King & Co., Inc. toll-free at 1-800-755-7250.