-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NTOs34bB8idX5GGJ0zhoPE99Ijm4pntxgTS21ImftffWgKXTeVw9IZ0E+fzA1fvG AdzD0LQMG8O0OXv2SP2O0w== 0000950172-00-000573.txt : 20000316 0000950172-00-000573.hdr.sgml : 20000316 ACCESSION NUMBER: 0000950172-00-000573 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIME BANCORP INC CENTRAL INDEX KEY: 0000919568 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113197414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: SEC FILE NUMBER: 005-48389 FILM NUMBER: 570891 BUSINESS ADDRESS: STREET 1: 589 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123266170 MAIL ADDRESS: STREET 1: 589 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6318441004 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 SC TO-T 1 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 EX-99 2 EXHIBIT (I)(1) - INFORMATION CONCERNING THE MEMBERS OF THE BOARD 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.
Name and Citizen- Principal Address Position with FleetBoston; ship Present Principal Occupation or Employment; Material Positions Held During the Past Five Years 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.
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