-----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, WvPJPXORHNv9FTVoC4OVsdvxq+6e+J5Pi9U0gG0tfFmqEqlP3S4YmXI8FC4CZa1V ALBYjR+kjBfQVHTInn6QPw== /in/edgar/work/0000950172-00-001666/0000950172-00-001666.txt : 20000929 0000950172-00-001666.hdr.sgml : 20000929 ACCESSION NUMBER: 0000950172-00-001666 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIME BANCORP INC CENTRAL INDEX KEY: 0000919568 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 113197414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-48389 FILM NUMBER: 729516 BUSINESS ADDRESS: STREET 1: 589 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123266170 MAIL ADDRESS: STREET 1: 589 FIFTH AVE 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: [6022 ] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A 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/A 1 0001.txt SC TO-T - AMENDMENT NO. 23 --------------------------- 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. 23) --------------------------- 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 EX-99 2 0002.txt EXHIBIT (A)(32) - PRESS RELEASE 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. -----END PRIVACY-ENHANCED MESSAGE-----