-----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, WCd1hiFcvXtJIBaNiQM5NWUn+DLiHNdEAd7xYu6S5ALRy8hNrq12ZvwiLrEmAXN1 JvEIcKwPvEvUwEdn4r/j5g== /in/edgar/work/0000950172-00-001683/0000950172-00-001683.txt : 20001003 0000950172-00-001683.hdr.sgml : 20001003 ACCESSION NUMBER: 0000950172-00-001683 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000929 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001002 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-10458 FILM NUMBER: 733549 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 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- Date of Report (Date of Earliest Event Reported) September 29, 2000 ------------------- NORTH FORK BANCORPORATION, INC. ---------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 1-10458 36-3154608 - -------------------------- -------------------------- ---------------------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) 275 Broadhollow Road Melville, New York 11747 ------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code) (631) 844-1004 -------------------------- ITEM 5. OTHER EVENTS. On September 28, 2000, North Fork Bancorporation, Inc., a Delaware corporation ("North Fork") issued a press release announcing the termination of its offer to exchange 0.9302 shares of North Fork common stock and $2.00 in cash for each outstanding share of common stock of Dime Bancorp, Inc., a Delaware corporation. A copy of the press release is filed herewith as Exhibit 99.1 and the information set forth in the press release is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS. (c) Exhibits 99.1 Text of press release issued by North Fork on September 28, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. Dated: October 2, 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 ------ ----------- 99.1 Text of press release issued by North Fork on September 28, 2000. EX-99 2 0002.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 NORTH FORK BANCORP 275 BROADHOLLOW ROAD, MELVILLE, NY 11747 (631) 844-1258 FAX (631) 844-1471 FOR IMMEDIATE RELEASE INVESTOR: DANIEL M. HEALY - --------------------- EXECUTIVE VICE PRESIDENT CHIEF FINANCIAL OFFICER (631) 844-1258 PRESS: KEKST AND COMPANY ROBERT D. SIEGFRIED (212) 521-4800 NORTH FORK ANNOUNCES EXPIRATION OF DIME EXCHANGE OFFER, ITS COMMITMENT TO PURSUE A RECONSTITUTED DIME BOARD, A 10% COMMON SHARE REPURCHASE PROGRAM AND QUARTERLY CASH DIVIDEND MELVILLE, N.Y. - SEPTEMBER 28, 2000 - NORTH FORK BANCORPORATION, INC. (NYSE: NFB) announced today that its Board of Directors, at a reconvened board meeting, approved the following significant corporate actions: [] A decision to have the Exchange Offer for the proposed acquisition of Dime Bancorp, Inc. expire on September 29, 2000, while reaffirming its commitment to replace two-thirds of Dime's Board [] A common stock repurchase program of up to 10% of outstanding shares or approximately 17 million shares, and [] The declaration of a regular quarterly dividend of 18 cents per common share Commenting on these actions, John Adam Kanas, Chairman, President and Chief Executive Officer said, "With yesterday's approval, the Federal Reserve now joins the other regulatory agencies in clearing the path for North Fork to acquire Dime. This recent action effectively refutes Dime's allegations regarding North Fork's management, its ability to integrate both organizations, North Fork's cost savings estimates, anti-trust violations and other matters. Despite these validations and Dime shareholders' overwhelming support of our proposal to withhold authority at their most recent annual meeting, we believe that it is unlikely that the present Dime Board will engage in the constructive dialogue we have been seeking. Accordingly, we have concluded to allow the formal exchange offer to expire at this time. We are appreciative of the tremendous support demonstrated by our own shareholders during this period. We cannot, however, continue to allow the pendency of the exchange offer to impede our ability to take advantage of other value-building strategies that are eminently executable." Regarding today's buyback announcement, Kanas commented, "These measures are directed toward giving North Fork shareholders the benefit of our rapidly accumulating capital with a repurchase program that we could not have undertaken while the Dime Exchange Offer remained outstanding." With regard to the nomination of an opposition slate of Directors, North Fork affirmed its intention to continue to pursue a reconstitution of Dime's board of directors by nominating a majority of new board candidates to oppose the two classes of Dime's directors that North Fork believes must be put up for election no later than at the next annual meeting. Five of those candidates have already been announced in connection with North Fork's attempt to have Dime conduct a special meeting to fill the seats currently occupied by the directors that failed to be re-elected at Dime's annual meeting. North Fork's nominees will be committed to pursuing the sale or merger of Dime with a view toward maximizing value for Dime shareholders. North Fork also said that in light of the expiration of the exchange offer, it will be terminating its agreement with FleetBoston Financial Corp. pursuant to which Fleet would have made an equity investment in North Fork to finance the cash portion of the offer. The common stock repurchase program of up to 10% of shares outstanding will be done from time to time in open market or through private transactions, subject to market conditions. The repurchased shares will be used for general corporate purposes. At June 30, 2000, the Company's leverage ratio approximated 9%, well in excess of regulatory requirements. The quarterly cash dividend of 18 cents per share is payable on November 15, 2000 to shareholders of record on October 26, 2000. North Fork, with total assets of approximately $15 billion, operates 154 branch locations throughout the New York Metropolitan area and Connecticut. * * * * * Investors and security holders are advised to read North Fork's proxy statement (when it becomes available) with respect to the persons nominated by North Fork to serve on the Dime board of directors in the event that a special meeting of Dime stockholders is called by Dime for the purpose of electing directors to the Dime board of directors. Investors and security holders may obtain a free copy of the proxy statement (when it becomes available), any amendments or supplements thereto (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. Copies 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., toll-free at 1-800-755-7250. North Fork, its directors and executive officers and the persons nominated by North Fork to serve on the Dime board of directors 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 on August 10, 2000 by North Fork with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----