-----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, ASUGJdcjbJw/QxLVPHQ0SMizvtJJbygBLM2Wq8Xr1jP8rVFJrAox3GLa3m2zZ7U+ DAYR0KioQr1QcAxIhIqnIw== 0000903423-00-000286.txt : 20000523 0000903423-00-000286.hdr.sgml : 20000523 ACCESSION NUMBER: 0000903423-00-000286 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000522 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/A SEC ACT: SEC FILE NUMBER: 005-48389 FILM NUMBER: 641023 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: FLEET BOSTON CORP CENTRAL INDEX KEY: 0000050341 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 050341324 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6173464000 MAIL ADDRESS: STREET 1: ONE FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FLEET NORSTAR FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920525 FORMER COMPANY: FORMER CONFORMED NAME: FLEET FINANCIAL GROUP INC DATE OF NAME CHANGE: 19880110 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL NATIONAL CORP DATE OF NAME CHANGE: 19820512 SC TO-T/A 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 (AMENDMENT NO. 13) ----------------- DIME BANCORP, INC. (Name of Subject Company (Issuer)) FLEET BOSTON CORPORATION (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) ----------------- William C. Mutterperl, Esq. Executive Vice President, Secretary and General Counsel Fleet Boston Corporation One Federal Street Boston, Massachusetts 02110 (617) 346-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Person) Copy to: Robert L. Tortoriello, Esq. David Leinwand, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza 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. 13 (this "Amendment No. 13") 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. FleetBoston disclaims that it is a "bidder" in the Offer. ITEM 12 EXHIBITS. Item 12 is hereby amended and supplemented as follows: (a)(22) Text of press release issued by FleetBoston, dated May 17, 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: May 22, 2000 FLEET BOSTON CORPORATION By: /s/ Drew J. Pfirrman ----------------------------- Name: Drew J. Pfirrman Title: Assistant Secretary EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION (a)(22) Text of press release issued by FleetBoston, dated May 17, 2000. EX-99.(A)(22) 2 FleetBoston Statement Regarding North Fork Conference Call BOSTON--(BUSINESS WIRE)--May 17, 2000--In response to North Fork's conference call today, FleetBoston issued the following statement from Eugene M. McQuade, vice chairman and chief financial officer. "We continue to support North Fork in its tender offer for The Dime Savings Bank. The agreement we have with North Fork to provide $250 million of financing and to purchase 17 branches, if they are successful in their acquisition of Dime, remains intact. We believe it's now in the best interest of all involved for Dime and North Fork to reach a conclusion in this matter." FleetBoston Financial is the eighth-largest financial holding company in the United States. An $187 billion diversified financial services company, it offers a comprehensive array of innovative financial solutions to 20 million customers in more than 20 countries and territories. Among the company's key lines of business are: retail banking, with over 1,250 branches and over 3,400 ATMs in the Northeast; commercial banking, including capital markets/investment banking and commercial finance; investment services, including discount brokerage; and full-service banking through more than 250 offices in Latin America. FleetBoston Financial is headquartered in Boston and listed on the New York Stock Exchange (NYSE: FBF) and the Boston Stock Exchange (BSE: FBF). CONTACT: FleetBoston Financial Media: Alison Gibbs, 617/434-2489 or Investors: John Kahwaty, 617/434-3650 -----END PRIVACY-ENHANCED MESSAGE-----