-----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, SBdcGUAbfo/fHrsxlOowG6/PozCJj/SLlvKUeti00b06Vo2KD+ScLVxMIdBeFngH DJ1bmWo66IwsVRNdTSzIyg== 0001005409-00-000002.txt : 20000210 0001005409-00-000002.hdr.sgml : 20000210 ACCESSION NUMBER: 0001005409-00-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIME COMMUNITY BANCSHARES INC CENTRAL INDEX KEY: 0001005409 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113297463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-48163 FILM NUMBER: 529408 BUSINESS ADDRESS: STREET 1: 209 HAVEMEYER ST STREET 2: C/O DIME SAVINGS BANK OF WILLIAMSBURGH CITY: BROOKLYN STATE: NY ZIP: 11211 BUSINESS PHONE: 7187826200 MAIL ADDRESS: STREET 1: 209 HAVEMEYER STREET CITY: BROOKLYN STATE: NY ZIP: 11211 FORMER COMPANY: FORMER CONFORMED NAME: DIME COMMUNITY BANCORP INC DATE OF NAME CHANGE: 19951227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIME COMMUNITY BANCSHARES INC CENTRAL INDEX KEY: 0001005409 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113297463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 209 HAVEMEYER ST STREET 2: C/O DIME SAVINGS BANK OF WILLIAMSBURGH CITY: BROOKLYN STATE: NY ZIP: 11211 BUSINESS PHONE: 7187826200 MAIL ADDRESS: STREET 1: 209 HAVEMEYER STREET CITY: BROOKLYN STATE: NY ZIP: 11211 FORMER COMPANY: FORMER CONFORMED NAME: DIME COMMUNITY BANCORP INC DATE OF NAME CHANGE: 19951227 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Dime Community Bancshares, Inc. - ------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------- (Title of Class of Securities) 253922-10-8 - ------------------------------------------------------------------------- (CUSIP Number) N/A ----------------------------------------------------------------- Date of Event which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which the Schedule is filed: Rule 13d-1(b) x Rule 13d-1(c) Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 253922-10-8 13G Page 2 of 6 Pages 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary) The Compensation Committee of Dime Community Bancshares, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Corporation's Compensation Committee organized in New York 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH -0- REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 1,698,986 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,698,986 10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.64% of 12,454,088 shares of Common Stock outstanding as of December 31, 1999. 12 TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 6 Pages ITEM 1(a) NAME OF ISSUER: Dime Community Bancshares, Inc. ("Company") ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 209 Havemeyer Street Brooklyn, NY 11211 ITEM 2(a) NAME OF PERSON FILING: The Compensation Committee of Dime Community Bancshares, Inc. ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 209 Havemeyer Street Brooklyn, NY 11211 ITEM 2(c) CITIZENSHIP: U.S.A. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share ("Common Stock") ITEM 2(e) CUSIP NUMBER: 253922-10-8 ITEM 3 This Statement is filed pursuant to Section 240.13d-1(c) Page 4 of 6 Pages ITEM 4 OWNERSHIP: The following information with respect to the Committee's ownership of Common Stock is provided as of December 31, 1999. None of the shares set forth below constitute shares the beneficial ownership of which the Committee had the right to acquire within 60 days following such date. (a) AMOUNT BENEFICIALLY OWNED. . . . . . . 1,698,986 (b) PERCENT OF CLASS . . . . . . . . . .. 13.64% (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE . . . . .. -0- (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE. . . . . . -0- (iii) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . -0- (iv) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF 1,698,986 The Compensation Committee (the "Committee") of Dime Community Bancshares, Inc. serves certain administrative functions for the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Certain Affiliates (the "ESOP"), an employee stock ownership plan under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") with individual accounts for the accrued benefits of participating employees and their beneficiaries. The Committee also serves certain administrative functions for the Recognition and Retention Plan For Outside Directors, Officers and Employees of Dime Community Bancshares, Inc. (the "RRP") and The Dime Savings Bank of Williamsburgh 401(k) Plan ("401(k) Plan"). As of December 31, 1999, the ESOP owns 1,133,955 shares of the Company's common stock, of which 332,322 of such shares had been allocated to individual accounts established for participating employees and their beneficiaries, and 801,633 of such shares were held, unallocated, for allocation in future years. As of December 31, 1999, the RRP owns 357,138 shares of the Company's common stock, of which 310,368 shares have been allocated to individuals and 46,770 shares are unallocated. All shares of common stock owned by the ESOP and RRP are held by HSBC Bank, USA, as Trustee, as of December 31, 1999. The Committee has the power and authority to direct the Trustee of the ESOP with respect to the investment of the ESOP's assets (including the acquisition or disposition of both allocated and unallocated shares of the Company) in the absence of a tender offer, but has no voting power with respect to any shares. The Committee has the power and authority to direct the Trustee of the RRP with respect to the investment of all assets of the RRP and with respect to the exercise of voting rights, but has assigned voting and tender rights over allocated shares to participating officers and directors. The Committee has the power and authority to direct the Trustee of the RRP with respect to the voting and tender rights over the unallocated shares to reflect the responses given with respect to the allocated shares. With respect to the ESOP, ERISA, in limited circumstances, may confer upon the Trustee the power and duty to control the voting and tendering of Common Stock allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights. As of December 31, 1999, the Company Stock Fund of the 401(k) Plan ("401(k) Plan Company Stock Fund") owns 207,893 shares of the Company's common stock, all of which are held by HSBC Bank, USA, as Trustee, as of December 31, 1999. The Committee has the power and authority to direct the Trustee of the 401(k) Plan Company Stock Fund with respect to the investment of the Company Stock Fund Page 5 of 6 Pages assets (including the acquisition or disposition of both allocated and unallocated shares of the Company) in the absence of a tender offer, but has no voting power with respect to any shares. ITEM 5 Not applicable ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Under the ESOP, dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts. Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash, are. at the direction of the Company, either (i) credited to the respective individual accounts, (ii) distributed to the participating employees and their beneficiaries, or (iii) used to pay principal and interest on outstanding indebtedness incurred by ESOP to acquire Common Stock. Under the RRP and 401(k) Plan Company Stock Fund, dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts. Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash, are, at the direction of the Company, distributed to the participating employees and their beneficiaries. ITEM 7 Not applicable ITEM 8 Not applicable ITEM 9 Not applicable Page 6 of 6 Pages ITEM 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business, and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities, and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the inforation set forth in this statement is true, complete and correct. FEBRUARY 7, 2000 ---------------- (Date) THE COMPENSATION COMMITTEE OF DIME COMMUNITY BANCSHARES, INC. By: /s/ FRED P. FEHRENBACH _________________________________ Fred P. Fehrenbach - Chairman /s/ ANTHONY BERGAMO By: _________________________________ Anthony Bergamo /s/ STEVEN D. COHN By: _________________________________ Steven D. Cohn /s/ MALCOLM T. KITSON By: _________________________________ Malcolm T. Kitson -----END PRIVACY-ENHANCED MESSAGE-----