SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transaction period from to
Commission file Number 0-27782
THE EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCORP, INC. AND CERTAIN
AFFILIATES
(Full Title of the Plan)
DIME COMMUNITY BANCORP, INC.
209 Havemeyer Street, Brooklyn, NY 11211
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office.)
Registrant's telephone number, including area code: (718) 782-6200
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<PAGE>
PAGE
ITEM 1
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS FOR THE YEAR ENDED
JUNE 30, 1996:
Statements of Net Assets Available for Plan Benefits 4
Statements of Changes in Net Assets Available for Plan Benefits 5
Notes to Financial Statements 6-9
SUPPLEMENTAL INFORMATION:
Item 27(a) - Schedule of Assets Held for Investment Purposes 10
Item 27(d) - Schedule of Reportable Transactions 11
Signatures 12
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<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Dime Community Bancorp, Inc. & Subsidiary
We have audited the accompanying statement of net assets available for plan
benefits of The Employee Stock Ownership Plan Of Dime Community Bancorp, Inc.
And Certain Affiliates (the "Plan") as of June 30, 1996 and the related
statement of changes in net assets available for plan benefits for the year
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the net assets available for plan benefits as of June 30, 1996 and
the changes in the net assets available for plan benefits for the year then
ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of investments and
reportable transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ DELOITTE & TOUCHE, LLP
December 5, 1996
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<PAGE>
THE EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCORP,
INC. AND CERTAIN AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF JUNE 30, 1996
<TABLE>
<CAPTION>
ALLOCATED UNALLOCATED TOTAL
<S> <C> <C> <C>
--------------- ------------------ ----------------
ASSETS:
Investments in shares of Dime Community
Bancorp, Inc. Common Stock, at fair value $113,952 $13,560,698 $13,674,650
-------------- ------------------ ----------------
TOTAL ASSETS 113,952 13,560,698 13,674,650
======= ========== ==========
LIABILITIES:
Borrowing from Dime Community Bancorp,
Inc. - 11,541,017 11,541,017
-------------- ----------------- ---------------
TOTAL LIABILITIES - 11,541,017 11,541,017
======== ========== ==========
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $113,952 $ 2,019,681 $ 2,133,633
======= ========== ==========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
THE EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCORP, INC. AND
CERTAIN AFFILIATES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR
ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Allocated Unallocated Total
<S> <C> <C> <C>
----------------- ------------------ -----------------
ADDITIONS:
Investment Activities:
Unrealized appreciation in market value of
Dime
Community Bancorp, Inc. Common Stock $ - $2,036,650 $2,036,650
-------------- ---------------- ---------------
Total investment activities - 2,036,650 2,036,650
-------------- ---------------- ---------------
Other Additions:
Contributions from Dime Savings Bank of
Williamsburgh - 102,085 102,085
Allocation of 9,698 shares of Dime Community
Bancorp, Inc. Common Stock to participant
accounts 113,952 - 113,952
-------------- ---------------- ----------------
Total other additions 113,952 102,085 216,037
-------------- ---------------- ----------------
TOTAL ADDITIONS 113,952 2,138,735 2,252,687
-------------- ---------------- ----------------
SUBTRACTIONS:
Allocation of 9,698 shares of Dime Community
Bancorp, Inc. Common Stock to participant
accounts - 113,952 113,952
Interest expense on Borrowing from Dime
Community Bancorp, Inc. - 5,102 5,102
------------- ---------------- ----------------
TOTAL SUBTRACTIONS - 119,054 119,054
------------- ---------------- ----------------
CHANGE IN NET ASSETS AVAILABLE
FOR BENEFITS DURING THE YEAR $113,952 $2,019,681 $2,133,633
======== ========= =========
NET ASSETS AVALABLE FOR PLAN BENEFITS:
Beginning of year $ - $ - $ -
======== ========= =========
End of year $113,952 $2,019,681 $2,133,633
======== ========= =========
</TABLE>
See accompanying notes to financial statements.
THE EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCORP, INC. AND
CERTAIN AFFILIATES
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1996
1. SUMMARY DESCRIPTION OF PLAN
The following is a brief description of The Employee Stock Ownership Plan
Of Dime Community Bancorp, Inc. And Certain Affiliates (the "ESOP"). This
description of the ESOP is provided for general information purposes only.
Participants should refer to the ESOP document for a more complete
description of the ESOP's provisions.
a. GENERAL - The ESOP was adopted by the Board of Directors of the Dime
Savings Bank of Williamsburgh (the "Bank") on February 8, 1996 with an
effective date of July 1, 1995.
On June 26, 1996, the Bank converted from a federally chartered mutual
savings bank to a federally chartered stock savings bank and all of
its outstanding capital stock was acquired by Dime Community Bancorp,
Inc. (the "Company"). Simultaneously, the Company issued 14,547,500
shares of common stock in a Subscription and Community offering to
eligible investors in the following order of priority: (1) depositors
whose deposits in qualifying accounts in the Bank totaled $50 or more
on October 31, 1994; (2) the Employee plans of the Bank; including the
ESOP, up to a maximum of 10% of the total shares issued, (3)
depositors whose deposits in qualifying accounts in the Bank totaled
$50 or more on March 31, 1996; and (4) members of the Bank, consisting
of depositors of the Bank as of May 9, 1996, the voting record date
for the special meeting of members to vote on the Conversion, other
than those members who otherwise qualify as Eligible Account Holders
or Supplemental Eligible Account Holders. The ESOP purchased
1,163,800, or 8%, of the shares issued by the Company in its community
offering at the initial issuance price of $10.00 per share.
The ESOP is designed to comply with Section 4975(e)(7) and the
regulations thereunder of the Internal Revenue Code of 1986, as
amended (the "Code"), and is subject to the applicable provisions of
the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The ESOP is administered by the Compensation Committee
appointed by the Company's Board of Directors. The trust services
department of Marine Midland Bank ("Trustee") acts as the trustee for
the ESOP.
In order to purchase the shares of the Company's common stock, the
ESOP obtained a borrowing from the Company of $11,638,000, which is to
repaid over a ten year period at a fixed interest rate of 8.0%. The
borrowing agreement establishes a repayment period of ten years
with the option to make prepayments subject to certain terms
established by the agreement. During the year ended June 30,
1996, a partial repayment representing one month of principal of
$96,983 was made. Repayments of the borrowing are made from fully
deductible contributions from the Bank to the ESOP. As the ESOP makes
each payment of principal on the borrowing, an appropriate percentage
of stock will be allocated to eligible participants accounts in
accordance with applicable regulations under the Code. Shares fully
vest upon allocation.
The borrowing is collateralized by the unallocated shares of stock
held by the ESOP. The Company, as lender, has no rights against
shares once they are allocated under the ESOP. Accordingly, the
financial statements of the ESOP for the year ended June 30, 1996
present separately the assets and liabilities and changes therein
pertaining to:
(1) the accounts of employees with vested rights in allocated stock
(Allocated) and
(2) stock not yet allocated to employees (Unallocated)
b. ELIGIBILITY AND PARTICIPATION -All Eligible Employees, defined as
salaried, common law employees of the Company or the Bank, who have
completed a period of service of at least one year, automatically
participate in the ESOP. An employee is not an eligible employee if
he or she is compensated principally on an hourly, daily, commission
fee or retainer basis, or has waived any claim to membership in the
Plan.
c. CONTRIBUTIONS AND DISTRIBUTIONS- The Company or the Bank shall
contribute to the ESOP an amount which, at minimum, shall serve to
finance the ESOP's obligation under its outstanding borrowing from the
Company. The Company or the Bank may contribute additional amounts,
if designated by the ESOP Committee, to the ESOP, which shall be
applied as a prepayment of principal or interest for the outstanding
borrowing from the Company. Any additional contributions approved by
the Committee shall be treated as an ESOP contribution and shall be
allocated among the accounts of Eligible Participants in accordance
with a pre-established formula. Participant contributions are not
permitted.
No distributions from the ESOP will be made until a participant
retires, dies (in which case, payment shall be made to his or her
beneficiary or, if none, his or her legal representatives), or
otherwise terminates employment with the Company or the Bank.
Distributions are made in cash or, if participant elects, in the form
of shares of Common stock of the Company plus cash for fractional
shares.
d. VESTING - The balance credited to each Participant's account shall
become vested in accordance with the following schedule:
NUMBER OF YEARS OF SERVICE VESTED PERCENTAGE
Less than 2 years 0%
Less than 3 years 25
Less than 4 years 50
Less than 5 years 75
5 or more years 100
Under the provisions of the ESOP, participants were granted credit,
for purposes of vesting, for years of service at the Bank prior to the
establishment of the ESOP. Any previously unvested portion
shall become fully vested to participants upon attainment of
age 65, or, if earlier, upon the termination of his or her
participation by reason of death, disability, retirement or upon
occurrence of change in control of the Employer.
e. INVESTMENTS - As of June 30, 1996, the ESOP's investments consists
solely of investments in common stock of the Company. The ESOP is
permitted, under the Plan Document, to invest in any commingled or
group trust fund, or common trust fund that are exempt from taxes under
Section 501(a) of the Internal Revenue Code.
f. ALLOCATION OF SHARES TO PARTICIPANT ACCOUNTS - As of the last day of
each plan year which a borrowing is outstanding, a portion of the
financed shares purchased with the proceeds of the borrowing shall be
released in accordance with a predetermined formula. The released
shares are allocated to Eligible Participant accounts in the proportion
that each such Eligible Participant's compensation, as measured under
the terms of the Plan Document, for the portion of the immediately
preceding calendar year during which he or she was a participant, bears
to the aggregate compensation of all Eligible Participants, as measured
under the terms of the Plan Document. Released shares allocated to
participant accounts totaled 9,698 during the year ended June 30, 1996.
Each participant's account reflects an allocation of the Bank's
contributions, ESOP earnings and the forfeiture of terminated
participant non-vested accounts.
Each participant is entitled to exercise voting rights attributable to
the shares allocated to his or her account and is notified by the
Trustee prior to the time that such rights are to be exercised. The
Trustee is permitted, upon grant of authority by the Plan Administrator
to vote shares for which instructions have not been given by a partic-
ipant within the stated time period. Such vote is made in direct pro-
portion to the votes received from participants.
g. FORFEITURES - Upon the termination of employment of a participant or
former participant for reason other than death, disability, retirement,
that portion of the balance credited to his or her account which is not
vested at the date of termination shall be forfeited as of the last
Valuation Date, defined as the last business day of March, June,
September, or December. The proceeds of such forfeitures shall be
treated as loan repayments and ESOP contributions as designated by the
ESOP committee.
h. ESOP TERMINATION - The Company reserves the right to terminate the
ESOP at any time, subject to the provisions of ERISA. Upon such
termination of the ESOP, the interest of each participant in ESOP will
be distributed to such participant or his or her beneficiary at the
time prescribed by the ESOP provisions and the Code. Upon termination
of the ESOP, the Compensation Committee shall direct the Trustee to pay
all liabilities and expenses of the trust fund and to sell shares of
financed stock held in the loan suspense account to the extent it
determines such sale to be necessary in order to repay the borrowing.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements of the ESOP are
maintained on the accrual basis of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION - The shares of Dime Community
Bancorp, Inc. Common Stock are valued at fair value as of June 30, 1996
based upon the closing price stated in the Wall Street Journal of $11.75
per share.
No dividends on Dime Community Bancorp, Inc. Common Stock were declared or
paid during the year ended June 30, 1996. Should dividends be declared,
dividend income will be accrued on the ex-dividend date.
Purchases and sales of securities are recorded on a trade date basis.
Realized gains and losses from security transactions are reported on the
average cost method.
USE OF ESTIMATES - The preparation of the financial statements in
accordance with Generally Accepted Accounting Principles requires
management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could
differ from these estimates.
3. FEDERAL INCOME TAXES
The ESOP is intended to be qualified under Section 401(a) of the Internal
Revenue Code (the "Code") and is intended to be exempt from taxation under
Section 501(a) of the Code. At present, the ESOP has not yet received a
favorable IRS determination letter. However, the Plan Administrator
believes that the Plan, and the underlying trust agreement, are currently
designed and being operated in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, no provision for income taxes has
been included in the ESOP's financial statements.
4. ADMINSTRATION OF PLAN ASSETS
The assets of the ESOP, which consist solely of its investment in shares of
Dime Community Bancorp, Inc. Common Stock, are held in safekeeping as
designated by the Trustee.
Contributions to the ESOP are held and managed by the Trustee. All
contributions received during the year ended June 30, 1996 were utilized to
service the principal and interest on the borrowing.
Certain administrative functions are performed by officers or employees of
the Company or Bank. No such officer or employee receives compensation
from the ESOP. All administrative expenses of the ESOP are paid by the
Company or the Bank.
5. INVESTMENTS
The investments, at June 30, 1996, are presented in the following table:
<TABLE>
<CAPTION>
<S> <C> <C>
ALLOCATED UNALLOCATED
--------------- ------------------
Shares of Dime Community Bancorp, Inc. Common Stock:
Number of shares 9,698 1,154,102
======= ===========
Cost $ 96,980 $11,541,020
======= ===========
Market 113,952 13,560,698
======= ===========
</TABLE>
* * * * * *
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<PAGE>
SCHEDULE 1
THE EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCORP, INC. AND CERTAIN
AFFILIATES
ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
(A) (B) ( C ) (D) (E)
<S> <C> <C> <C> <C>
PARTIES IN INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST MARKET
- ----------------------- ---------------------- ----------------------------- -------------------- -----------------
Dime Community
Yes Bancorp, Inc. Shares of common stock $11,638,000 $13,674,650
</TABLE>
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<PAGE>
SCHEDULE 2
THE EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCORP, INC. AND CERTAIN
AFFILIATES
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS OR SERIES OF TRANSACTIONS IN
EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS
YEAR ENDED JUNE 30, 1996
ITEM 1 - REPORTABLE SINGLE TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF
PLAN ASSETS
<TABLE>
<CAPTION>
CURRENT
<S> <C> <C> <C> <C> <C>
VALUE OF
ASSET ON
IDENTITY OF DESCRIPTION PURCHASE SELLING COST OF TRANSACTION
PARTY INVOLVED OF ASSETS PRICE PRICE INVESTMENT DATE
- -------------------- ------------------ -------------- ------------ ----------------- ----------------
Dime Community
Bancorp, Inc. Common Stock $10.00 - $11,638,000 11,638,000
</TABLE>
ITEM 2 - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN
ASSETS
None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Dime
Community Bancorp, Inc. and Certain Affiliates (the Plan Administrator) duly
caused this report to be signed on their behalf by the undersigned thereunder
duly authorized.
Dated: December 26, 1996 /s/ Vincent F.Palagiano
Vincent F. Palagiano
Chairman of the Board, President
and Chief Executive Officer
Dated: December 26, 1996
/s/ Kenneth J. Mahon
Kenneth J. Mahon
Senior Vice President
and Chief Financial Officer
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