SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Dime Community Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
253922-10-8
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(CUSIP Number)
N/A
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Date of Event which Requires Filing of the Statement
Check the appropriate box to designate thge rule pursuant to which the Schedule
is filed:
X Rule 13d-1(b)
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).
<PAGE>
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)
Employee Stock Ownership Plan Trust of
Dime Community Bancorp, Inc. and Certain Affiliates
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 employee benefit
plan organized in New York
5 SOLE VOTING POWER 0
6 SHARED VOTING POWER 1,032,400
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER 0
EACH
REPORTING
PERSON
WITH
8 SHARED DISPOSITIVE POWER 1,163,800
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,163,800
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.36% of 12,438,113 shares of Common Stock outstanding as of
December 31, 1997
12 TYPE OF REPORTING PERSON* EP
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 Pages
ITEM 1(a)
NAME OF ISSUER: Dime Community Bancorp, 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: Employee Stock Ownership Plan Trust of
Dime Community Bancorp, Inc. and Certain Affiliates
Trustee: Marine Midland Bank
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: ESOP: TRUSTEE:
209 Havemeyer Street 250 Park Avenue
Brooklyn, NY 11211 New York, NY 10177
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
The person filing is an:
(f) x Employee Benefit Plan, or pension fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or an
endowment fund.
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Page 4 of 6 Pages
ITEM 4
OWNERSHIP:
The following information with respect
to the Plan's ownership of Common Stock is
provided as of December 31, 1997. None of the
shares set forth below constitute shares the
beneficial ownership of which the Plan had the
right to acquire within 60 days following such
date.
(A) AMOUNT BENEFICIALLY OWNED 1,163,800
(B) PERCENT OF CLASS 9.36%
(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 1,032,400
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF 0
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF 1,163,800
The reporting person is 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 reporting person is
administered by an ESOP Committee ("ESOP
Committee") and its assets are held in trust by a
trustee ("Plan Trustee"). The number of shares
listed as beneficially owned represents the
entire number of shares of Common Stock held by
Marine Midland Bank, as Plan Trustee, as of
December 31, 1997. As of December 31, 1997,
131,400 of such shares of Common Stock had been
allocated to individual accounts established for
participating employees and their beneficiaries,
and 1,032,400 of such shares were held,
unallocated, for allocation in future years. In
general, participating employees and their
beneficiaries have the power and authority to
direct the voting of shares of Common Stock
allocated to their individual accounts. Such
allocated shares are, therefore, not included as
shares over which the reporting person has sole
or shared voting power. The reporting person,
through the Plan Trustee, has shared voting power
over unallocated Common Stock. Any unallocated
Common Stock is generally required to be voted by
the Plan Trustee in the same proportion as Common
Stock which has been allocated to Participants is
directed to be voted. The reporting person,
through the Plan Trustee, has shared dispositive
power over all unallocated Common Stock held by
the reporting person. The reporting person,
acting through the Plan Trustee, shares
dispositive power over allocated Common Stock
with participating employees and their
beneficiaries, who have the right to determine
whether Common Stock allocated to their
respective accounts will be tendered in response
to a tender offer, but otherwise have no
dispositive power. Any unallocated Common Stock
is generally required to be tendered by the Plan
Trustee in a tender offer in the same proportion
as Common Stock which has been allocated to
Participants is directed to be tendered. In
limited circumstances, ERISA may confer upon the
Plan Trustee the power and duty to
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Page 5 of 6 Pages
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. The reporting
person disclaims voting power with respect to
such allocated Common Stock.
ITEM 5
Not applicable
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
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
the reporting person to acquire Common Stock.
ITEM 7
Not applicable
ITEM 8
Not applicable
ITEM 9
Not applicable
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.
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Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that
the information set forth in this statement is
true, complete and correct.
FEBRUARY 17, 1998
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(Date)
EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCORP, INC.
AND CERTAIN AFFILIATES
By: /s/ MYLES MCLOUGHLIN
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(Signature)
Myles McLoughlin, Plan Administrator
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(Name/Title)
