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:
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).
<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)
The Compensation Committee of Dime Community Bancorp, 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 0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER 0
EACH
REPORTING
PERSON
WITH
8 SHARED DISPOSITIVE POWER 1,745,700
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,745,700
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.04% of 12,438,113 shares of Common Stock outstanding as of
December 31, 1997
12 TYPE OF REPORTING PERSON* 00
*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: The Compensation Committee of
Dime Community Bancorp, 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).
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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, 1997. 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 1,745,700
(b) PERCENT OF CLASS 14.04%
(c) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE
(ii) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE
(iii)SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF 1,745,700
The Compensation Committee (the "Committee") of
Dime Community Bancorp, Inc. serves certain
administrative functions for The Employee Stock
Ownership Plan of Dime Community Bancorp, 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 Bancorp, Inc. (the "RRP"). As of
December 31, 1997, the ESOP owns 1,163,800 shares
of the Company's common stock, of which 131,400
of such shares 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. As of December 31, 1997, the RRP
owns 581,900 shares of the Company's common
stock, all of which have been allocated to
individuals. All shares of common stock owned by
the ESOP and RRP are held by Marine Midland Bank,
as Trustee, as of December 31, 1997. 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. 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.
<PAGE>
Page 5 of 6 Pages
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, 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
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.
<PAGE>
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)
THE COMPENSATION COMMITTEE OF DIME COMMUNITY BANCORP, INC.
By: /s/ LOUIS V. VARONE
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(Signature)
Louis V. Varone- Chairman
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(Name/Title)
