<PAGE>
RULE NO. 424(b)(3)
REGISTRATION NO. 333-66761
PROSPECTUS SUPPLEMENT
TO
PROXY STATEMENT-PROSPECTUS
DATED NOVEMBER 6, 1998
---------------
DIME COMMUNITY BANCSHARES, INC.
This Prospectus Supplement is being furnished to Financial Bancorp, Inc.
("FIBC") stockholders as a supplement to the Proxy Statement-Prospectus of FIBC
and Dime Community Bancshares, Inc. ("DCB"), dated November 6, 1998. The Proxy
Statement-Prospectus was sent to FIBC's stockholders in connection with the
Special Meeting of FIBC stockholders held on December 18, 1998. An additional
copy of the Proxy Statement-Prospectus is enclosed herewith. At the Special
Meeting, FIBC stockholders approved and adopted the Agreement and Plan of
Merger, dated as of the 18th day of July, 1998, by and between DCB and FIBC,
which provides for the merger of FIBC with and into DCB. The Merger Agreement
is attached to the Proxy Statement-Prospectus as Appendix A. DCB and FIBC
anticipate that the Merger will be completed by the end of the month of
January, 1999.
This Prospectus Supplement updates certain information contained in the Proxy
Statement-Prospectus and, together with the Proxy Statement-Prospectus, is for
your use in determining whether to elect to receive for all of your shares of
FIBC common stock either (i) DCB common stock or (ii) cash. The consideration
you receive is subject to the elections of other FIBC stockholders and the
allocation and proration procedures set forth in the Merger Agreement. As a
result, you may receive DCB common stock, cash or a combination of stock and
cash in exchange for your shares of FIBC common stock. The value of the
consideration you will receive upon completion of the Merger will be determined
as follows:
. if DCB's Average Closing Price is between $22.95 and $31.05, then the
value of the consideration per share to be received by FIBC stockholders,
whether in the form of stock or cash, will be $40.50, and 50% of the total
consideration to be paid to FIBC's stockholders will consist of DCB common
stock and 50% will consist of cash;
. if DCB's Average Closing Price is less than $22.95 or greater than
$31.05, then the value of the consideration per share to be received by
FIBC stockholders in the Merger will be adjusted, and the percentage of
the total consideration consisting of DCB common stock and cash will
change, all as set forth in the Merger Agreement and more fully described
below under "THE MERGER--Consideration for FIBC Shares" (p. S-6) and
"ELECTION, ALLOCATION AND PRORATION PROCEDURES (p. S-10)."
The "Average Closing Price" means the average of the closing sale prices per
share for DCB common stock as reported on the National Market System of the
Nasdaq Stock Market under the symbol "DCOM" for the ten consecutive trading
days ending on the date that is ten business days prior to the closing of the
Merger.
For each share of DCB common stock issued in the Merger, the FIBC stockholder
receiving such share also will receive the related preferred share purchase
right issued pursuant to the Rights Agreement, dated as of April 9, 1998,
between DCB and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
Under the terms of the Merger Agreement, cash will be paid in lieu of the
issuance of fractional shares of DCB common stock.
PLEASE READ THIS PROSPECTUS SUPPLEMENT AND THE PROXY STATEMENT-PROSPECTUS
CAREFULLY.
This Prospectus Supplement and the Proxy Statement-Prospectus constitute a
prospectus of DCB with respect to the shares of DCB common stock issuable
pursuant to the Merger. This Prospectus Supplement shall not constitute an
offer to sell or a solicitation of an offer to purchase DCB common stock unless
accompanied or preceded by the Proxy Statement-Prospectus.
NEITHER THE SEC, NOR ANY STATE SECURITIES COMMISSION, HAS APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE SHARES OF DCB COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS OBLIGATIONS OF
A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF INVESTMENT.
---------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 18, 1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
FORWARD-LOOKING STATEMENTS............................................... S-3
INTRODUCTION............................................................. S-4
RECENT DEVELOPMENTS...................................................... S-5
THE MERGER............................................................... S-5
Stockholder Approval of the Merger..................................... S-5
Regulatory Approvals................................................... S-5
Effective Time......................................................... S-5
Consideration for FIBC Shares.......................................... S-6
Material Federal Income Tax Consequences............................... S-9
Market Prices and Dividends............................................ S-9
Certain Differences in Stockholders' Rights............................ S-10
Description of Dime Community Bancshares, Inc. Capital Stock........... S-10
ELECTION, ALLOCATION AND PRORATION PROCEDURES............................ S-10
Description of Elections............................................... S-10
Election Procedures.................................................... S-11
Allocation Procedures.................................................. S-12
Dissenting Stockholders................................................ S-13
Miscellaneous ......................................................... S-13
Delivery of DCB Common Stock and Cash.................................. S-13
Lost, Stolen or Destroyed Certificates................................. S-15
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF DCB.................... S-16
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF FIBC................... S-19
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL
INFORMATION............................................................. S-22
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
DCB is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and, accordingly, files annual, quarterly and current
reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC").
You may read and copy any document that DCB files at the SEC's public
reference room facility located at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the SEC's Regional Offices at 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0300 for
further information on the public reference room. The SEC maintains a website
on the Internet (http://www.sec.gov) that contains reports, proxy statements
and other information concerning issuers (including DCB) that file documents
with the SEC electronically through the SEC's electronic data gathering,
analysis and retrieval system ("EDGAR").
DCB has filed with the SEC a Registration Statement on Form S-4. Because the
SEC's rules and regulations allow DCB to omit certain portions of the
Registration Statement, this Prospectus Supplement and the Proxy Statement-
Prospectus do not contain all of the information set forth in the DCB
Registration Statement and the exhibits thereto. You should review the
Registration Statement and the exhibits filed with such Registration Statement
for further information regarding DCB and the DCB common stock being sold
pursuant to the Proxy Statement-Prospectus and this Prospectus Supplement. The
Registration Statement and its exhibits may be inspected at the public
reference facilities of the SEC at the addresses set forth above.
S-2
<PAGE>
FORWARD-LOOKING STATEMENTS
This Prospectus Supplement, and the Proxy Statement-Prospectus to which it
relates, contain certain forward-looking statements which may be identified by
the use of such words as "believes," "plans," "expects," "may," "will,"
"intends," "estimates," "should," "projected," "contemplates" or "anticipates"
or the negative of such terms or other variations. Examples of forward-looking
statements include, but are not limited to, estimates with respect to the
financial condition, results of operations and business of DCB following the
consummation of the Merger, including statements relating to the cost savings
and revenue enhancements that are expected to be realized from the Merger.
Factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, among others, the
following possibilities: (1) expected cost savings or revenue enhancements from
the Merger cannot be fully realized; (2) deposit attrition, customer loss or
revenue loss following the Merger is greater than expected; (3) competitive
pressure in the banking and financial services industry increases
significantly; (4) changes in the interest rate environment reduce margins; (5)
general economic conditions, either nationally or in the state of New York, are
less favorable than expected; (6) changes in real estate values; (7) changes in
accounting principles; (8) changes in legislation and (9) changes in other
economic, competitive, government, regulatory and technological factors
affecting DCB's operations, pricing, products and services.
S-3
<PAGE>
INTRODUCTION
This Prospectus Supplement contains important information for the holders of
common stock, par value $0.01 per share, of FIBC ("FIBC Common Stock")
concerning the elections to be made in connection with the merger of FIBC with
and into DCB (the "Merger").
PLEASE READ THIS PROSPECTUS SUPPLEMENT AND THE ENCLOSED PROXY STATEMENT-
PROSPECTUS OF FIBC AND DCB, DATED NOVEMBER 6, 1998, (THE "PROXY STATEMENT-
PROSPECTUS") CAREFULLY. THE FAILURE OF A HOLDER OF FIBC COMMON STOCK TO
PROPERLY COMPLETE, SIGN AND DELIVER THE ACCOMPANYING ELECTION FORM AND LETTER
OF TRANSMITTAL (THE "ELECTION FORM"), TOGETHER WITH THE FIBC STOCK CERTIFICATES
REPRESENTING THE SHARES OF FIBC COMMON STOCK TO WHICH THAT ELECTION FORM
RELATES, TO ONE OF THE PROPER LOCATIONS SPECIFIED BELOW SO THAT THE ELECTION
FORM AND ACCOMPANYING DOCUMENTS ARE RECEIVED BY THE EXCHANGE AGENT BY 5:00
P.M., NEW YORK CITY TIME, ON JANUARY 13, 1999 (THE "ELECTION DEADLINE"), OR TO
PROPERLY COMPLETE, SIGN AND DELIVER THE ACCOMPANYING NOTICE OF GUARANTEED
DELIVERY TO THE EXCHANGE AGENT BY THE ELECTION DEADLINE, AND TO COMPLY WITH THE
PROCEDURES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT AND THE INSTRUCTIONS TO THE
ELECTION FORM OR NOTICE OF GUARANTEED DELIVERY, WILL CAUSE SUCH STOCKHOLDER TO
BE DEEMED TO HAVE MADE A "NO-ELECTION," WHICH WILL RESULT IN SUCH STOCKHOLDER
RECEIVING EITHER CASH, SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF
DCB ("DCB COMMON STOCK"), OR A COMBINATION THEREOF, DEPENDING UPON THE
ELECTIONS MADE BY OTHER HOLDERS OF FIBC COMMON STOCK. IF AN FIBC STOCKHOLDER IS
DEEMED TO HAVE MADE A NO-ELECTION AND IF EITHER (I) THE NUMBER OF SHARES OF
FIBC COMMON STOCK WITH RESPECT TO WHICH "CASH ELECTIONS" ARE MADE EXCEEDS THE
NUMBER OF SHARES WHICH CAN BE CONVERTED INTO CASH OR (II) THE NUMBER OF SHARES
OF FIBC COMMON STOCK WITH RESPECT TO WHICH "STOCK ELECTIONS" ARE MADE EXCEEDS
THE NUMBER OF SHARES WHICH CAN BE CONVERTED INTO SHARES OF DCB COMMON STOCK,
SUCH STOCKHOLDER WILL RECEIVE THE FORM OF CONSIDERATION THAT WAS NOT
OVERSUBSCRIBED.
ALL ELECTION FORMS AND NOTICES OF GUARANTEED DELIVERY MUST BE ACTUALLY
RECEIVED BY THE EXCHANGE AGENT AT ONE OF THE PROPER LOCATIONS LISTED BELOW BY
THE ELECTION DEADLINE. THE EXCHANGE AGENT AND THE PROPER LOCATIONS ARE:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<C> <S> <C>
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, New Jersey
07606 New York, New York 10271 Mail Drop--Reorg.
Attention: Reorganization Attention: Ridgefield Park, New Jersey 07660
Department Reorganization Attention: Reorganization
Department Department
</TABLE>
It is recommended that certificates be sent via certified mail, return
receipt requested, and appropriately insured.
If you have any questions, you should contact the Information Agent,
ChaseMellon Shareholder Services, L.L.C., toll-free at (800) 414-2879.
STOCK CERTIFICATES REPRESENTING THE SHARES OF DCB COMMON STOCK ISSUED IN THE
MERGER, CHECKS IN PAYMENT OF FRACTIONAL SHARES, AND CHECKS IN PAYMENT OF CASH
PAID IN THE MERGER ARE EXPECTED TO BE DISTRIBUTED PROMPTLY AFTER THE MERGER IS
COMPLETED.
S-4
<PAGE>
RECENT DEVELOPMENTS
The Merger Agreement provides that FIBC may pay a special dividend (the
"Special Dividend") on FIBC Common Stock prior to the effective time of the
Merger, in an amount not to exceed $1.00 per share, in the event that Financial
Federal Savings Bank ("Financial Federal") receives sufficient cash proceeds
from the disposition of a specified real estate investment prior to the
effective time of the Merger. On November 25, 1998, Financial Federal disposed
of the relevant real estate investment and on December 17, 1998 DCB and FIBC
finalized the calculations necessary to determine the amount of the Special
Dividend which FIBC would be permitted to pay to its stockholders under the
terms of the Merger Agreement. Pursuant to these calculations, FIBC will be
permitted to pay a $1.00 per share cash dividend to its stockholders. The FIBC
Board currently expects to declare the $1.00 per share dividend only after DCB
receives Office of Thrift Supervision ("OTS") approval of the Merger and the
parties set a closing date for the transaction. The FIBC Board currently
intends that the Special Dividend will be payable shortly after the closing
date of the Merger to FIBC stockholders of record immediately prior to the
close of business on the closing date. FIBC currently intends to set aside,
prior to the closing of the Merger, funds sufficient to pay the Special
Dividend. See "THE MERGER--Regulatory Approvals" and "--Effective Time."
Assuming that the Special Dividend will be declared and paid as described
above, DCB intends to take the position that the Special Dividend and the
Merger should be treated as a single integrated transaction for federal income
tax purposes and that the cash received by a stockholder of FIBC from the
Special Dividend should be treated as cash consideration received by such
stockholder for his or her FIBC Common Stock in the Merger (see "THE MERGER--
Material Federal Income Tax Consequences--Exchange of FIBC Common Stock for DCB
Common Stock and Cash" in the Proxy Statement-Prospectus), although other
characterizations are possible, including treating the cash received as a
dividend to such stockholder to the extent of FIBC's current or accumulated
earnings and profits. Each FIBC stockholder is urged to consult his or her tax
advisor regarding the federal, state, local, foreign and other tax consequences
of the Special Dividend and the Merger.
THE MERGER
STOCKHOLDER APPROVAL OF THE MERGER
The Agreement and Plan of Merger, dated as of July 18, 1998, between DCB and
FIBC (the "Merger Agreement") was approved and adopted by the requisite vote of
stockholders of FIBC at the Special Meeting of Stockholders of FIBC held on
December 18, 1998 (the "Special Meeting").
REGULATORY APPROVALS
The regulatory approvals and consents necessary to consummate the Merger
include the approval of the OTS. The application for approval of the
transactions contemplated by the Merger Agreement was submitted to the OTS on
September 25, 1998 and was deemed completed on December 15, 1998. Neither DCB
nor FIBC is aware of any fact or circumstance that would prevent receipt of the
necessary regulatory approvals. HOWEVER, THERE CAN BE NO ASSURANCE THAT THE
NECESSARY REGULATORY APPROVALS AND CONSENTS WILL BE OBTAINED, AND, IF THE
MERGER IS APPROVED, THERE CAN BE NO ASSURANCE AS TO THE DATE OF ANY SUCH
APPROVAL. THERE CAN ALSO BE NO ASSURANCE THAT ANY SUCH APPROVALS WILL NOT
CONTAIN A CONDITION OR REQUIREMENT WHICH CAUSES SUCH APPROVALS TO FAIL TO
SATISFY THE CONDITIONS SET FORTH IN THE MERGER AGREEMENT AND DESCRIBED UNDER
THE CAPTION "THE MERGER--REGULATORY APPROVALS" AND "--CONDITIONS TO THE
CONSUMMATION OF THE MERGER" IN THE PROXY STATEMENT-PROSPECTUS.
EFFECTIVE TIME
The Merger will become effective at the date and time (the "Effective Time")
set forth in the Certificate of Merger that will be filed with the Secretary of
State of the State of Delaware in accordance with applicable law. The Merger
Agreement provides that the Certificate of Merger will be filed no earlier than
two and not
S-5
<PAGE>
more than five business days following the satisfaction or waiver of the latest
to occur of the conditions specified in the Merger Agreement, unless another
date is agreed to by DCB and FIBC; provided, that in no event will the
Effective Time be earlier than January 5, 1999. See "THE MERGER--Conditions to
Consummation of the Merger" in the Proxy Statement-Prospectus. DCB and FIBC
anticipate that the Effective Time will occur by the end of January, 1999.
CONSIDERATION FOR FIBC SHARES
General. Upon consummation of the Merger, each outstanding share of FIBC
Common Stock (other than Dissenters' Shares, as defined below) will be
converted into the right to receive, at the election of the holder thereof and
subject to the election, allocation and proration procedures set forth in the
Merger Agreement, either shares of DCB Common Stock or cash, in each case as
determined pursuant to the Merger Agreement. The number of shares of DCB Common
Stock to be received by FIBC stockholders per share of FIBC Common Stock in the
Merger is sometimes referred to herein as the "Stock Consideration," and the
amount of cash to be received by FIBC Stockholders per share of FIBC Common
Stock in the Merger is sometimes referred to herein as the "Cash
Consideration." The Stock Consideration and the Cash Consideration are
sometimes referred to herein generally as the "Merger Consideration." See "--
Merger Consideration," "ELECTION, ALLOCATION AND PRORATION PROCEDURES--
Description of Elections," "--Election Procedures" and "--Allocation
Procedures" below. Under the terms of the Merger Agreement, cash will be paid
in lieu of the issuance of fractional shares of DCB Common Stock. In addition,
for each share of DCB Common Stock issued in the Merger, the FIBC stockholder
receiving such share also will receive the related preferred share purchase
right (a "DCB Right") issued pursuant to the DCB Rights Agreement, dated as of
April 9, 1998, between DCB and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.
The number of shares of DCB Common Stock constituting the Stock Consideration
and the amount of cash constituting the Cash Consideration will be determined
pursuant to a formula set forth in the Merger Agreement, which provides that so
long as the Average Closing Price (defined below under "--Merger
Consideration") is between $22.95 and $31.05, then the Merger Consideration,
whether in the form of stock or cash, will have a value of $40.50 (with the
Stock Consideration valued at the Average Closing Price for such purpose), and
50% of the total consideration to be paid to FIBC stockholders will consist of
DCB Common Stock and 50% will consist of cash. If the Average Closing Price is
less than $22.95 or greater than $31.05, then the value of the Merger
Consideration will be adjusted, and the percentages of the total consideration
consisting of DCB Common Stock and cash will change, all as set forth in the
Merger Agreement and more fully described below under the caption "--Merger
Consideration."
THE FORM OF THE CONSIDERATION ULTIMATELY RECEIVED BY A STOCKHOLDER OF FIBC
WILL DEPEND UPON THE ELECTION, ALLOCATION AND PRORATION PROCEDURES DESCRIBED
BELOW AND THE ELECTIONS OF OTHER STOCKHOLDERS. ACCORDINGLY, NO GUARANTEE CAN BE
GIVEN THAT THE ELECTION OF ANY GIVEN STOCKHOLDER OF FIBC WILL BE HONORED. In
addition, because the tax consequences of receiving the Cash Consideration will
differ from the tax consequences of receiving the Stock Consideration, FIBC
stockholders are urged to read carefully the information set forth in the Proxy
Statement-Prospectus under the caption "THE MERGER--Material Federal Income Tax
Consequences."
Merger Consideration. The Merger Agreement provides that each share of FIBC
Common Stock issued and outstanding at the Effective Time will be converted
into the right to receive, at the election of the holder thereof, either:
(i)a number of shares of DCB Common Stock (together with the number of DCB
Rights associated therewith) equal to the Final Exchange Ratio (as defined
below), or
(ii) cash in an amount equal to the Per Share Consideration (as defined
below).
S-6
<PAGE>
For purposes of determining the amount of the Merger Consideration each
holder of FIBC Common Stock will be entitled to receive, the following
definitions will apply:
"Aggregate Cash Consideration" means the product obtained by multiplying
(x) the Outstanding Shares Number by (y) $20.25, as such amount may be
adjusted as described below.
"Aggregate Merger Consideration" means the sum of (x) the Aggregate Cash
Consideration and (y) the Aggregate Stock Consideration.
"Aggregate Stock Consideration" means (w) 0.5 multiplied by (x) the
Outstanding Shares Number multiplied by (y) the Average Closing Price
multiplied by (z) the Preliminary Stock Ratio.
"Average Closing Price" means the average of the closing sale prices per
share for DCB Common Stock as reported on the Nasdaq National Market during
the ten consecutive trading-day period (the "Pricing Period") during which
the shares of DCB Common Stock are traded on the Nasdaq National Market
ending on the tenth business day immediately prior to the anticipated
Effective Time.
"Final Exchange Ratio" means the quotient, rounded to the nearest ten-
thousandth, obtained by dividing the Per Share Consideration by the Average
Closing Price.
"Outstanding Shares Number" means the number of shares of FIBC Common
Stock issued and outstanding immediately prior to the Effective Time.
"Per Share Consideration" means the quotient obtained by dividing the
Aggregate Merger Consideration by the Outstanding Shares Number.
"Preliminary Stock Ratio" means the quotient, rounded to the nearest ten-
thousandth, obtained by dividing $40.50 by the Average Closing Price;
provided, that (i) if the Average Closing Price is equal to or greater than
$31.05, the Preliminary Stock Ratio shall be 1.3043 (the "Minimum Stock
Ratio"), and (ii) if the Average Closing Price is equal to or less than
$22.95, the Preliminary Stock Ratio shall be 1.7647 (the "Maximum Stock
Ratio").
The following table sets forth the value of the Merger Consideration to be
received by the holders of FIBC Common Stock, including the percentage of the
total consideration that will consist of DCB Common Stock and the percentage
that will consist of cash, at the Average Closing Price of DCB Common Stock
specified.
<TABLE>
<CAPTION>
AVERAGE PER SHARE FINAL STOCK
CLOSING PRICE CONSIDERATION EXCHANGE RATIO %STOCK % CASH
------------- ------------- -------------- ------ ------
<S> <C> <C> <C> <C>
$32.00 $41.12 1.2850 50.75% 49.25%
$31.05 $40.50 1.3043 50.00% 50.00%
$30.00 $40.50 1.3500 50.00% 50.00%
$28.00 $40.50 1.4464 50.00% 50.00%
$26.00 $40.50 1.5577 50.00% 50.00%
$24.00 $40.50 1.6875 50.00% 50.00%
$22.95 $40.50 1.7647 50.00% 50.00%
$22.00 $39.66 1.8027 48.94% 51.06%
$21.00 $38.78 1.8467 47.78% 52.22%
$20.25 $38.12 1.8825 46.88% 53.12%
$20.00 $37.90 1.8950 46.57% 53.43%
$19.00 $37.01 1.9479 45.29% 54.71%
$18.00 $36.13 2.0072 43.95% 56.05%
</TABLE>
Notwithstanding the foregoing, if the percentage of the total consideration
that will consist of DCB Common Stock is below 50% and either Thacher Proffitt
& Wood or Skadden, Arps, Slate, Meagher & Flom LLP is unable to render its tax
opinion, as described in the Proxy Statement-Prospectus under the caption "THE
MERGER--Material Federal Income Tax Consequences," as a result of the Merger
potentially failing to qualify as a reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended (the
S-7
<PAGE>
"Code"), then DCB will reduce the Aggregate Cash Consideration, and
correspondingly increase the Aggregate Stock Consideration, to the minimum
extent necessary to enable Thacher Proffitt & Wood or Skadden, Arps, Slate,
Meagher & Flom LLP, as the case may be, to render its tax opinion.
Assuming the Pricing Period ended on July 17, 1998 (the last trading day
prior to announcement of the Merger), the Average Closing Price would be
$26.66, the Stock Consideration would be equal to 1.5194 shares of DCB Common
Stock and the Cash Consideration would be $40.50. Assuming the Pricing Period
ended on December 16, 1998 (the latest practicable trading date prior to the
mailing of this Prospectus Supplement), the Average Closing Price would be
$23.48, the Stock Consideration would be equal to 1.7249 shares of DCB Common
Stock per share of FIBC Common Stock and the Cash Consideration would be
$40.50. It is expected that the market price of DCB Common Stock will
fluctuate between the date of this Prospectus Supplement and the date on which
the Merger is consummated and thereafter. Because the aggregate number of
shares of DCB Common Stock to be received by FIBC stockholders in the Merger
will be fixed following determination of the Average Closing Price (subject to
possible adjustment in the circumstances described herein) and because the
market price of DCB Common Stock is subject to fluctuation, the value of the
shares of DCB Common Stock that a holder of FIBC Common Stock may receive in
the Merger may increase or decrease prior to the consummation of the Merger.
For example, assuming the Average Closing Price was $23.48 (based on a
pricing period ending December 16, 1998, the latest practicable trading day
prior to mailing this Prospectus Supplement), then the Final Exchange Ratio
would be 1.7249 shares of DCB Common Stock per share of FIBC Common Stock and
the value of the DCB Common Stock would be $40.50 per share of FIBC Common
Stock (based on the Average Closing Price).
. If the market value of DCB Common Stock increased to $25.50 subsequent
to the determination of the Average Closing Price, then the value of the
DCB Common Stock received would increase by $3.48 per share of FIBC
Common Stock, and, as a result, would be greater than the $40.50 per
share of FIBC Common Stock received under the cash payment alternative.
. If the market value of DCB Common Stock decreased to $21.50 subsequent
to the determination of the Average Closing Price, then the value of the
DCB Common Stock received would decrease by $3.42 per share of FIBC
Common Stock, and, as a result, would be less than the $40.50 per share
received under the cash payment alternative.
Each holder of FIBC Common Stock is urged to check current market price
information of DCB Common Stock prior to making an election. DCB Common Stock
trades on the National Market System of the Nasdaq Stock Market under the
symbol "DCOM." For further information concerning the historical prices of DCB
Common Stock, see "THE MERGER--Market Prices And Dividends."
If the Average Closing Price is less than $20.25, then the FIBC Board of
Directors ("FIBC Board") will have the right to terminate the Merger Agreement
unless, following receipt of FIBC's notice of termination, DCB elects to
increase the Per Share Consideration to be received by FIBC's stockholders to
at least $38.12 for each share of FIBC Common Stock. During the period
following the execution of the Merger Agreement and preceding the mailing of
the Proxy Statement-Prospectus, there was substantial volatility in United
States and foreign stock markets. During this time, the price of a share of
DCB Common Stock, as reported on the Nasdaq Stock Market, was, from time-to-
time, below $20.25. Following approval of the Merger Agreement by the FIBC
stockholders at the Special Meeting, the FIBC Board may elect not to terminate
the Merger Agreement and to consummate the Merger without resoliciting the
FIBC stockholders if the Average Closing Price is less than or equal to
$20.25, even though the Per Share Consideration would be less than $38.12. The
FIBC Board has not yet determined what action it might take under the Merger
Agreement if the Average Closing Price is less than or equal to $20.25. In
such a situation, in considering whether to consummate the Merger without the
resoliciation of the FIBC stockholders, the FIBC Board will, consistent with
its fiduciary duties, take into account all relevant facts and circumstances
that exist at such time, including, without limitation, the advice of its
financial advisor and its legal counsel.
S-8
<PAGE>
DCB is under no obligation to increase the Per Share Consideration, and there
can be no assurance that DCB would elect to increase the Per Share
Consideration if the FIBC Board were to exercise its right to terminate the
Merger Agreement. Any such decision would be made by the DCB Board of Directors
("DCB Board"), consistent with its fiduciary duties, taking into account all
relevant facts and circumstances that exist at such time, including, without
limitation, the advice of its financial advisor and its legal counsel. If the
DCB Board elects to increase the Per Share Consideration as set forth in the
Merger Agreement and as described above, it must give FIBC prompt notice of
such election and of its proposed increase in the Per Share Consideration, in
which case no termination of the Merger Agreement would occur. See "THE
MERGER--Termination" in the Proxy Statement-Prospectus.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
It is intended that the Merger will be treated as a reorganization within the
meaning of Section 368(a) of the Code. Consummation of the Merger is
conditioned upon receipt by DCB of an opinion of Thacher Proffitt & Wood and
receipt by FIBC of an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, each
dated as of the Effective Time, substantially to such effect. In general, it is
expected that (i) no gain or loss will be recognized by DCB or FIBC as a result
of the Merger and (ii) except where any Cash Consideration or cash in lieu of a
fractional share interest in DCB Common Stock is received, no gain or loss will
be recognized by holders of FIBC Common Stock as a result of the receipt of
shares of DCB Common Stock in exchange for their shares of FIBC Common Stock.
Because the tax consequences of receiving cash, DCB Common Stock or a
combination thereof will differ, stockholders of FIBC are urged to read
carefully the information in the Proxy Statement-Prospectus under the caption
"THE MERGER--Material Federal Income Tax Consequences."
MARKET PRICES AND DIVIDENDS
DCB Common Stock is included for quotation on the Nasdaq National Market
(symbol: "DCOM"). The following table sets forth the high and low sale prices
of shares of DCB Common Stock as reported on the Nasdaq National Market, and
the quarterly cash dividends declared per share, for the periods indicated.
<TABLE>
<CAPTION>
DCB
COMMON STOCK
------------------------------
HIGH LOW DIVIDENDS(1)
---- --- ------------
<S> <C> <C> <C>
1996
Quarter ended March 31.................... N/A N/A N/A
Quarter ended June 30..................... 11 1/4 11 11/16 N/A
Quarter ended September 30................ 14 11 3/4 N/A
Quarter ended December 31................. 15 1/8 13 1/4 N/A
1997
Quarter ended March 31.................... 19 5/8 14 1/2 N/A
Quarter ended June 30..................... 20 16 5/8 $0.045
Quarter ended September 30................ 20 3/8 19 9/16 N/A
Quarter ended December 31................. 25 1/2 19 3/16 0.06
1998
Quarter ended March 31.................... 25 1/8 19 7/8 0.08
Quarter ended June 30..................... 29 5/16 25 0.09
Quarter ended September 30................ 28 15 1/4 0.10
Quarter ending December 31
(through December 16, 1998).............. 28 7/16 14 3/4 0.12
</TABLE>
- --------
(1) Pursuant to the Merger Agreement, DCB may not, without the prior written
consent of FIBC, declare or pay any dividend on the DCB Common Stock, except
for normal quarterly dividends, in excess of $0.15 per share.
S-9
<PAGE>
The following table sets forth the last reported sale price per share of DCB
Common Stock on (i) July 17, 1998, the last business day preceding public
announcement of the signing of the Merger Agreement; and (ii) December 16,
1998, the latest practicable date prior to the mailing of this Prospectus
Supplement:
<TABLE>
<CAPTION>
DCB EQUIVALENT PRICE
COMMON STOCK PER FIBC SHARE(1)
------------ -----------------
<S> <C> <C>
July 17, 1998(2)........................... $26 1/8 $40.50
December 16, 1998(3)....................... $20 7/8 $36.01
</TABLE>
- --------
(1) The equivalent prices per share of FIBC Common Stock on July 17, 1998 and
on December 16, 1998, respectively, were determined by multiplying an assumed
exchange ratio of 1.5500 and 1.7249, respectively, (based on the formulas set
forth in the Merger Agreement, see "--Consideration for FIBC Shares"), by the
closing price of DCB Common Stock on the relevant date.
(2) On July 17, 1998, the high and low sales prices of DCB Common Stock were
$26 9/16 and $26 1/8, respectively, as reported on the Nasdaq National
Market.
(3) On December 16, 1998, the high and low sales prices of DCB Common Stock
were $21 3/4 and $20 7/8, respectively, as reported on the Nasdaq National
Market.
FIBC STOCKHOLDERS ARE ADVISED TO OBTAIN CURRENT MARKET QUOTATIONS FOR DCB
COMMON STOCK. The market price of DCB Common Stock will fluctuate between the
date of this Prospectus Supplement and the Election Deadline and thereafter. No
assurance can be given concerning the market price of DCB Common Stock before
or after the Election Deadline.
CERTAIN DIFFERENCES IN STOCKHOLDERS' RIGHTS
At the Effective Time, stockholders of FIBC who receive shares of DCB Common
Stock will continue to have their rights governed by the General Corporation
Law of the State of Delaware (the "DGCL"), but will be governed by the
Certificate of Incorporation and Bylaws of DCB, rather than by the Certificate
of Incorporation and Bylaws of FIBC. Although the rights of stockholders of
each of DCB and FIBC are governed by the DGCL, the rights of stockholders of
DCB differ from the rights of stockholders of FIBC with respect to certain
matters set forth in their respective certificates of incorporation or bylaws.
For a summary of these differences, see "COMPARISON OF CERTAIN RIGHTS OF
STOCKHOLDERS" in the Proxy Statement-Prospectus.
DESCRIPTION OF DIME COMMUNITY BANCSHARES, INC. CAPITAL STOCK
For a description of DCB's capital stock, including the DCB Common Stock, see
"DESCRIPTION OF DCB CAPITAL STOCK" and "COMPARISON OF CERTAIN RIGHTS OF
STOCKHOLDERS" in the Proxy Statement-Prospectus.
ELECTION, ALLOCATION AND PRORATION PROCEDURES
The following is a summary of information concerning the election, allocation
and proration procedures that are applicable to the Merger. The procedures for
completing the enclosed Election Form are described in detail in such Election
Form and the accompanying instructions, which stockholders are urged to read
carefully. The terms of the election, allocation and proration procedures that
follow are set forth in the Merger Agreement and are also described in the
Proxy Statement-Prospectus under the heading "THE MERGER."
DESCRIPTION OF ELECTIONS
Each record holder of FIBC Common Stock is being asked to make an "Election"
to receive either (i) the Stock Consideration for each share of FIBC Common
Stock held or (ii) the Cash Consideration for each share of FIBC Common Stock
held. Notwithstanding the foregoing, no holder of FIBC Common Stock may elect
to
S-10
<PAGE>
receive DCB Common Stock if such stockholder owns fewer than 50 shares of FIBC
Common Stock. If a stockholder either (i) does not submit a properly completed
Election Form in a timely fashion or (ii) revokes his or her Election Form
prior to the deadline for the submission of the Election Form, then the shares
of FIBC Common Stock held by such stockholder will be designated "No Election
Shares."
ELECTION PROCEDURES
All elections will be required to be made on an Election Form and, if
appropriate, a Notice of Guaranteed Delivery. To make an effective election
with respect to shares of FIBC Common Stock, the holder thereof must, in
accordance with the Election Form, (i) complete properly and return the Letter
of Transmittal and Election Form to the Exchange Agent, (ii) either (a) deliver
therewith his or her FIBC stock certificates with respect to such shares (or an
appropriate guarantee of delivery thereof), or (b) complete the procedure for
delivery by book-entry transfer of such shares on a timely basis, and (iii)
deliver therewith any other required documents, prior to the Election Deadline.
FIBC CERTIFICATES MUST BE RETURNED WITH THE ENCLOSED ELECTION FORM AND LETTER
OF TRANSMITTAL TO THE EXCHANGE AGENT. If an FIBC stock certificate has been
lost, stolen or destroyed, the holder is requested to immediately contact
Registrar & Transfer, Co., FIBC's transfer agent, for instructions as to how to
submit a valid Election. See "--Lost, Stolen or Destroyed Certificates."
A holder of shares of FIBC Common Stock having a preference as to the form of
consideration to be received for his or her shares of FIBC Common Stock should
make an Election because shares as to which an Election has been made will be
given priority in allocating such consideration over shares as to which an
Election is not received. Neither FIBC, DCB nor their respective Boards make
any recommendation as to whether stockholders should elect to receive the Cash
Consideration or the Stock Consideration in the Merger. Each holder of FIBC
Common Stock must make his or her own decision with respect to such election.
Each holder of record is entitled to make an Election and submit an Election
Form covering all shares of FIBC Common Stock actually held of record by such
holder. Nominee record holders, which includes any nominee, any trustee or any
other person that holds shares of FIBC Common Stock in any capacity whatsoever
on behalf of another person or entity, are entitled to make a separate Election
in each capacity, as well as an Election on behalf of each beneficial owner of
shares of FIBC Common Stock held through such nominee record holder through
proper instructions and documentation. Special rules are provided for Elections
made by nominees and those who hold in various capacities. See Instruction 14
to the Election Form. Beneficial owners who are not record holders are not
entitled to submit an Election Form but must make their Election through their
record owner.
Holders of FIBC Common Stock who wish to have certificates for DCB Common
Stock or checks for fractional shares or cash to be paid in the Merger issued
in names or mailed to addresses different than those of the record holders of
FIBC Common Stock must comply with Instruction 10 to the Election Form.
You may cause a written guarantee substantially in the form enclosed herewith
(the "Notice of Guaranteed Delivery") by a member firm of an approved Signature
Guarantee Medallion Program (an "Eligible Institution"), to be received by the
Exchange Agent at or prior to the Election Deadline. Such Notice of Guaranteed
Delivery must state your name, the number of FIBC shares represented by your
stock certificate and the Election with respect to such shares, and the
Eligible Institution must guarantee the delivery to the Exchange Agent of your
stock certificate(s) within three (3) trading days following the date of the
Notice of Guaranteed Delivery. If this procedure is followed, your stock
certificate(s) must be received by the Exchange Agent within three (3) trading
days following the date of the Notice of Guaranteed Delivery relating thereto.
Additional copies of the Notice of Guaranteed Delivery may be obtained upon
request from the Information Agent.
S-11
<PAGE>
Neither a Cash Election nor a Stock Election will be effective if the
Election Form or Notice of Guaranteed Delivery is not properly completed and
signed (with signature guarantees, if required by the Election Form) by the
record holder of shares of FIBC Common Stock for which an election is made, and
actually received by the Exchange Agent at one of the proper locations
specified in the Election Form or Notice of Guaranteed Delivery by the Election
Deadline. For a Cash Election or a Stock Election to be effective, a properly
completed and signed Election Form or Notice of Guaranteed Delivery must be
received on time and be accompanied (or followed within three (3) trading days
in the case of a Notice of Guaranteed Delivery) by the certificate or
certificates representing all of the FIBC Common Stock held of record by the
holder of record submitting the Election Form or Notice of Guaranteed Delivery.
The Election Deadline is 5:00 p.m., New York City time, on January 13, 1999.
Stockholders who do not indicate an election on the Election Form or Notice of
Guaranteed Delivery are also asked to send in the certificate or certificates
representing their FIBC Common Stock when they return their completed Election
Form. Any Cash Election or Stock Election may be revoked, but only by written
notice actually received by the Exchange Agent at one of the proper locations
specified in the Election Form by January 13, 1999. See Instruction 2 to
Election Form.
DCB and the Exchange Agent shall be entitled to rely upon FIBC's stock
transfer books to establish the identity of those persons entitled to receive
the Merger Consideration, which books shall be conclusive with respect thereto.
In the event of a dispute with respect to ownership of stock represented by any
FIBC stock certificate, DCB and the Exchange Agent shall be entitled to deposit
any consideration represented thereby in escrow with an independent third party
and thereafter be relieved with respect to any claims thereto.
DCB has the discretion, which it may delegate in whole or in part to the
Exchange Agent, to determine whether Election Forms have been properly
completed, signed and submitted or revoked and to disregard immaterial defects
in Election Forms and revocations. The decisions of DCB or of the Exchange
Agent with respect to the effectiveness of any Election Form or revocation will
be conclusive and binding. Allocations will be made by the Exchange Agent and
will be conclusive and binding on holders of FIBC Common Stock.
IF A STOCKHOLDER DOES NOT MAKE AN EFFECTIVE CASH ELECTION OR STOCK ELECTION
WITH RESPECT TO RECEIVING EITHER DCB COMMON STOCK OR CASH FOR ALL OF SUCH
STOCKHOLDER'S SHARES (I.E. IF THE STOCKHOLDER FAILS TO SEND TO THE EXCHANGE
AGENT FIBC STOCK CERTIFICATES WITH A PROPERLY COMPLETED AND SIGNED ELECTION
FORM OR THE EXCHANGE AGENT DOES NOT ACTUALLY RECEIVE THE PROPER DOCUMENTS AT
ONE OF THE PROPER LOCATIONS SPECIFIED IN THE ELECTION FORM BY THE ELECTION
DEADLINE), THEN THE STOCKHOLDER WILL BE DEEMED TO HAVE MADE A NO-ELECTION.
NEITHER DCB NOR THE EXCHANGE AGENT WILL BE UNDER ANY OBLIGATION TO NOTIFY ANY
PERSON OF ANY DEFECT IN AN ELECTION FORM OR REVOCATION SUBMITTED TO THE
EXCHANGE AGENT.
ALLOCATION PROCEDURES
If the Aggregate Cash Consideration is greater than the Per Share
Consideration multiplied by the total number of Cash Election Shares (the "Cash
Election Amount"), then:
(i) all Cash Election Shares will be converted into the right to receive
an amount of cash equal to the Per Share Consideration;
(ii) the Exchange Agent will select, on a pro rata basis, first from
among the holders of No Election Shares and then, if necessary, from among
the holders of Stock Election Shares, a sufficient number of such shares
("Cash Designee Shares") such that the sum of the Cash Designee Shares and
the Cash Election Shares multiplied by the Per Share Consideration equals
as closely as practicable the Aggregate Cash Consideration (the Cash
Designee Shares will be converted into the right to an amount of cash equal
to the Per Share Consideration); and
(iii) any Stock Election Shares and any No Election Shares, in each case,
not so selected as Cash Designee Shares will be converted into the right to
receive DCB Common Stock at the Final Exchange Ratio.
S-12
<PAGE>
If the Aggregate Cash Consideration is less than the Cash Election Amount,
then:
(i) all Stock Election Shares and all No Election Shares will be
converted into the right to receive DCB Common Stock at the Final Exchange
Ratio;
(ii) the Exchange Agent will select, on a pro rata basis from among the
holders of Cash Election Shares, a sufficient number of such shares ("Stock
Designee Shares") such that the number of Stock Designee Shares multiplied
by the Per Share Consideration equals as closely as practicable the
difference between the Cash Election Amount and the Aggregate Cash
Consideration (the Stock Designee Shares shall be converted into the right
to receive DCB Common Stock at the Final Exchange Ratio); and
(iii) any Cash Election Shares not so selected as Stock Designee Shares
shall be converted into the right to receive an amount of cash equal to the
Per Share Consideration.
The pro rata selection process to be used by the Exchange Agent will consist
of such equitable pro ration processes as shall be mutually determined by DCB
and FIBC.
DISSENTING STOCKHOLDERS
Any shares as to which appraisal rights have been asserted and not withdrawn
("Dissenting Shares") shall not be converted into the right to receive the
Merger Consideration unless and until the holder shall have failed to perfect,
or shall have effectively withdrawn or lost, his or her right to dissent. If
any such holder shall have so failed to perfect or shall have effectively
withdrawn or lost such right, each share of such holder's FIBC Common Stock
shall be deemed to be No Election Shares and shall be subject to the allocation
and proration procedures described herein. See "THE MERGER--Appraisal Rights"
in the Proxy Statement-Prospectus.
MISCELLANEOUS
If DCB effects a stock dividend, reclassification, recapitalization, split-
up, combination, exchange of shares or similar transaction prior to the
Effective Time, an appropriate adjustment to the consideration will be made.
Notwithstanding anything to the contrary contained herein, no certificates or
scrip representing fractional shares of DCB Common Stock shall be issued upon
the surrender for exchange of FIBC stock certificates, no dividend or
distribution with respect to DCB Common Stock shall be payable on or with
respect to any fractional share, and such fractional share interests shall not
entitle the owner thereof to vote or to any other rights of a stockholder of
DCB. In lieu of the issuance of any such fractional share, DCB shall pay to
each former stockholder of FIBC who otherwise would be entitled to receive a
fractional share of DCB Common Stock an amount in cash determined by
multiplying (i) the Average Closing Price by (ii) the fraction of a share of
DCB Common Stock which such holder would otherwise be entitled to receive
pursuant to the Merger Agreement.
Upon consummation of the Merger, any shares of FIBC Common Stock that are
owned by FIBC as treasury stock or that are held directly or indirectly by DCB,
other than in a fiduciary capacity or in satisfaction of a debt previously
contracted, will be canceled and retired and no payment will be made with
respect thereto and such shares will not be considered for purposes of the
foregoing.
DELIVERY OF DCB COMMON STOCK AND CASH
After the completion of the foregoing election, allocation and proration
procedures, each holder of an FIBC stock certificate who surrenders to the
Exchange Agent such certificate or certificates will be entitled, upon
acceptance of such certificates by the Exchange Agent, to (i) a certificate or
certificates representing the number of full shares of DCB Common Stock and/or
the amount of cash into which the aggregate number of shares of FIBC Common
Stock previously represented by such surrendered certificate or certificates
has been
S-13
<PAGE>
converted pursuant to the Merger Agreement and (ii) any other distribution
theretofore paid with respect to the DCB Common Stock issuable to such holder
in the Merger, in each case without interest. The Exchange Agent will accept
such FIBC stock certificates upon compliance with such reasonable terms and
conditions as the Exchange Agent may impose to effect an orderly exchange
thereof in accordance with normal exchange practices. It is expected that the
Exchange Agent will distribute DCB Common Stock and cash with respect to shares
of FIBC Common Stock covered by effective Election Forms promptly after the
Merger is completed.
At or prior to the Effective Time, DCB shall deposit, or shall cause to be
deposited, with the Exchange Agent, for the benefit of the holders of FIBC
Common Stock, certificates representing the shares of DCB Common Stock, the
cash in lieu of fractional shares and an amount of cash sufficient to pay the
Aggregate Cash Consideration (such cash and certificates for shares of DCB
Common Stock, together with any dividends or distributions with respect
thereto, being hereinafter referred to as the "Exchange Fund") to be issued or
paid pursuant to the Merger Agreement in exchange for shares of FIBC Common
Stock.
As soon as practicable after the Effective Time, and in no event more than
five business days thereafter, the Exchange Agent shall mail to each holder of
record of an FIBC stock certificate who has not previously surrendered such
FIBC stock certificate, with a Letter of Transmittal (which shall specify that
delivery shall be effected, and risk of loss and title to the FIBC stock
certificates shall pass, only upon delivery of the FIBC stock certificates to
the Exchange Agent) and instructions for use in effecting the surrender of the
FIBC stock certificates in exchange for the Merger Consideration into which the
shares of FIBC Common Stock represented by such FIBC stock certificate shall
have been converted pursuant to the Merger Agreement. Upon surrender of an FIBC
stock certificate for exchange and cancellation to the Exchange Agent, together
with a duly executed Letter of Transmittal, the holder of such FIBC stock
certificate shall be entitled to receive in exchange therefor the Merger
Consideration to which such holder of FIBC Common Stock shall have become
entitled pursuant to the Merger, and the FIBC stock certificate so surrendered
shall forthwith be canceled. No interest will be paid or accrued on any cash
constituting Merger Consideration (including the cash in lieu of fractional
shares) and any unpaid dividends and distributions, if any, payable to holders
of FIBC stock certificates.
No dividends or other distributions declared after the Effective Time with
respect to DCB Common Stock and payable to the holders of record thereof shall
be paid to the holder of any unsurrendered FIBC stock certificate with respect
to the shares of DCB Common Stock represented thereby, and no cash payment in
lieu of any fractional shares shall be paid to any such holder, until the
holder shall surrender such FIBC stock certificate. After the surrender of any
such FIBC stock certificate, the holder thereof shall be entitled to receive
any such dividends or other distributions, without any interest thereon, which
theretofore had become payable with respect to shares of DCB Common Stock, if
any, represented by such FIBC stock certificate.
After the Effective Time, there shall be no transfers on the stock transfer
books of FIBC of the shares of FIBC Common Stock which were issued and
outstanding immediately prior to the Effective Time. If, after the Effective
Time, FIBC stock certificates representing such shares are presented for
transfer to the Exchange Agent, they shall be canceled and exchanged for Merger
Consideration as provided herein and pursuant to the Merger Agreement.
Any portion of the Exchange Fund that remains unclaimed by the stockholders
of FIBC for 12 months after the Effective Time shall be paid to DCB. Any
stockholders of FIBC who have not theretofore exchanged their FIBC stock
certificates shall thereafter look only to DCB for payment of the cash, shares
of DCB Common Stock, cash in lieu of fractional shares and unpaid dividends and
distributions on the DCB Common Stock deliverable in respect of each share of
FIBC Common Stock such stockholder holds as determined pursuant to the Merger
Agreement, in each case, without any interest thereon. If outstanding FIBC
stock certificates are not surrendered or the payment for them is not claimed
prior to the date on which such payments would otherwise escheat to or become
the property of any governmental unit or agency, the unclaimed items shall, to
the extent permitted by abandoned property and any other applicable law, become
the property of DCB (and to the extent not in its possession shall be paid over
to it), free and clear of all claims or
S-14
<PAGE>
interest of any person previously entitled to such claims. Notwithstanding the
foregoing, none of DCB, FIBC, the Exchange Agent or any other person shall be
liable to any former holder of shares of FIBC Common Stock for any amount
properly delivered to a public official pursuant to applicable abandoned
property, escheat or similar laws.
LOST, STOLEN OR DESTROYED CERTIFICATES
In the event any FIBC stock certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such FIBC stock certificate to be lost, stolen or destroyed and, if required by
DCB, the posting by such person of a bond in such amount as DCB may direct as
indemnity against any claim that may be made against it with respect to such
FIBC stock certificate, the Exchange Agent will issue in exchange for such
lost, stolen or destroyed FIBC stock certificate the cash and/or shares of DCB
Common Stock and cash in lieu of fractional shares deliverable in respect
thereof pursuant to the Merger Agreement. See Instruction 12 to the Election
Form.
S-15
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF DCB
Set forth below is selected consolidated financial and other data of DCB,
which is based on, and qualified in its entirety by, the consolidated financial
statements of DCB and subsidiary, including the notes thereto, that are
incorporated by reference in the Proxy Statement-Prospectus and should be read
in conjunction therewith. The selected consolidated financial and other data
for DCB at and for the three-month periods ended September 30, 1998 and
September 30, 1997 were not audited, but, in the opinion of management, contain
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of the financial condition and results for such periods.
The results of operations for the three-month period ended September 30, 1998
are not necessarily indicative of the results of operations to be expected for
the remainder of the year or any other interim period.
<TABLE>
<CAPTION>
AT AT JUNE 30,
SEPTEMBER 30, --------------------------------------------------
1998 1998 1997 1996(1) 1995 1994
------------- ---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
(UNAUDITED) (IN THOUSANDS)
SELECTED FINANCIAL
CONDITION DATA:
Total assets(2)......... $1,743,657 $1,623,926 $1,315,026 $1,371,821 $662,739 $646,458
Loans, net(3)........... 1,013,658 938,046 739,858 575,874 424,680 427,960
Mortgage-backed
securities(4).......... 460,652 410,589 308,525 209,941 91,548 94,356
Investment
securities(2)(4)....... 174,780 174,551 168,596 392,450 101,695 86,686
Federal funds sold(2)... 24,732 9,329 18,902 115,130 17,809 7,029
Goodwill................ 23,427 24,028 26,433 28,438 -- --
Deposits................ 1,025,135 1,038,342 963,395 950,114 554,841 546,761
Borrowings.............. 473,942 360,106 139,543 27,708 17,820 17,871
Stockholders'
equity(5).............. 180,074 186,349 190,889 213,071 77,067 67,919
Tangible stockholders'
equity(5).............. 152,767 159,558 162,361 184,188 76,321 67,646
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS ENDED
SEPTEMBER 30, FOR THE YEAR ENDED JUNE 30,
--------------- -----------------------------------------
1998 1997 1998 1997 1996(1) 1995 1994
------- ------- -------- ------- ------- ------- -------
(UNAUDITED) (IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
SELECTED OPERATING DATA:
Interest income......... $29,583 $24,728 $106,464 $89,030 $52,619 $49,223 $49,821
Interest expense on
deposits and
borrowings............. 16,983 12,702 56,935 41,564 23,516 18,946 17,594
------- ------- -------- ------- ------- ------- -------
Net interest income..... 12,600 12,026 49,529 47,466 29,103 30,277 32,227
Provision for losses.... 60 525 1,635 4,200 2,979 2,950 4,105
------- ------- -------- ------- ------- ------- -------
Net interest income
after provision for
loan losses............ 12,540 11,501 47,894 43,266 26,124 27,327 28,122
Non-interest income..... 1,254 981 7,007 4,133 1,375 1,773 2,267
Non-interest
expense(6)............. 6,692 6,746 29,937 27,492 14,021 14,053 12,714
------- ------- -------- ------- ------- ------- -------
Income before income tax
expense and cumulative
effect of changes in
accounting principle... 7,102 5,736 24,964 19,907 13,478 15,047 17,675
Income tax expense(7)... 3,119 2,898 11,866 7,591 6,181 6,621 8,211
------- ------- -------- ------- ------- ------- -------
Income before cumulative
effect of changes in
accounting principle... 3,983 2,838 13,098 12,316 7,297 8,426 9,464
Cumulative effect on
prior years of changing
to a different method
of accounting for:
Income taxes(8)........ -- -- -- -- -- -- (383)
Postretirement benefits
other than
pensions(9)........... -- -- -- -- (1,032) -- --
------- ------- -------- ------- ------- ------- -------
Net Income(10)......... $ 3,983 $ 2,838 $ 13,098 $12,316 $ 6,265 $ 8,426 $ 9,081
======= ======= ======== ======= ======= ======= =======
</TABLE>
(see notes on the next page)
S-16
<PAGE>
<TABLE>
<CAPTION>
AT OR FOR THE
THREE MONTHS
ENDED AT OR FOR THE YEAR ENDED JUNE 30,
SEPTEMBER 30, ----------------------------------------
1998 1998 1997 1996 1995 1994
------------- -------- ------ ------ ------ ------
(DOLLARS IN THOUSANDS, EXCEPT PER
(UNAUDITED) SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
SELECTED FINANCIAL
RATIOS AND OTHER DATA:
PERFORMANCE RATIOS:
Return on average
assets(10)(11)(12)..... 0.96% 0.90% 1.00% 1.07% 1.33% 1.46%
Return on average
stockholders'
equity(10)(11)(12)..... 8.74 7.06 5.94 9.07 11.50 14.66
Return on average
tangible stockholders'
equity(10)(11)(12)..... 10.26 8.24 6.84 11.84 11.53 14.66
Stockholders' equity to
total assets at end of
period................. 10.33 11.48 14.52 15.53 11.63 10.51
Tangible equity to
tangible assets at end
of period.............. 8.90 9.99 12.62 13.72 11.53 10.47
Loans to deposits at end
of period.............. 100.05 91.50 77.91 61.43 77.47 78.94
Average interest rate
spread(13)............. 2.66 2.97 3.38 3.85 4.51 4.80
Net interest
margin(14)............. 3.15 3.56 4.07 4.41 4.91 5.12
Average interest-earning
assets to average
interest-bearing
liabilities............ 112.79 114.38 119.33 115.68 113.15 111.50
Non-interest expense to
average
assets(10)(11)......... 1.62 2.05 2.24 2.06 2.21 1.97
Core non-interest
expense to average
assets(11)(16)......... 1.47 1.73 1.87 2.06 2.21 1.97
Efficiency
ratio(10)(15).......... 49.23 56.09 54.32 45.98 44.11 37.63
Core efficiency
ratio(15)(16).......... 44.81 47.39 45.55 45.98 44.11 37.63
PER SHARE DATA:
Diluted Earnings per
share(10).............. $ 0.35 $ 1.09 $ 0.95 N/A N/A N/A
Cash dividends per
share.................. 0.10 0.23 0.045 - N/A N/A
Book value per share.... 15.37 15.30 14.58 $14.65 N/A N/A
Tangible book value per
share.................. 13.04 13.10 12.40 12.66 N/A N/A
CASH EARNINGS
INFORMATION:
Cash return on average
assets(11)(12)(17)..... 1.29% 1.31% 1.36% 1.07% 1.33% 1.46%
Cash return on average
stockholders'
equity(11)(12)(17)..... 11.76 10.30 8.06 9.07 11.50 14.66
Cash return on average
tangible stockholders'
equity(11)(12)(17)..... 13.80 12.01 9.27 9.07 11.50 14.66
Cash earnings per
share(17).............. $ 0.47 $ 1.74 $ 1.29 N/A N/A N/A
ASSET QUALITY RATIOS AND
OTHER DATA:
Total non-performing
loans(18).............. $1,225 $ 884 $3,190 $6,551 $5,073 $6,248
Other real estate owned,
net.................... 536 825 1,697 1,946 4,466 8,200
Non-performing loans to
total loans............ 0.12% 0.09% 0.43% 1.12% 1.18% 1.45%
Non-performing loans and
real estate owned to
total assets........... 0.10 0.11 0.37 0.62 1.44 2.23
ALLOWANCE FOR LOAN
LOSSES TO:
Non-performing loans.... 978.86% 1,365.95% 336.24% 119.25% 101.99% 58.15%
Total loans(19)......... 1.17 1.27 1.43 1.34 1.20 0.84
REGULATORY CAPITAL
RATIOS: (DIME OF
WILLIAMSBURGH ONLY)
Tangible capital........ 7.83% 8.32% 9.86% 9.49% 11.53% 10.47%
Core capital............ 7.83 8.32 9.87 9.50 11.56 10.51
Risk-based capital...... 15.84 16.58 19.99 21.24 22.18 19.83
FULL SERVICE BRANCHES... 14 14 15 15 7 7
</TABLE>
- --------
(1) Since the acquisition of Conestoga Bancorp, Inc. was completed at June 26,
1996, its contribution to the company's earnings and the effect upon
average balance computations for fiscal year ended June 30, 1996 were not
material.
(2) At June 30, 1996, investment securities and federal funds sold include
$125.0 million and $6.1 million respectively, of excess proceeds
resulting from the oversubscription to DCB's initial public offering. The
excess proceeds were refunded on July 1, 1996.
(3) Loans, net, represents gross loans less net deferred loan fees and
allowance for loan losses.
(4) DCB has classified its securities as "held-to-maturity" or "available for
sale" since July 1, 1994, when it adopted SFAS No. 115, "Accounting for
Investments in Debt and Equity Securities." Amount includes investment in
Federal Home Loan Bank of New York ("FHLBNY") capital stock.
(5) Stockholders' equity and tangible stockholders' equity increased from
June 30, 1995 to June 30, 1996 primarily due to the initial public
offering.
(6) Excluding a non-recurring charge of $2.0 million related to the
recapitalization of the SAIF non-interest expense was $25.5 million
during the year ended June 30, 1997.
(7) Excluding non-recurring New York State and New York City income tax
recoveries of $1.9 million and $1.0 million, respectively, income tax
expense was $10.5 million during the fiscal year ended June 30, 1997.
(notes continued on next page)
S-17
<PAGE>
(8) Pursuant to Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," on July 1, 1993, DCB changed prospectively
to the deferred method of accounting for income taxes. The effect of the
adoption of this standard is reflected in the selected operating data as
the cumulative effect of adopting a change in accounting principles.
(9) DCB adopted Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions"
effective July 1, 1995. DCB elected to record the full accumulated
postretirement benefit obligation upon adoption. This resulted in a
cumulative effect adjustment of $1,032,000 (after reduction for income
taxes of $879,000) to apply retroactively to previous years the new
method of accounting, which is shown in the consolidated statement of
income for the year ended June 30, 1996.
(10) Excluding the effects of the SAIF special assessment and the recovery of
New York State and City deferred income taxes previously provided, net
income would have been $10.5 million, and the return on average assets,
return on average stockholders' equity, return on average tangible
stockholders' equity, non-interest expense to average assets, the
efficiency ratio, and earnings per share would have been 0.86%, 5.08%,
5.85%, 2.07%, 50.30% and $0.81, respectively, for the year ended June 30,
1997.
(11) These ratios are based on average daily balances during the indicated
periods. The ratios for the three months ended September 30, 1998 are
annualized.
(12) Income before cumulative effect of changes in accounting principles is
used to calculate return on average assets and return on average equity
ratios.
(13) Average interest rate spread represents the difference between the
weighted-average yield on interest-earnings assets and the weighted-
average cost of interest-bearing liabilities.
(14) The net interest margin represents net interest income as a percentage of
average interest-earning assets.
(15) The efficiency ratio represents non-interest expense as a percentage of
the sum of net interest income and non-interest income excluding any gains
or losses on sales of assets.
(16) In calculating these ratios, amortization expense related to goodwill and
the SAIF recapitalization charge are excluded from non-interest expense.
(17) In calculating these ratios, non-interest expense excludes expenses such
as goodwill amortization and the after-tax effect of compensation expense
related to DCB's stock benefit plans which are accretive to book value.
Excluding the effects of the SAIF Special Assessment and the recovery of
New York State and City deferred income taxes previously provided cash
return on average assets, cash return on average stockholders' equity,
cash return on average tangible stockholders' equity, and cash earnings
per share would have been 1.21%, 7.19%, 8.28%, and $1.15 for the year
ended June 30, 1997.
(18) Non-performing loans consist of non-accrual loans; DCB did not have any
loans that were 90 days or more past due and still accruing at any of the
dates presented. Non-performing loans do not include troubled-debt
restructurings.
(19) Total loans represents loans, net, plus the allowance for loan losses.
S-18
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF FIBC
The following tables set forth selected historical consolidated financial and
other data of FIBC for the five years ended September 30, 1998. Following the
Merger, the combined company's fiscal year, like that of DCB, will end on June
30. The financial information of FIBC for the four years ended September 30,
1997 is based on, and qualified in its entirety by, the consolidated financial
statements of FIBC and subsidiary, including the notes thereto, which are
incorporated by reference in the Proxy Statement-Prospectus and should be read
in conjunction therewith. The selected consolidated financial and other data of
FIBC for the year ended September 30, 1998 was not audited, but in the opinion
of management of FIBC, contains all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the financial
condition and results for such period.
S-19
<PAGE>
FINANCIAL BANCORP, INC. AND SUBSIDIARY
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA
<TABLE>
<CAPTION>
AT SEPTEMBER 30,
-------------------------------------------------
1998 1997 1996 1995 1994
----------- -------- -------- -------- --------
(UNAUDITED) (IN THOUSANDS)
SELECTED FINANCIAL CONDITION
DATA:
<S> <C> <C> <C> <C> <C>
Total assets................ $318,611 $296,956 $266,763 $228,823 $171,642
Total loans receivable,
net........................ 196,027 153,292 140,314 110,062 83,505
Investments securities(1)... 54,599 71,986 56,406 40,359 17,801
Mortgage-backed
securities(2).............. 48,921 47,878 54,853 62,008 49,839
Deposits.................... 228,096 213,394 202,884 186,492 140,182
Borrowed funds.............. 55,770 53,000 33,652 12,501 --
Stockholders' equity........ 29,175 26,856 25,787 27,179 29,300
<CAPTION>
FOR THE YEAR ENDED SEPTEMBER 30,
-------------------------------------------------
1998 1997 1996 1995 1994
----------- -------- -------- -------- --------
(UNAUDITED) (IN THOUSANDS)
SELECTED OPERATING DATA:
<S> <C> <C> <C> <C> <C>
Interest income............. $ 21,965 $ 20,072 $ 17,823 $ 14,256 $ 10,490
Interest expense............ 11,790 10,029 8,691 6,286 4,000
-------- -------- -------- -------- --------
Net interest income......... 10,175 10,043 9,132 7,970 6,490
Provision for loan losses... 401 427 543 342 183
Non-interest income:
Fees, service charges,
gain/(loss) on sales and
other income.............. 1,015 656 490 309 355
Gain/(loss) from real
estate operations......... (58) 28 (313) (618) (300)
-------- -------- -------- -------- --------
Total non-interest income
(loss).................... 957 684 177 (309) 55
-------- -------- -------- -------- --------
Non-interest expense:
Salaries and employee
benefits................... 2,965 3,207 3,048 2,619 2,301
Occupancy and equipment.... 1,195 1,155 1,064 1,048 826
Advertising................ 84 62 70 129 41
Loss (income) from real
estate owned.............. 22 16 84 77 (12)
Federal insurance
premiums(3)............... 125 173 1,502 390 360
Miscellaneous.............. 1,223 1,253 1,170 1,014 668
-------- -------- -------- -------- --------
Total non-interest
expense................... 5,614 5,866 6,938 5,277 4,184
-------- -------- -------- -------- --------
Income before income taxes.. 5,117 4,434 1,828 2,042 2,178
Income tax expense.......... 2,116 1,929 675 836 921
-------- -------- -------- -------- --------
Net income.................. $ 3,001 $ 2,505 $ 1,153 $ 1,206 $ 1,257
======== ======== ======== ======== ========
</TABLE>
(see notes on the next page)
S-20
<PAGE>
<TABLE>
<CAPTION>
AT OR FOR THE YEAR ENDED
SEPTEMBER 30,
---------------------------------
1998 1997 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
SELECTED FINANCIAL RATIOS AND OTHER DATA:
Stockholders' equity to assets at period
end....................................... 9.16% 9.04% 9.67% 11.88% 17.07%
Return on average assets................... 0.97 0.92 0.47 0.60 0.79
Return on average equity................... 10.69 9.57 4.31 4.18 9.76
Net interest rate spread................... 2.95 3.43 3.48 3.70 4.12
Net interest margin........................ 3.45 3.87 3.91 4.18 4.29
Operating expenses to average assets
(4)(5).................................... 1.81 2.05 2.20 2.57 2.63
Efficiency ratio (4)(5).................... 50.61 52.31 56.01 62.81 61.29
Non-performing assets to total assets...... 1.78 2.17 2.17 2.65 2.95
Non-performing loans to total loans........ 0.81 1.69 1.45 1.72 1.95
Allowance for loans losses to total loans.. 0.84 0.91 1.09 1.10 1.31
Number of full-service facilities.......... 5 5 5 5 5
</TABLE>
- --------
(1) Includes FHLBNY stock and investments available for sale.
(2) Includes mortgage-backed securities available for sale.
(3) Includes non-recurring SAIF assessment of $1,115,000 for the year ended
September 30, 1996.
(4) Operating expenses represent total non-interest expenses excluding (income)
loss from real estate owned.
(5) Excludes non-recurring SAIF assessment of $1,115,000 and severance payment
of $369,000 for the year ending September 30, 1996 and severance payment of
$268,000 for the year ending September 30, 1997.
S-21
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED FINANCIAL INFORMATION
The following statements set forth certain condensed combined consolidated
financial information for DCB and FIBC on an unaudited pro forma combined basis
giving effect to the Merger as if the Merger had become effective on September
30, 1998, in the case of financial condition information presented, and as if
the Merger had become effective at the beginning of the periods indicated, in
the case of operations information presented. The pro forma adjustments to the
financial condition information and statements of operations are based on
information available as of September 30, 1998. The pro forma information in
the statements assumes that the Merger is accounted for using the purchase
method of accounting. See "THE MERGER--Accounting Treatment" in the Proxy
Statement-Prospectus. The unaudited pro forma statements of operations for the
year ended June 30, 1998 have been derived from the historical statements of
operations of DCB for the year ended June 30, 1998 and for FIBC for the twelve
months ended June 30, 1998. The unaudited pro forma statements of operations
for the three months ended September 30, 1998 have been derived from the
historical statements of operations of DCB and FIBC for three-months ended
September 30, 1998. These statements should be read in conjunction with, and
are qualified in their entirety by, the historical financial statements,
including the notes thereto, of DCB and FIBC incorporated by reference in the
Proxy Statement-Prospectus. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE" in the Proxy Statement-Prospectus.
The pro forma condensed combined consolidated financial information set forth
in the following tables do not give effect to anticipated cost savings and
revenue enhancement opportunities that could result from the Merger or any
other items of income or expense which may result from the Merger.
Additionally, the pro forma financial information does not give effect to any
anticipated asset growth of DCB's pro forma assets. The unaudited pro forma
condensed combined consolidated financial information is presented for
informational purposes only and is not necessarily indicative of the combined
financial position or results of operations that would have occurred had the
Merger been consummated on September 30, 1998 or at the beginning of the
periods indicated or which may occur in the future.
S-22
<PAGE>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
FINANCIAL BANCORP, INC. AND SUBSIDIARY
PRO FORMA CONDENSED COMBINED
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1998(A)
-------------------------------------------------
DIME
COMMUNITY FINANCIAL
BANCSHARES, BANCORP, PRO FORMA PRO FORMA
INC. INC. ADJUSTMENTS COMBINED
----------- --------- ----------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and due from banks.... $ 13,000 $ 2,002 $ -- $ 15,002
Investment securities held-
to-maturity............... 65,093 46,201 395 D 111,689
Investment securities
available-for-sale........ 93,721 6,288 (482) D 99,527
Mortgage-backed securities
held-to-maturity.......... 40,113 28,242 340 D 68,695
Mortgage-backed securities
available-for-sale........ 420,539 20,679 -- 441,218
Federal funds sold and
securities purchased
under agreements to
resell.................... 24,732 5,375 -- 30,107
Loans receivable:
Real estate............... 1,020,002 197,142 (231) D 1,216,913
Other loans............... 5,647 542 -- 6,189
Less: allowance for loan
losses................... 11,991 1,657 -- 13,648
---------- -------- -------- ----------
Loans, net................. 1,013,658 196,027 (231) D 1,209,454
---------- -------- -------- ----------
Investment in real estate,
net....................... -- 3,496 -- 3,496
Premises and fixed assets.. 10,810 2,446 2,132 D 15,388
Federal Home Loan Bank of
New York capital stock.... 15,966 2,110 -- 18,076
Other real estate owned,
net....................... 536 739 -- 1,275
Goodwill................... 23,427 -- 42,038 E 65,465
Core deposit premium....... -- 109 2,796 D 2,905
Other assets............... 22,062 4,897 1,327 D 28,286
---------- -------- -------- ----------
TOTAL ASSETS............... $1,743,657 $318,611 48,315 $2,110,583
========== ======== ======== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
LIABILITIES:
Due to depositors......... $1,025,135 $228,096 $ 1,888 D $1,255,119
Escrow and other
deposits................. 16, 787 1,518 -- 18,305
Securities sold under
agreement to repurchase.. 306,442 49,770 -- 356,212
Federal Home Loan Bank of
New York advances........ 167,500 6,000 41,383 CD 214,883
Payable for securities
purchased................ 30,881 -- -- 30,881
Accrued post-retirement
benefit obligation....... 2,738 -- -- 2,738
Other liabilities......... 14,100 4,052 -- 18,152
---------- -------- -------- ----------
TOTAL LIABILITIES.......... $1,563,583 $289,436 $ 43,271 $1,896,290
---------- -------- -------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock........... -- -- -- --
Common stock.............. 145 22 (22) F 145
Additional paid-in
capital.................. 143,676 20,505 (20,505) F 150,692
-- -- 7,016 C --
Unallocated common stock
held by ESOP............. (8,884) (850) 850 F (8,884)
Unearned common stock held
by RRP................... (7,149) (281) 281 F (7,149)
Common stock held by
Benefit Maintenance
Plan..................... (831) -- -- (831)
Treasury stock............ (58,778) (6,356) 6,356 F (31,517)
-- -- 27,261 C --
Retained earnings......... 108,015 16,348 (16,348) F 108,015
Net unrealized
gains/(loss) on
securities available for
sale, -- -- (58) D --
net of deferred taxes.... 3,880 (213) 213 F 3,822
---------- -------- -------- ----------
TOTAL STOCKHOLDERS'
EQUITY.................... 180,074 29,175 5,044 214,293
---------- -------- -------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY...... $1,743,657 $318,611 $ 48,315 $2,110,583
========== ======== ======== ==========
</TABLE>
See "Notes to Pro Forma Condensed Combined Consolidated Financial Statements
(Unaudited)."
S-23
<PAGE>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
FINANCIAL BANCORP, INC. AND SUBSIDIARY
PRO FORMA CONDENSED COMBINED
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998(A)
-----------------------------------------------------
DIME COMMUNITY FINANCIAL PRO FORMA PRO FORMA
BANCSHARES, INC. BANCORP, INC. ADJUSTMENTS COMBINED
---------------- ------------- ----------- ----------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C>
Interest income......... $29,583 $5,684 $ (215)G $35,052
Interest expense........ 16,983 3,056 215 G 20,254
---------- --------- ------- ----------
Net interest income..... 12,600 2,628 (430)G 14,798
Provision for loan
losses................. 60 87 -- 147
---------- --------- ------- ----------
Net interest income
after provision for
loan losses.......... 12,540 2,541 (430) 14,651
---------- --------- ------- ----------
Non-interest income
Service charges and
other fees........... 543 222 -- 765
Gain (loss) on sales
of securities and
other assets......... 244 (100) -- 144
Net gain (loss) on
sales of loans....... 18 7 -- 25
Other................. 449 6 -- 455
---------- --------- ------- ----------
Total non-interest
income............. 1,254 135 -- 1,389
---------- --------- ------- ----------
Non-interest expense:
Salaries and employee
benefits............. 2,796 631 -- 3,427
ESOP and RRP
benefits............. 1,131 139 -- 1,270
Occupancy and
equipment............ 560 197 13 G 770
Federal deposit
insurance premiums... 89 32 -- 121
Data processing....... 311 103 -- 414
Provision for losses
on other real estate
owned................ (2) 1 -- (1)
Amortization of
goodwill............. 601 -- 526 H 1,127
Amortization of core
deposit premium...... -- -- 145 G 145
Other................. 1,206 237 -- 1,443
---------- --------- ------- ----------
Total non-interest
expense............ 6,692 1,340 684 8,716
---------- --------- ------- ----------
Income before income tax
expense................ 7,102 1,336 (1,114) 7,324
Income tax expense...... 3,119 551 (252)I 3,418
---------- --------- ------- ----------
Net income............ $ 3,983 $ 785 $ (862) $ 3,906
========== ========= ======= ==========
Earnings per share:
Basic................. $ 0.38 $ 0.48 $ 0.33
Diluted............... $ 0.35 $ 0.46 $ 0.31
Weighted average number
of shares outstanding.. 10,564,035 1,620,337 11,872,807J
Weighted average number
of shares & common
stock equivalents...... 11,461,825 1,719,296 12,770,597J
</TABLE>
See "Notes to Pro Forma Condensed Combined Consolidated Financial Statements
(Unaudited)."
S-24
<PAGE>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
FINANCIAL BANCORP, INC. AND SUBSIDIARY
PRO FORMA CONDENSED COMBINED
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30, 1998(A)
--------------------------------------------
DIME
COMMUNITY FINANCIAL PRO
BANCSHARES, BANCORP, PRO FORMA FORMA
INC. INC. ADJUSTMENTS COMBINED
----------- --------- ----------- ----------
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C>
Interest income................. $106,464 $21,562 $ (463)G $127,563
Interest expense................ 56,935 11,448 864 G 69,247
---------- --------- ------- ----------
Net interest income............. 49,529 10,114 (1,327)G 58,316
Provision for loan losses....... 1,635 433 -- 2,068
---------- --------- ------- ----------
Net interest income after
provision for loan losses...... 47,894 9,681 (1,327) 56,248
---------- --------- ------- ----------
Non-interest income:
Service charges and other
fees......................... 2,352 757 -- 3,109
Gain on sales of securities
and other assets............. 2,873 193 -- 3,066
Net gain on sales of loans...... 108 3 -- 111
Other........................... 1,674 73 -- 1,747
---------- --------- ------- ----------
Total non-interest income... 7,007 1,026 -- 8,033
---------- --------- ------- ----------
Non-interest expense:
Salaries and employee
benefits..................... 12,748 2,463 -- 15,211
ESOP and RRP benefits......... 5,378 458 -- 5,836
Occupancy and equipment....... 3,011 804 53 G 3,868
Federal deposit insurance
premiums..................... 350 124 -- 474
Data processing............... 1,169 379 -- 1,548
Provision for losses on other
real estate owned............ 114 29 -- 143
Amortization of goodwill...... 2,405 -- 2,103 H 4,508
Amortization of core deposit
premium...................... -- -- 581 G 581
Other......................... 4,762 1,402 -- 6,164
---------- --------- ------- ----------
Total non-interest expense.. 29,937 5,659 2,737 38,333
---------- --------- ------- ----------
Income before income taxes
expense......................... 24,964 5,048 (4,064) 25,948
Income tax expense.............. 11,866 2,162 (843)I 13,185
---------- --------- ------- ----------
Net income...................... $ 13,098 $ 2,886 $(3,221) $12,763
========== ========= ======= ==========
Earnings per Share:
Basic......................... $ 1.19 $ 1.79 $ 1.04
Diluted....................... $ 1.09 $ 1.71 $ 0.96
Weighted average number of
shares outstanding.............. 11,000,740 1,612,440 12,309,512J
Weighted average number of
shares and common
stock equivalents.............. 12,040,730 1,682,910 13,349,502J
</TABLE>
See "Notes to Pro Forma Condensed Combined Consolidated Financial Statements
(Unaudited)."
S-25
<PAGE>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
AND FINANCIAL BANCORP, INC. AND SUBSIDIARY
NOTES TO PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)
(A) Basis of Presentation
The unaudited Pro Forma Condensed Combined Consolidated Statement of
Financial Condition of DCB and Subsidiary and FIBC and Subsidiary at September
30, 1998 has been prepared as if the Merger had been consummated on that date.
The unaudited Pro Forma Condensed Combined Statements of Operations for the
year ended June 30, 1998 and the three months ended September 30, 1998 have
been prepared as if the Merger had become effective at the beginning of the
periods. The pro forma adjustments to the financial condition information and
statements of operations are based on information available as of September 30,
1998. The unaudited pro forma condensed combined consolidated financial
statements are based on the historical financial statements of DCB and FIBC
after giving effect to the Merger under the purchase method of accounting and
the assumptions and adjustments in the notes that follow.
(i) Estimated fair values--Estimated fair values for securities held-to-
maturity, mortgage-backed securities held-to-maturity, loans and borrowings
were calculated in accordance with the methodology of Statement of
Financial Accounting Standards No. 107, "Disclosures About Fair Value of
Financial Instruments." The estimated fair value amounts have been
determined by DCB using available market information and appropriate
valuation methodologies. The resulting net discount/premium on securities
held-to-maturity, mortgage-backed securities held-to-maturity and loans,
respectively, for purposes of these pro forma financial statements, is
being accreted/amortized to interest income on a straight-line basis over
0.5, 3.5 and 8 years, respectively, which represent the estimated lives of
these instruments. The resulting net premium on borrowings is being
amortized into interest expense on a straight-line basis over the remaining
estimated life of 3 years. The fair value of Financial Federal Savings
Bank's premises was estimated by a certified appraiser with the resulting
premium being amortized into depreciation expense over an estimated life of
40 years. The estimated fair value of certificates of deposit was
determined by a third party consulting firm and the resulting premium is
being amortized into interest expense over an estimated life of 2 years.
Additionally, an evaluation analysis of core deposit intangible was
performed by a third party consulting firm and the resulting core deposit
premium is being amortized into non-interest expense on a straight-line
basis over 5 years.
(ii) Income taxes -- A deferred tax asset or liability, as appropriate,
was recorded equal to the deferred tax consequences associated with the
differences between the tax basis and book basis of the assets acquired and
liabilities assumed, using an effective tax rate of 43%, which reflects
DCB's current effective tax rate.
(B) The Merger Agreement requires FIBC, at the written request of DCB, to
modify and change certain of its policies and practices, including loan and
real estate policies and practices (including loan classifications and level of
reserves) before the Effective Time so as to be consistent, on a mutually
satisfactory basis with those of DCB, subject to compliance with generally
accepted accounting principles. FIBC is not obligated to take any such action
more than five days prior to the Effective Time. DCB has advised FIBC that it
expects to make such a request and that it currently expects that compliance
with such requirement will result in an additional provision for loan losses of
$1,300,000. Differences in policies and practices of FIBC and DCB which give
rise to the additional provision include, but are not limited to, evaluation of
current and future economic trends, estimation of fair value, particularly for
collateral dependent loans, designation of non-accrual loans and underwriting
standards. A corresponding deferred tax asset of $580,000 will be recorded in
other assets using FIBC's historical statutory tax rate of 46%. The provision
is not reflected in the unaudited Pro Forma Condensed Combined Consolidated
Financial Statements. However, when booked this provision will have the effect
of increasing the total goodwill by $702,000 and increase the annual goodwill
expense by $35,100. In addition, pursuant to the terms of the Merger Agreement,
FIBC expects to declare a $1.00 per share cash
S-26
<PAGE>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
AND FINANCIAL BANCORP, INC. AND SUBSIDIARY
NOTES TO PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
dividend after the receipt of OTS approval of the Merger and the parties set a
closing date for the transaction. Should this dividend be declared and paid
prior to the completion of the Merger, the goodwill associated with the
purchase transaction would increase by $1.7 million, and the annual goodwill
amortization expense would increase by $85,000, respectively. See "RECENT
DEVELOPMENTS."
(C) Under the terms of the Merger Agreement, holders of FIBC Common Stock
will receive either shares of DCB Common Stock or cash for each share of FIBC
Common Stock held, subject to the allocation and proration procedures set forth
in the Merger Agreement. Assuming an Average Closing Price of $26.19 (assuming
the Pricing Period ended on December 4, 1998), 50% of the shares of FIBC Common
Stock would be converted into the right to receive shares of DCB Common Stock
having a value of $40.50, or 1.5464 shares of DCB Common Stock, and the
remaining 50% would be converted into the right to receive $40.50 in cash.
Based on these assumptions, the total cost of the transaction is summarized as
follows:
<TABLE>
<CAPTION>
50% CASH 50% STOCK TOTAL
-------- --------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
FIBC's total common shares outstanding
(i).................................... $34,277 $34,277(v) $68,554
FIBC total stock options, net of tax
(ii)................................... 2,756 -- 2,756
Estimated transaction costs (iii)...... 3,542 -- 3,542
------- ------- -------
Totals............................... $40,575(iv) $34,277 $74,852
======= ======= =======
</TABLE>
- --------
(i) Based on 1,692,669 shares of FIBC Common Stock outstanding, which
represents 1,708,632 shares of FIBC Common Stock outstanding as of October
31, 1998 less (i) 963 unallocated shares of FIBC Common Stock held in the
Financial Federal Recognition and Retention Plan and (ii) 15,000 shares of
FIBC Common Stock held directly by DCB.
(ii) Assumes that none of the holders of FIBC stock options elects to exchange
such options for DCB's options. As of October 31, 1998, there were 169,800
outstanding options to purchase FIBC Common Stock with a weighted average
exercise price of $14.24.
(iii) Estimated transaction costs of $3,542,000 consist of the following:
<TABLE>
<CAPTION>
IN THOUSANDS
------------
<S> <C>
Merger related compensation and severance................... $ 792
Directors Plan.............................................. 320
Professional fees........................................... 2,228
Other expenses.............................................. 202
------
Total estimated transaction costs......................... $3,542
======
</TABLE>
(iv) It is assumed that the cash portion of the transaction will be financed
through 5 year FHLBNY advances. At September 30, 1998, the rate on the 5
year FHLBNY advances was 5.12%, resulting in annual interest expense of
$2.1 million. A 1/8% change in the interest rate would have a $59,719 pre-
tax effect upon the annual results of operations of DCB.
(v) Assumes the reissuance of DCB's Common Stock through its treasury account
with an average cost per share of $20.83. The fair market value of DCB
Common Stock was $26.19 per share (assuming the Pricing Period ended on
December 4, 1998) for determination of total stock consideration.
S-27
<PAGE>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
AND FINANCIAL BANCORP, INC. AND SUBSIDIARY
NOTES TO PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
(D) Purchase accounting adjustments are estimated as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
FIBC's net assets--historical at September 30, 1998...... $29,175
Elimination of FIBC's core deposit premium............... 109
Elimination of DCB's investment in FIBC Common Stock..... (373)
Fair value adjustments: (i)
Securities held-to-maturity............................ 395
Mortgage-backed securities held-to-maturity............ 340
Loans receivable....................................... (231)
Bank premises.......................................... 2,132
Deposits............................................... (1,888)
Borrowings............................................. (808)
-------
Subtotal--net fair value adjustments..................... (60)
Tax effects of fair value adjustments at 43%............. (26)
-------
Core deposit premium..................................... 2,905
Deferred tax on core deposit premium..................... 1,250
-------
Total core deposit and deferred tax on core deposit
premium................................................. 4,155
-------
Total net adjustments to net assets acquired............. 3,638
-------
Adjusted net assets acquired............................. $32,813
=======
</TABLE>
- --------
(i) Fair value adjustments in accordance with purchase accounting under
generally accepted accounting principles.
(E) The excess of cost over the fair value of net assets acquired is set
forth below:
<TABLE>
<CAPTION>
(IN THOUSANDS)
--------------
<S> <C>
Total cost:
Cash portion............................................ $40,575
Stock portion........................................... 34,277
-------
74,852
Net assets acquired..................................... 32,813
-------
Total excess of cost over the fair value of net assets
acquired............................................... $42,038
=======
</TABLE>
(F) Purchase accounting adjustments to eliminate FIBC's stockholders' equity
accounts.
S-28
<PAGE>
DIME COMMUNITY BANCSHARES, INC. AND SUBSIDIARY
AND FINANCIAL BANCORP, INC. AND SUBSIDIARY
NOTES TO PRO FORMA CONDENSED COMBINED CONSOLIDATED
FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
(G) Pro forma adjustments to interest income, interest expense and non-
interest expense were calculated as follows:
<TABLE>
<CAPTION>
FOR THE THREE FOR THE FISCAL
MONTHS ENDED YEAR ENDED
SEPTEMBER 30, JUNE 30,
1998 1998
------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Amortization of premium on securities (0.5
years).......................................... $(198) $ (395)
Amortization of premium on mortgage-backed
securities (3.5 years).......................... (24) (97)
Accretion of discount on loans (8 years)......... 7 29
----- ------
Total net adjustments--interest income........... $(215) $ (463)
===== ======
Increase in interest expense on borrowings to
fund acquisition................................ $ 519 $2,077
Amortization of premium on deposits (2 years).... (236) (944)
Amortization of premium on borrowings (3 years).. (68) (269)
----- ------
Total net adjustments--interest expense.......... $ 215 $ 864
===== ======
Amortization of premium on bank premises (40
years).......................................... $ 13 $ 53
Amortization of core deposit premium (5 years)... 145 581
----- ------
Total net adjustments--non-interest expense...... $ 159 $ 634
===== ======
</TABLE>
(H) The excess of cost over the fair value of assets acquired is being
amortized, straight-line, over a period of twenty years, which approximates the
average life to maturity of the long-term interest-earning assets.
(I) Income tax expense was calculated using an effective tax rate of 43%.
(J) Basic and diluted weighted average number of common stock and common
stock equivalents utilized for the calculation of earnings per share for the
year ended June 30, 1998 and the three months ended September 30, 1998 were
calculated using DCB's historical weighted average common and common stock
equivalents plus 1,308,772 shares issued to FIBC stockholders under the terms
of the Merger Agreement.
(K) The following table summarizes the estimated impact of the amortization
and accretion of the purchase accounting adjustments made in connection with
the Merger on DCB's results of operations for the next five years:
<TABLE>
<CAPTION>
FUTURE AMOUNTS FOR EXCESS OF COST NET NET EFFECT OF NET DECREASE
TE FISCAL YEARS ENDINGH OVER FAIR VALUE CORE DEPOSIT FAIR VALUE IN INCOME
JUNE 30, ASSETS ACQUIRED AMORTIZATION ADJUSTMENTS BEFORE TAXES
- ----------------------- --------------- ------------ ------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
1999.................... $ 2,103 $ 581 $ (697) $ 1,987
2000.................... 2,103 581 (1,092) 1,592
2001.................... 2,103 581 (148) 2,536
2002.................... 2,103 581 73 2,757
2003.................... 2,103 581 24 2,708
2004 and thereafter..... 31,523 -- 1,780 33,303
------- ------ ------- -------
$42,038 $2,905 $ (60) $44,883
======= ====== ======= =======
</TABLE>
S-29
<PAGE>
[DIME COMMUNITY LETTERHEAD]
December 18, 1998
Dear Financial Bancorp, Inc. Stockholder:
On December 18, 1998, the stockholders of Financial Bancorp, Inc. ("FIBC")
approved and adopted the Agreement and Plan of Merger, dated as of July 18,
1998, between Dime Community Bancshares, Inc. ("DCB") and FIBC (the "Merger
Agreement"), which provides for the merger of FIBC with and into DCB, with DCB
being the surviving corporation (the "Merger"). DCB and FIBC anticipate that
the Merger will be completed by the end of the month of January, 1999.
The Merger Agreement provides that, upon completion of the Merger, each
outstanding share of common stock, par value $0.01 per share, of FIBC ("FIBC
Common Stock") will be converted into the right to receive either shares of
common stock, par value $0.01 per share, of DCB ("DCB Common Stock"), cash or a
combination of cash and stock, subject to the election, allocation and
proration procedures set forth in the Merger Agreement. Under the terms of the
Merger Agreement, cash will be paid in lieu of fractional shares of DCB Common
Stock. The value of the consideration per share to be received by FIBC
stockholders, whether in the form of stock or cash, will be determined based
upon the average of the closing sale prices of DCB Common Stock over a period
of ten consecutive trading days ending on the date that is ten business days
prior to the closing of the Merger.
DCB is now asking you to indicate whether you wish to elect to receive in
exchange for your shares of FIBC Common Stock: (i) shares of DCB Common Stock
(a "Stock Election") or (ii) cash (a "Cash Election"). To assist you in making
this election, enclosed are (1) an Election Form and Letter of Transmittal (the
"Election Form"), (2) the original Proxy Statement-Prospectus, dated November
6, 1998, (the "Proxy Statement-Prospectus") and (3) a Prospectus Supplement to
the Proxy Statement-Prospectus.
IT IS IMPORTANT THAT YOU READ THE ACCOMPANYING DOCUMENTS CAREFULLY, COMPLETE
AND SIGN THE ENCLOSED ELECTION FORM AND LETTER OF TRANSMITTAL AND ENSURE THAT
IT, TOGETHER WITH ALL STOCK CERTIFICATES REPRESENTING YOUR FIBC COMMON STOCK TO
WHICH THE ELECTION FORM AND LETTER OF TRANSMITTAL RELATES, OR A PROPERLY
COMPLETED AND SIGNED NOTICE OF GUARANTEED DELIVERY, IS ACTUALLY RECEIVED BY THE
EXCHANGE AGENT AT ONE OF THE PROPER LOCATIONS SPECIFIED IN THE ELECTION FORM BY
5:00 P.M., NEW YORK CITY TIME, ON JANUARY 13, 1999. If you otherwise properly
complete and return the enclosed Election Form and Letter of Transmittal but
make no election with respect to your FIBC Common Stock, or if you do not
return a properly completed Election Form and Letter of Transmittal, you will
be deemed to have made a "No Election" and you will receive whatever is left
after the elections of the other FIBC stockholders and, to the extent
necessary, the application of certain allocation and proration procedures. Any
FIBC stockholder who owns less than 50 shares may not elect to receive DCB
Common Stock, but must elect the Cash Election or be treated as having made a
No-Election. The actual consideration ultimately received by a stockholder of
FIBC will depend upon the election, allocation and proration procedures and the
elections of other stockholders as described in the accompanying materials.
Accordingly, no guarantee can be given that the election of any given
stockholder will be honored.
<PAGE>
We urge you to consult your own financial advisor before making your
election. Moreover, although certain federal income tax consequences of the
Merger to FIBC stockholders are described in the Prospectus Supplement, you
should consult your own tax advisor because of the complexities of the federal,
state and local tax laws. WE MAKE NO RECOMMENDATION AS TO WHETHER YOU SHOULD
MAKE A STOCK ELECTION OR A CASH ELECTION.
If you have any questions, please call the Information Agent, ChaseMellon
Shareholder Services, L.L.C., toll-free at (800) 414-2879.
Sincerely,
/s/ Vincent F. Palagiano
Vincent F. Palagiano
Chairman and Chief Executive Officer
<PAGE>
ELECTION FORM AND LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES REPRESENTING SHARES OF
COMMON STOCK, PAR VALUE $0.01 PER SHARE
("FIBC COMMON STOCK" OR "SHARES") OF
FINANCIAL BANCORP, INC.
submitted pursuant to an election (an "Election") in connection with the
merger with and into
DIME COMMUNITY BANCSHARES, INC.
THE INSTRUCTIONS ACCOMPANYING THIS ELECTION FORM AND LETTER OF TRANSMITTAL
("ELECTION FORM") SHOULD BE READ CAREFULLY BEFORE THIS ELECTION FORM IS
COMPLETED.
ELECTION
TO MAKE A VALID ELECTION AS DESCRIBED HEREIN, THIS ELECTION FORM OR A NOTICE
OF GUARANTEED DELIVERY, PROPERLY COMPLETED AS DESCRIBED HEREIN, MUST ACTUALLY
BE RECEIVED BY THE EXCHANGE AGENT BY 5:00 P.M., NEW YORK CITY TIME, ON JANUARY
13, 1999 (THE "ELECTION DEADLINE").
You must elect to receive in exchange for each share of FIBC Common Stock
either: (i) shares of Dime Community Bancshares, Inc. ("DCB") common stock,
par value $0.01 per share ("DCB Common Stock") (a "Stock Election") or (ii)
cash (a "Cash Election"). You may not elect stock with respect to some of your
shares of FIBC Common Stock and cash with respect to some of your shares of
FIBC Common Stock. If you otherwise properly complete and return these
materials but make no election with respect to your FIBC Common Stock or if
you do not return properly completed materials by the Election Deadline, you
will be deemed to have made a "No-Election." Notwithstanding the foregoing, a
Stock Election may not be made with respect to fewer than 50 shares of FIBC
Common Stock. In addition, cash will be paid in lieu of the issuance of any
fractional shares. If DCB's Average Closing Price (as defined in the Proxy
Statement--Prospectus dated November 6, 1998, which was delivered to you
previously (the "Proxy Statement--Prospectus")) is between $22.95 and $31.05,
then the value of the consideration per share to be received by FIBC
stockholders, whether in the form of stock or cash, will be $40.50. If DCB's
Average Closing Price is less than $22.95 or greater than $31.05, then the
value of the consideration per share to be received by FIBC stockholders in
the Merger will be adjusted as set forth in the Merger Agreement.
In determining whether to make a Stock Election or a Cash Election,
stockholders should consult their own financial and tax advisors. NO
RECOMMENDATION IS MADE WITH RESPECT TO WHETHER A STOCK ELECTION OR CASH
ELECTION SHOULD BE MADE.
Nominee record holders, which include any nominee, any trustee or any other
person who holds shares of FIBC Common Stock in any capacity whatsoever on
behalf of another person or entity, are directed to Instruction 14.
For information as to the federal income tax consequences of receiving
shares of DCB Common Stock or cash in exchange for your shares of FIBC Common
Stock, see "MATERIAL FEDERAL INCOME TAX CONSEQUENCES" in the Proxy Statement--
Prospectus. You are urged, in addition, to consult with your tax advisor.
This Election Form should be promptly (i) completed and signed in the space
provided below and on the Substitute Form W-9 and (ii) mailed or delivered
with your certificate(s) representing shares of FIBC Common Stock to
ChaseMellon Shareholder Services, L.L.C., acting as exchange agent (the
"Exchange Agent"), at any of the following addresses:
<PAGE>
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, NJ New York, NY 10271 Mail Drop--Reorg.
07606 Attention: Reorganization Ridgefield Park, NJ 07660
Attn: Reorganization Department Attention: Reorganization
Department Department
FOR INFORMATION CALL: (800) 414-2879 (TOLL-FREE)
IT IS RECOMMENDED THAT CERTIFICATES AND ELECTION FORMS BE SENT VIA CERTIFIED
MAIL, APPROPRIATELY INSURED, WITH RETURN RECEIPT REQUESTED.
- --------------------------------------------------------------------------------
DESCRIPTION OF SHARES OF FIBC COMMON STOCK ENCLOSED*
- --------------------------------------------------------------------------------
NAME EXACTLY AS IT APPEARS ON YOUR STOCK CERTIFICATE(S) ENCLOSED
CERTIFICATE(S) AND ADDRESS OF REGISTERED (PLEASE LIST BELOW--ATTACH
HOLDER (PLEASE FILL IN, IF BLANK) ADDITIONAL LIST IF NECESSARY)
- --------------------------------------------------------------------------------
CERTIFICATE NUMBER
NUMBER(S) OF SHARES
-----------------------------
-----------------------------
-----------------------------
-----------------------------
Total Number of Shares:
- --------------------------------------------------------------------------------
-----------------------------------------------------
TYPE OF ELECTION**
PLEASE MARK YOUR ELECTION WITH
AN [X]
---------------------------------
TOTAL NUMBER
OF FIBC SHARES** STOCK ELECTION CASH ELECTION***
-----------------------------------------------------
-----------------------------------------------------
DCB RESERVES THE RIGHT TO DEEM THAT YOU HAVE MADE A "NO-ELECTION" IF:
(A) NO CHOICE IS INDICATED ABOVE;
(B) YOU FAIL TO FOLLOW THE INSTRUCTIONS ON THIS ELECTION FORM (INCLUDING
SUBMISSION OF YOUR FIBC STOCK CERTIFICATES)* OR OTHERWISE FAIL TO
PROPERLY MAKE AN ELECTION;
(C) A COMPLETED ELECTION FORM (INCLUDING SUBMISSION OF YOUR FIBC STOCK
CERTIFICATES OR A NOTICE OF GUARANTEED DELIVERY) IS NOT ACTUALLY
RECEIVED BY JANUARY 13, 1999, THE ELECTION DEADLINE; OR
(D) YOU OWN LESS THAN 50 SHARES OF FIBC COMMON STOCK AND DO NOT MAKE A CASH
ELECTION.
* IF YOUR STOCK CERTIFICATE(S) HAS BEEN EITHER LOST, STOLEN OR DESTROYED AND
YOU REQUIRE ASSISTANCE IN REPLACING IT/THEM, CALL DIANE BERZI AT REGISTRAR
& TRANSFER, CO., FIBC'S TRANSFER AGENT, TOLL-FREE AT (800) 866-1340, EXT.
2555 IMMEDIATELY TO RECEIVE INSTRUCTIONS REGARDING REPLACEMENT. SEE ALSO
INSTRUCTION 12 BELOW. YOU CANNOT SUBMIT AN EFFECTIVE ELECTION FORM WITHOUT
YOUR FIBC STOCK CERTIFICATES ATTACHED HERETO.
** YOU MUST ELECT EITHER STOCK OR CASH WITH RESPECT TO ALL OF YOUR SHARES OF
FIBC COMMON STOCK.
*** ANY HOLDER OF FIBC COMMON STOCK WHO OWNS LESS THAN 50 SHARES MUST ELECT
THE CASH ELECTION OR BE TREATED AS HAVING MADE A NO-ELECTION.
<PAGE>
NOTE: SIGNATURE MUST BE PROVIDED BELOW
AND ON THE SUBSTITUTE FORM W-9 BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
To ChaseMellon Shareholder Services, L.L.C.:
In connection with the merger (the "Merger") of Financial Bancorp, Inc.
("FIBC") with and into Dime Community Bancshares, Inc. ("DCB") pursuant to an
Agreement and Plan of Merger, dated as of the 18th day of July, 1998, between
DCB and FIBC (the "Merger Agreement"), the undersigned hereby makes the
Election set forth herein and surrenders to you for cancellation, as Exchange
Agent, certificates (the "Certificates") representing all of the undersigned's
shares of FIBC Common Stock listed above in exchange for the right to receive
for each share of FIBC Common Stock either: (i) shares of DCB Common Stock,
together with the related preferred share purchase right for each full share
of DCB Common Stock issued pursuant to the Rights Agreement between DCB and
the Exchange Agent, dated as of April 9, 1998 (the "Stock Consideration") or
(ii) cash (the "Cash Consideration"). If you otherwise properly complete and
return this Election Form but make no election with respect to your FIBC
Common Stock or if you do not return a properly completed Election Form, you
will be deemed to have made a "No Election" and you will receive whatever is
left after the election of the other holders of FIBC Common Stock and, to the
extent necessary, the application of certain allocation and proration
procedures. In addition, it is understood that DCB will pay cash in lieu of
any fractional shares of DCB Common Stock issued in connection with the
Merger. Notwithstanding the foregoing, a Stock Election may not be made with
respect to fewer than 50 shares of FIBC Common Stock. Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Merger
Agreement.
The undersigned understands that the election referred to above and the
actual consideration ultimately received by a stockholder of FIBC is subject
to certain terms, conditions and limitations that have been set out in the
following documents: the Merger Agreement, the Proxy Statement--Prospectus,
dated November 6, 1998, delivered to you herewith (the "Proxy Statement--
Prospectus") and the Prospectus Supplement, dated December 18, 1998, delivered
to you herewith (the "Prospectus Supplement"). Accordingly, no guarantee can
be given that the election of any given stockholder will be honored. The
Merger Agreement is included as Appendix A to the Proxy Statement--Prospectus.
Extra copies of the Election Form, Notice of Guaranteed Delivery, Proxy
Statement--Prospectus or Prospectus Supplement may be requested from
ChaseMellon Shareholder Services, L.L.C., as Information Agent, at the
addresses or phone number shown above. A holder of shares of FIBC Common Stock
having a preference as to the form of consideration to be received for his or
her shares of FIBC Common Stock should make an Election because shares as to
which an Election has been made will be given priority in allocating such
consideration over shares as to which an Election is not received. The pro
rata selection process to be used by the Exchange Agent will consist of such
equitable pro ration processes as shall be mutually determined by DCB and
FIBC.
The undersigned hereby represents and warrants that the undersigned is the
registered holder of the above-described FIBC Common Stock with good title to
the above-described FIBC Common Stock and full power and authority to sell,
assign and transfer the above-described FIBC Common Stock represented by the
enclosed Certificate(s), free and clear of all liens, claims and encumbrances,
and not subject to any adverse claims. The undersigned will, upon request,
execute any additional documents necessary or desirable to complete the
surrender and exchange of such FIBC Common Stock. The undersigned hereby
irrevocably appoints the Exchange Agent as agent of the undersigned to effect
the exchange. All authority conferred or agreed to be conferred in this
Election Form shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
The undersigned hereby acknowledges that delivery of the Certificates shall be
effected, and risk of loss and title to the Certificates shall pass, at the
Effective Time with respect to those Certificates properly delivered to the
Exchange Agent prior thereto.
<PAGE>
Unless otherwise indicated below under Special Issuance and Payment
Instructions, in exchange for the enclosed Certificate(s), the undersigned
requests issuance at or after the effective time of the Merger (the "Effective
Time") of a certificate representing the appropriate number of shares of the
Stock Consideration (which shall include a check for cash in lieu of
fractional shares, if any) or a check for the Cash Consideration, as the case
may be, in the name of the undersigned. Similarly, unless otherwise indicated
below under Special Delivery Instructions, please mail such certificate and/or
check, as the case may be, to the undersigned at the address shown above. In
the event that both the Special Delivery Instructions and the Special Issuance
and Payment Instructions are completed, please issue such certificate and/or
check, as the case may be, in the name of, and mail such certificate and/or
check to, the person or entity so indicated at the address so indicated.
Appropriate signature guarantees have been included with respect to FIBC
Common Stock for which Special Delivery Instructions and/or Special Issuance
and Payment Instructions have been given.
<PAGE>
IMPORTANT--SIGN HERE
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(Signature(s) of Owner(s))
(Must be signed by registered holder(s) as name(s) appear(s) on stock
certificate(s). If signed by an attorney, trustee, executor, administrator,
guardian, officer, custodian or other person acting in a representative
capacity and the shares submitted herewith are registered in the name of such
signatory expressly in such capacity (e.g., John Doe, as Trustee), such
capacity should be indicated. (See Instruction 8)
Dated __________________, 1998
Name(s) ______________________________________________________________________
------------------------------------------------------------------------
(Please Print)
Capacity, if applicable ______________________________________________________
Area Code and
Telephone Number _______________________
SIGNATURE GUARANTEE
(REQUIRED ONLY IF EITHER "SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS" OR
"SPECIAL DELIVERY INSTRUCTIONS" ARE PROVIDED BELOW. SEE INSTRUCTION 5)
Signature(s) ________________________________________________________________
Guaranteed
------------------------------------------------------------------
(Name of Firm Providing Signature Guarantee--Please Print)
------------------------------------------------------------------------------
(Authorized Signature)
Date ___________________________, 1998
SPECIAL ISSUANCE AND PAYMENT SPECIAL DELIVERY
INSTRUCTIONS INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 10)
(SEE INSTRUCTIONS 5 AND 10)
To be completed ONLY if the
To be completed ONLY if the certificate representing the Stock
certificate representing the Stock Consideration or the check
Consideration or the check representing the Cash
representing the Cash Consideration, or cash in lieu of
Consideration, or cash in lieu of fractional shares, as the case may
fractional shares, as the case may be, is to be sent to someone other
be, is to be issued in the name of than the undersigned or to the
someone other than the undersigned. undersigned at an address other
than that shown above.
ISSUE THE CERTIFICATE REPRESENTING
THE STOCK CONSIDERATION OR THE MAIL THE CERTIFICATE REPRESENTING
CHECK REPRESENTING THE CASH THE STOCK CONSIDERATION OR THE
CONSIDERATION, OR CASH IN LIEU OF CHECK REPRESENTING THE CASH
FRACTIONAL SHARES TO: CONSIDERATION, OR CASH IN LIEU OF
FRACTIONAL SHARES TO:
Name _______________________________ Name _______________________________
(Please Print) (Please Print)
Address ____________________________ Address ____________________________
------------------------------------ ------------------------------------
------------------------------------ ------------------------------------
(Tax Identification or Social (Tax Identification or Social
Security No.) Security No.)
<PAGE>
INSTRUCTIONS
Stockholders of FIBC will not receive any certificates representing the
Stock Consideration or the check representing the Cash Consideration, or the
cash in lieu of fractional shares (if any), in exchange for their Certificates
representing FIBC Common Stock, or any dividends payable on such shares of DCB
Common Stock comprising the Stock Consideration, until the Certificates owned
by such stockholders are received by the Exchange Agent at the address set
forth above, together with such documents as the Exchange Agent may require,
and until the same are processed for exchange by the Exchange Agent and after
the Effective Time of the Merger. No interest will accrue on such dividends.
If your Certificate(s) is lost, stolen or destroyed, refer to Instruction 12
below.
You should understand that your Election is subject to certain terms,
conditions and limitations that have been set out in the Merger Agreement, the
Proxy Statement--Prospectus and the Prospectus Supplement. The Merger
Agreement is included as Appendix A to the Proxy Statement--Prospectus. The
filing of the Election Form constitutes acknowledgment of receipt of the Proxy
Statement--Prospectus and the Prospectus Supplement.
1. ELECTION DEADLINE. For any Election contained herein to be considered,
this Election Form, properly completed, and the related certificates
representing FIBC Common Stock must actually be received by the Exchange Agent
at the address on the front of this Election Form no later than 5:00 p.m., New
York City Time, on January 13, 1998, the Election Deadline. The Exchange Agent
will determine whether any Election Form is received on a timely basis and
whether an Election Form has been properly completed. The Exchange Agent may
disregard immaterial defects in Election Forms.
2. REVOCATION OR CHANGE OF ELECTION FORM. Any Election Form may be revoked
or changed by written notice from the person submitting such Election Form to
the Exchange Agent, but to be effective such notice must actually be received
by the Exchange Agent at or prior to the Election Deadline. The Exchange Agent
will have reasonable discretion to determine whether any revocation or change
is received on a timely basis and whether any such revocation or change has
been properly made. The Exchange Agent may disregard immaterial defects with
respect to revocations and changes.
3. ELECTION PROCEDURES. The extent to which Elections will be accommodated
will depend upon the respective numbers of Cash Elections, Stock Elections and
No-Elections, the application of the formula in the Merger Agreement to
determine the Final Exchange Ratio and the Per Share Consideration and the
application of the allocation and proration procedures set forth in the Merger
Agreement and described in the Prospectus Supplement under the caption
"ELECTION, ALLOCATION AND PRORATION PROCEDURES." An FIBC stockholder who makes
a Cash Election may receive some shares of DCB Common Stock, and an FIBC
stockholder who makes a Stock Election may receive some cash. Thus, an
Election made by you may not be honored in certain circumstances. Allocations
will be made by the Exchange Agent and will be conclusive and binding on
holders of FIBC Common Stock.
4. NO FRACTIONAL INTERESTS. No certificate(s) representing a fraction of a
full share of DCB Common Stock will be issued, and, in lieu thereof, the
Exchange Agent will remit, on DCB's behalf, cash in an amount equal to the
product of (i) the fraction of a share of DCB Common Stock, if any, to which
any FIBC stockholder would otherwise be entitled and (ii) the Average Closing
Price. The Average Closing Price will be determined based upon the average of
the closing sale prices of DCB Common Stock for the ten consecutive trading
days ending on the date that is ten business days prior to the closing of the
Merger. No such holder shall be entitled to dividends, voting rights or any
other rights in respect of any fractional share.
5. GUARANTEE OF SIGNATURES. A signature guarantee on this Election Form is
required only if the holder has completed either the box entitled "Special
Issuance and Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Election Form, or both. Such guarantee must be made by an
Eligible Institution. Eligible Institutions include: (i) a bank (as defined in
Section 3(a) of the Federal Deposit Insurance Act); (ii) a broker, dealer,
municipal securities dealer, municipal securities broker, governmental
securities dealer or government securities broker, as those terms are defined
under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(iii)
<PAGE>
a credit union (as defined in Section 19(b)(1)(A) of the Federal Reserve Act);
(iv) a national securities exchange, registered securities association or
clearing agency, as those terms are used under the Exchange Act; or (v) a
savings association (as defined in Section 3(b) of the Federal Deposit
Insurance Act). Public notaries cannot execute acceptable guarantees of
signatures.
6. DELIVERY OF ELECTION FORM AND CERTIFICATES. This Election Form, properly
completed and duly executed, together with the Certificate(s), should be
delivered to the Exchange Agent at the addresses set forth in this Election
Form. Delivery of the certificates shall be effected, and risk of loss and
title to the certificates shall pass, at the Effective Time with respect to
those certificates properly delivered to the Exchange Agent prior thereto. The
method of delivery of Certificate(s) and all other required documents is at
the election and risk of the owner. However, if any Certificate is sent by
mail, it is recommended that it be sent by certified mail, appropriately
insured, with return receipt requested.
Any certificate delivered to the Exchange Agent prior to the Effective Time
will be held in escrow by the Exchange Agent until the earlier of (i)
authorization by DCB to pay the Merger Consideration to persons who deliver
this Election Form and Letter of Transmittal properly completed and duly
executed, which will not occur until the Effective Time, (ii) the Merger
Agreement is terminated in accordance with its own terms, or (iii) the persons
who surrendered Certificates(s) and delivered this Letter of Transmittal
properly revoke such Surrender of Certificate(s) as described below. If the
Merger Agreement is terminated, the Exchange Agent will return each
certificate held in escrow to the appropriate person who submitted the
Certificates and Election Form and Letter of Transmittal for surrender. If the
person who surrendered the Certificates properly revokes such surrender and
demands that the Exchange Agent return the Certificate(s) held in escrow, and
such demand is made to and received by the Exchange Agent by written notice by
the Election Deadline, the Exchange Agent will return the Certificate(s) to
the person revoking the surrender of the Shares. Although no longer in
possession of the Certificate(s), each registered holder of the Certificates
who surrenders Certificate(s) to the Exchange Agent prior to the Effective
Time will maintain all other indicia of ownership over those shares, including
voting rights and rights to all dividends, until the Effective Time.
7. INADEQUATE SPACE. If the space provided herein is inadequate, the
Certificate numbers and the numbers of shares of FIBC Common Stock represented
thereby should be listed on additional sheets and attached hereto.
8. SIGNATURES ON ELECTION FORM; REQUIREMENT TO BE A RECORD HOLDER. All
signatures must correspond exactly with the name written on the face of the
Certificate(s) without alteration, variation or any change whatsoever.
If any Certificate surrendered hereby is owned of record by two or more
joint owners, all such owners must sign this Election Form.
If any surrendered FIBC Common Stock is registered in different names on
several Certificates, it will be necessary to complete, sign and submit as
many separate Election Forms as there are different registrations of
Certificates.
If you hold Certificates for which you are not the record holder you may not
submit an election. You may, however, want to request the record holder to
make an Election on your behalf.
9. STOCK TRANSFER TAXES. In the event that any transfer or other taxes
become payable by reason of the issuance or payment of Stock Consideration or
Cash Consideration in any name other than that of the record holder, such
transferee or assignee must pay such tax to DCB or must establish to the
satisfaction of DCB that such tax has been paid.
10. SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS; SPECIAL DELIVERY
INSTRUCTIONS. Indicate the name and/or address of the person(s) to whom the
Stock Consideration or the check representing the Cash Consideration, or the
cash in lieu of fractional shares (if any), is to be issued or sent, if
different from the name and/or address of the person(s) signing this Election
Form.
11. SUBSTITUTE FORM W-9. Each surrendering stockholder is required to
provide the Exchange Agent with such holder's correct Taxpayer Identification
Number ("TIN") on the Substitute Form W-9 which is a part of this Election
Form and to certify whether such stockholder is subject to backup withholding.
Failure to provide the information on the form may subject the surrendering
stockholder to 31% federal income tax withholding on payments made to such
surrendering stockholder with respect to his or her FIBC Common Stock and on
future dividends paid by DCB. A holder must cross out item (2) in the
Certification box of Substitute Form W-9 if such holder has been notified by
the Internal Revenue Service that such holder is currently subject to backup
withholding. The box in Part 3 of the form should be checked if the
surrendering holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked
and the Exchange Agent is not provided with a TIN within 60 days, thereafter
DCB will withhold 31% of all such payments and dividends until a TIN is
provided to the Exchange Agent.
<PAGE>
12. LOST, STOLEN OR DESTROYED CERTIFICATES. If any stock Certificate has
been either lost, stolen or destroyed, unless you take certain actions as
advised by the Exchange Agent, you may not make a valid Election. You are
urged to call Diane Berzi at Registrar & Transfer, Co., toll-free at (800)866-
1340, ext. 2555 immediately to receive instructions as to the steps you must
take in order to effect a valid Election.
13. TO EXERCISE RIGHTS IF STOCK CERTIFICATE MIGHT NOT PROPERLY REACH THE
EXCHANGE AGENT PRIOR TO THE ELECTION DEADLINE. You may cause a written
guarantee substantially in the form enclosed herewith (the "Notice of
Guaranteed Delivery") by a member firm of an approved Signature Guarantee
Medallion Program (an "Eligible Institution"), to be received by the Exchange
Agent at or prior to the Election Deadline. Such Notice of Guaranteed Delivery
must state your name, the number of FIBC shares represented by your stock
Certificate and the Election with respect to such shares, and the Eligible
Institution must guarantee the delivery to the Exchange Agent of your stock
Certificate(s) within three (3) Trading Days following the date of the Notice
of Guaranteed Delivery. If this procedure is followed, your election Form and
Letter of Transmittal and your stock Certificate(s) must be received by the
Exchange Agent within three (3) Trading Days following the date of the Notice
of Guaranteed Delivery relating thereto. Additional copies of the Notice of
Guaranteed Delivery may be obtained upon request from the Information Agent.
14. HOLDERS WHO ARE NOMINEES, TRUSTEES OR OTHER REPRESENTATIVES. Each holder
of record is entitled to make an Election and submit an Election Form covering
all shares of FIBC Common Stock actually held of record by such holder.
Nominee record holders, which includes any nominee, any trustee or any other
person that holds shares of FIBC Common Stock in any capacity whatsoever on
behalf of another person or entity, are entitled to make an election for such
nominee record holder as well as an election on behalf of each beneficial
owner of shares of FIBC Common Stock held through such nominee record holder,
but such elections must be made on one Election Form. Beneficial owners who
are not record holders are not entitled to submit Election Forms.
15. INFORMATION AND ADDITIONAL COPIES. Information and additional copies of
this Election Form, the Notice of Guaranteed Delivery, the Proxy Statement--
Prospectus or the Prospectus Supplement may be obtained by writing to
ChaseMellon Shareholder Services, L.L.C., 450 West 33rd Street, 14th Floor,
New York, New York 10001. Attention: Dan DeWeever, or by telephoning toll-free
(800) 414-2879.
<PAGE>
IMPORTANT TAX INFORMATION
Under federal income tax laws, a holder who receives payments pursuant to
the merger of FIBC with and into DCB is required by law to provide the
Exchange Agent (as payer) with such holder's correct TIN on Substitute Form W-
9 below. If such holder is an individual, the TIN is his or her social
security number. If the holder is a business or other entity, such holder's
TIN number will be the same as such holder's employer identification number.
If the Exchange Agent is not provided with the correct TIN, a $50 penalty may
be imposed by the Internal Revenue Service, and payments made with respect to
the FIBC Common Stock and payments of dividends on DCB Common Stock received
by such holder in the merger of FIBC with and into DCB may be subject to
backup withholding.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Exempt holders should indicate their exempt status on Substitute
Form W-9. In order for a foreign individual to qualify as an exempt recipient,
such individual must submit a statement, signed under penalties of perjury,
attesting to such individual's exempt status. Forms of such statements can be
obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the holder or other payee. Backup withholding is
not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld.
If withholding results in an overpayment of taxes, a refund may be obtained
from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to FIBC Common
Stock, the holder is required to notify the Exchange Agent of such holder's
correct TIN by completing the form below, certifying that the TIN provided on
the Substitute Form W-9 is correct (or that such holder is awaiting a TIN) and
that (a) such holder is exempt from backup withholding, (b) such holder has
not been notified by the Internal Revenue Service that he is subject to backup
withholding as a result of a failure to report all interest or dividends or
(c) the Internal Revenue Service has notified such holder that such holder is
no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The holder is required to give the Exchange Agent the TIN (i.e., social
security number or employer identification number) of the holder of the FIBC
Common Stock tendered hereby. If such shares of FIBC Common Stock are held in
more than one name or are not held in the name of the beneficial owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
<PAGE>
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
PART 1--Please Provide Your -------------------
SUBSTITUTE TIN In The Box at Right and Social Security
FORM W-9 Certify By Signing and Number
(SEE INSTRUCTION 11) Dating Below. OR
-------------------
Employer
PLEASE FILL IN Identification
YOUR NAME AND Number
ADDRESS BELOW --------------------------------------------------------
PART 2--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) The number shown on this form is my PART 3--
correct Taxpayer Identification Number
------------------- (or I am waiting for a number to be
Name issued to me) and Awaiting
TIN [_]
(if joint names,
circle the name of --------------------------------------------------------
the person or
entity whose name (2) I am not subject to backup withholding PART 4--
is entered in Part because (a) I am exempt from backup
1) withholding or (b) I have not been not
notified by the Internal Revenue
------------------- Service ("IRS") that I am subject to
Address (number backup withholding as a result of
and street) failure to report all interest or
dividends, or (c) the IRS has notified Exempt
------------------- me that I am no longer subject to [_]
City, State and backup withholding.
Zip Code
--------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item
(2) in Part 2 above if you have been notified by the
IRS that you are subject to backup withholding
because of under reporting interest or dividends on
DEPARTMENT OF THE your tax return. However, if after being notified by
TREASURY the IRS that you are no longer subject to backup
withholding, do not cross out item (2). If you are
INTERNAL REVENUE exempt from backup withholding, check the box in Part
SERVICE 4 above.
SIGNATURE ________________________________ DATE
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER OF
FIBC WITH AND INTO DCB. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within
60 days, 31% of all reportable payments made to me thereafter will be
withheld until I provide a number.
_________________________________________________________ ______________
Signature Date
<PAGE>
IMPORTANT TAX INFORMATION
Under the Federal income tax law, you are subject to certain penalties as well
as withholding of tax at a 31 percent rate if you have not provided us with your
correct social security number or other taxpayer identification number. Please
read this notice carefully.
You (as a payee) are required by law to provide us (as payer) with your correct
taxpayer identification number. If you are an individual, your taxpayer
identification number is your social security number. Otherwise, your taxpayer
identification number is the employer identification number issued by the IRS.
If you have not provided us with your correct taxpayer identification number,
you may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, interest, dividends, and other payments that we make to you may be
subject to backup withholding.
If backup withholding applies, a payor is required to withhold 31 percent of
interest, dividends and other payments made to you. Backup withholding is not
an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
Enclosed is a reply envelope in which you must return the enclosed Form W-9 to
furnish us your correct name and taxpayer identification number. Please read
the instructions below, sign and date the Form W-9 and return to us.
INSTRUCTIONS FOR SUBSTITUTE FORM W-9 FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER
- --------------------------------------------------------------------------------
(Section references to the Internal Revenue Code.)
PURPOSE OF FORM. -- A person who is required to file an information return with
the IRS must obtain your correct TIN to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, or contributions you made to an IRA. Use Form W-9 to furnish
your correct TIN to the requester (the person asking you to furnish your TIN)
and, when applicable, (1) to certify that the TIN you are furnishing is correct
(or that you are waiting for a number to be issued), (2) to certify that you are
not subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and making
the appropriate certifications will prevent certain payments from being subject
to backup withholding.
Note: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form.
HOW TO OBTAIN A TIN. -- If you do not have a TIN, apply for one immediately. To
apply, get FORM SS-5, Application for a Social Security Number Card (for
individuals), from your local office of the Social Security Administration, or
FORM SS-4, Application for Employer Identification Number (for businesses and
all other entities), from your local IRS office.
To complete Form W-9 If you do not have a TIN, write "Applied for" in the
space for the TIN, sign and date the form, and give it to the requester.
Generally, you will then have 60 days to obtain a TIN and furnish it to the
requester. If the requester does not receive your TIN within 60 days, backup
withholding, if applicable, will begin and continue until you furnish your TIN
to the requester. For reportable interest or dividend payments, the payer must
exercise one of the following options concerning backup withholding during this
60-day period. Under option (1), a payer must backup withhold on any
withdrawals you make from your account after 7 business days after the requester
receives this form back from you. Under option (2), the payer must backup
withhold on any reportable interest or dividend payments made to your account,
regardless of whether you make any withdrawals. The backup withholding under
option (2) must begin no later than 7 business days after the requester receives
this form back. Under option (2), the payer is required to refund the amounts
withheld if your certified TIN is received within this 60-day period and you
were not subject to backup withholding during that period.
Note: Writing "Applied for" on the form means that you have already applied for
a TIN OR that you intend to apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
WHAT IS BACKUP WITHHOLDING? -- Persons making certain payments to you are
required to withhold and pay to the IRS 31% of such payments under certain
conditions. This is called "backup withholding." Payments that could be subject
to backup withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee compensation, and certain payments
from fishing boat operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished an incorrect TIN,
or
3. You are notified by the IRS that you are subject to backup
withholding because you failed to report all your interest and dividends on your
tax return (for reportable interest and dividends only), or
4. You fail to certify to the requester that you are not subject to
backup withholding under (3) above (for reportable interest and dividend
accounts opened after 1983 only), or
5. You fail to certify your TIN. This applies only to reportable
interest, dividend, broker or barter exchange accounts opened after 1983, or
broker accounts considered inactive in 1983.
Except as explained in (5) above, other reportable payments are subject
to backup withholding only if (1) or (2) above applied. Certain payees and
payments are exempt from backup withholding and information reporting. See
Payees and Payments Exempt From Backup Withholding below and Exempt Payees and
Payments under Specific Instructions, below, if you are an exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING -- The following is a list of
payees exempt from backup withholding and for which no information reporting is
required. For interest and dividends, all listed payees are exempt except item
(9). For broker transactions, payees listed in (1) through (13) and a person
registered under the Investment Advisers Act of 1940 who regularly acts as a
broker are exempt. Payments subject to reporting under sections 6041 and 6041A
are generally exempt from backup withholding only if made to payees described in
Items (1) through (7), except a corporation that provides medical and health
care services or bills and collects payments for such services is not exempt
from backup withholding or information reporting. Only payees described in items
(2) through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividend, and payments by certain fishing boat
operators.
(1) A corporation. (2) An organization exempt from tax under section
501(a), or an IRA, or a custodial account under section 403(b)(7). (3)The United
States or any of its agencies or instrumentalities. (4) A state, the District of
Columbia, a possession of the United States, or any of their political
subdivisions or instrumentalities. (5) A foreign government or any of its
political subdivisions, agencies, or instrumentalities. (6) An international
organization or any of its agencies or instrumentalities. (7) A foreign central
bank of issue. (8) A dealer in securities or commodities required to register in
the
<PAGE>
United States or a possession of the United States. (9) A futures commission
merchant registered with the Commodity Futures Trading Commission. (10) A real
estate investment trust. (11) An entity registered at all times during the tax
year under the Investment Company Act of 1940. (12) A common trust fund operated
by a bank under section 584(a). (13) A financial Institution. (14) A middleman
known in the Investment community as a nominee or listed in the most recent
publication of the American Society of Corporate Secretaries, Inc., Nominee List
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividends and patronage dividends generally not subject to
backup withholding include the following:
. Payments to nonresident aliens subject to withholding under
section 1441.
. Payments to partnerships not engaged in a trade or business in the
United States and that have at lease one nonresident partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
. Payments of interest generally not subject to backup withholding include
the following:
. Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have not
provided your correct TIN to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
. Payments described in section 8049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid by you.
. Payments that are not subject to information reporting are also not
subject to backup withholding. For details, see sections 6041, 6041A(a), 6042,
6044, 6045, 6049, 6050A, and 6050N, and their regulations.
PENALTIES
FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
SPECIFIC INSTRUCTIONS
NAME. -- If you are an individual, you must generally provide the name shown on
your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name, the last name shown on your
social security card, and your new last name.
If you are a sole proprietor, you must furnish your individual name and
either your SSN or EIN. You may also enter your business name on Form W-9.
Enter your name(s) as shown on your social security card and/or as it was used
to apply for your EIN on Form SS-4.
SIGNING THE CERTIFICATION --
(1) INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS. CONSIDERED ACTIVE DURING 1983. -- You are required to furnish
your correct TIN, but you are not required to sign the certification.
(2) INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983
AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. -- You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out Item (2) In the certification before signing the form.
(3) REAL ESTATE TRANSACTIONS. -- You must sign the certification. You may
cross out Item (2) of the certification.
(4) OTHER PAYMENTS. -- You are required to furnish your correct TIN, but you
are not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
(5) MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, OR IRA CONTRIBUTIONS. -- You are required to furnish your correct TIN,
but you are not required to sign the certification.
(6) EXEMPT PAYEE AND PAYMENTS. -- If you are exempt from backup
withholding, you should complete this form to avoid possible erroneous backup
withholding. Enter your correct TIN, write "EXEMPT" on Form W-9, sign and date
the form. If you are a nonresident alien or foreign entity not subject to backup
withholding, give the requester a completed Form W-8, Certificate of Foreign
Status.
(7) TIN "APPLIED FOR." -- Follow the Instruction Under How To Obtain a
Tin, on page 1, sign and date this form.
SIGNATURE. -- For a joint account, only the person whose TIN is shown in Part I
should sign the form.
PRIVACY ACT NOTICE. -- Section 6109 require you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
required to file a tax return. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
TIN to a payer. Certain penalties may also apply.
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- ------------------------------------------------------------------------------
PER THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF:
- ------------------------------------------------------------------------------
1. Individual The Individual
2. Two or more The actual owner of the
individual (joint account or, if combined
account) funds, the First Individual
on the account/1/
3. The Custodian The minor/3/
account of a minor
(Uniform Gift to
Minors Act)
4. a. The usual The grantor-trustee/1/
revocable
savings trust
(grantor is also
trustee)
b. So-called trust The actual owner/1/
account that is not
a legal or valid
trust under estate
law
5. Sole proprietorship The owner/3/
- ------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: ??????????????????????
- ------------------------------------------------------------------------------
6. Sole proprietorship The owner/3/
7. A valid trust, estate Legal entity
or pension trust
8. Corporate The corporation
9. Association, club, The organization
religion, charitable,
educational, or other
tax-exempt
organization
10. Partnership The partnership
11. A broker or The broker or nominee
registered nominee
12. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district, or prison)
that receives
agricultural program
payments
- ------------------------------------------------------------------------------
/1/ List first and circle the name of the person whose number you furnish.
/2/ Circle the minor's name and furnish the minor's social security number.
/3/ Show the individual's name. See Item 5 or 6. You may also enter your
business name.
/4/ List first and circle the name of the legal trust, estate or pension trust.
(Do not furnish the identification number of the personal representative or
trustee unless the legal entity itself is not designated in the account title.)
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name labeled.
. U.S. GPO; 1991-0-285-088
<PAGE>
December 18, 1998
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Dime Community Bancshares, Inc. ("DCB") to act as
Information Agent in connection with the merger of Financial Bancorp, Inc.
("FIBC") into DCB (the "Merger").
For information and for forwarding to your clients for whom you hold shares
registered in your name or in the name of your nominee, we are enclosing the
following documents:
1. A Proxy Statement-Prospectus dated November 6, 1998;
2. A Prospectus Supplement dated December 18, 1998;
3. An Election Form and Letter of Transmittal for your use and for the
information of your clients;
4. A Notice of Guaranteed Delivery;
5. Instructions for Form W-9; and
6. A form of letter which may be sent to your clients for whose accounts
you hold shares of FIBC's common stock registered in your name or in the
name of your nominee, with space provided for obtaining the instructions of
such clients with regard to the Merger.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
PLEASE NOTE THAT THE ELECTION DEADLINE IS JANUARY 13, 1999 AT 5:OO P.M., NEW
YORK CITY TIME.
DCB will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding materials to their customers.
Any inquiries you may have with respect to the merger should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent at the address and telephone number set forth on the
Election Form and Letter of Transmittal.
Very truly yours,
ChaseMellon Shareholder Services,
L.L.C.
(212) 273-8080
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
EXCHANGE OF SHARES OF COMMON STOCK
OF
FINANCIAL BANCORP, INC.
This Notice of Guaranteed Delivery, or a facsimile hereof, must be used to
exchange shares of common stock, par value $0.01 per share (the "FIBC Common
Stock"), of Financial Bancorp, Inc. ("FIBC") pursuant to the terms and subject
to the conditions set forth in the Proxy Statement-Prospectus dated November
6, 1998 (the "Proxy Statement-Prospectus"), the Prospectus Supplement dated
December 18, 1998 (the "Prospectus Supplement") and the related Election Form
and Letter of Transmittal (the "Letter of Transmittal") if certificates for
shares of FIBC Common Stock are not immediately available, or if the
procedures for book-entry transfer of shares of FIBC Common Stock cannot be
completed on or prior to 5:00 p.m., New York City time, on January 13, 1999
(the "Election Deadline"), or if time will not permit all required documents
to reach the Exchange Agent on or prior to the Election Deadline. This form or
one substantially equivalent hereto may be delivered by hand or transmitted by
facsimile transmission or letter to the Exchange Agent. Capitalized terms used
herein but not defined herein shall have the meanings given to them in the
Proxy Statement-Prospectus, the Prospectus Supplement or the Letter of
Transmittal.
The Depository for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<C> <S> <C>
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, New Jersey
07606 New York, New York 10271 Mail Drop--Reorg.
Attention: Reorganization Attention: Ridgefield Park, New Jersey 07660
Department Reorganization Attention: Reorganization
Department Department
</TABLE>
By Facsimile:
201-296-4293
Confirm by Telephone:
201-296-4860
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES, IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby represents that the undersigned owns the shares of
FIBC Common Stock tendered hereby, tenders to the Exchange Agent upon the
terms and subject to the conditions set forth in the Prospectus Supplement and
the related Letter of Transmittal, receipt of which is hereby acknowledged,
the number of shares of FIBC Common Stock specified below pursuant to the
guaranteed delivery procedures set forth under the caption "The Merger--Merger
Consideration and Election, Allocation and Proration Procedures" in the
Prospectus Supplement. The undersigned hereby tenders the shares of FIBC
Common Stock listed below:
TYPE OF ELECTION* PLEASE
MARK YOUR ELECTION WITH AN
[X]
<TABLE>
-------------------------------
<CAPTION>
TOTAL NUMBER
OF FIBC SHARES* STOCK ELECTION CASH ELECTION**
-------------------------------------------------
<C> <S> <C>
-------------------------------------------------
</TABLE>
A HOLDER OF SHARES OF FIBC COMMON STOCK WHO ELECTS TO TENDER FIBC COMMON
STOCK PURSUANT TO THIS NOTICE OF GUARANTEED DELIVERY MUST (I) DELIVER A
PROPERLY COMPLETED, VALID AND UNREVOKED LETTER OF TRANSMITTAL WITH RESPECT TO
ALL FIBC COMMON STOCK TENDERED HEREBY AND (II) DELIVER THEREWITH HIS OR HER
FIBC STOCK CERTIFICATES OR COMPLETE THE PROCEDURE FOR DELIVERY BY BOOK-ENTRY
TRANSFER OF SUCH SHARES WITHIN THREE (3) TRADING DAYS AFTER EXECUTION OF THIS
NOTICE OF GUARANTEED DELIVERY.
DCB RESERVES THE RIGHT TO DEEM THAT YOU HAVE MADE A "NO-ELECTION" IF:
(A)NO CHOICE IS INDICATED ABOVE;
(B) YOU FAIL TO FOLLOW THE INSTRUCTIONS ON THE LETTER OF TRANSMITTAL
(INCLUDING SUBMISSION OF YOUR FIBC STOCK CERTIFICATES)* OR OTHERWISE
FAIL TO PROPERLY MAKE AN ELECTION;
(C) A COMPLETE LETTER OF TRANSMITTAL (INCLUDING SUBMISSION OF YOUR FIBC
STOCK CERTIFICATES) OR THIS NOTICE OF GUARANTEED DELIVERY IS NOT
ACTUALLY RECEIVED BY JANUARY 13, 1998, THE ELECTION DEADLINE; OR
(D) YOU OWN LESS THAN 50 SHARES OF FIBC COMMON STOCK AND DO NOT MAKE A CASH
ELECTION.
- -------
* You must elect either stock or cash with respect to all of your shares of
FIBC Common Stock.
** ANY HOLDER OF FIBC COMMON STOCK WHO OWNS LESS THAN 50 SHARES MUST ELECT THE
CASH ELECTION OR BE TREATED AS HAVING MADE A NO-ELECTION.
<PAGE>
Check one box if Shares will be Name(s) of Record Holder(s):
delivered by book-entry transfer:
----------------------------------
[_] The Depository Trust Company
----------------------------------
Account Number: __________________
Date: ____________________________ ----------------------------------
(Please Print)
Address(es): _____________________
__________________________________
__________________________________
Daytime Area Code and Tel. No. ___
Signature(s): ____________________
__________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, an "Eligible Institution" (as defined in the Letter of
Transmittal), guarantees (a) that the above named person(s) own(s) the shares
of FIBC Common Stock tendered hereby and (b) delivery to the Exchange Agent
of either the shares of FIBC Common Stock tendered hereby in proper form for
transfer, or confirmation of the book-entry transfer of such shares of FIBC
Common Stock into the Exchange Agent's account at a book-entry transfer
facility, and any other required documents, all no later than three (3)
Trading Days following execution of this Notice of Guaranteed Delivery.
______________________________________________________________________________
Name of Firm
______________________________________________________________________________
Authorized Signature
______________________________________________________________________________
Name (Please Print)
______________________________________________________________________________
Address
______________________________________________________________________________
Zip Code
______________________________________________________________________________
Area Code and Telephone No.
Date: ____________________________
DO NOT SEND FIBC COMMON STOCK CERTIFICATES WITH THIS FORM. ACTUAL SURRENDER
OF FIBC COMMON STOCK CERTIFICATES MUST BE MADE WITHIN THREE (3) TRADING DAYS
AFTER EXECUTION OF THIS NOTICE OF GUARANTEED DELIVERY.
