<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Dime Community Bancshares Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO] DIME COMMUNITY
--------------
BANCSHARES, INC.
October 6, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of Shareholders
(the "Annual Meeting") of Dime Community Bancshares, Inc. (the "Company"), the
holding company for The Dime Savings Bank of Williamsburgh, Brooklyn, New
York, which will be held on November 12, 1998 at 10:00 a.m., local time, at
Giando on the Water, 400 Kent Avenue, Brooklyn, New York 11211.
The attached Notice of the 1998 Annual Meeting of Shareholders and Proxy
Statement describe the business to be transacted at the Annual Meeting.
Directors and officers of the Company, as well as a representative of Deloitte
& Touche LLP, the accounting firm appointed by the Board of Directors to be
the Company's independent auditors for the fiscal year ending June 30, 1999,
will be present at the Annual Meeting to respond to questions.
The Board of Directors of the Company has determined that an affirmative
vote on each matter to be considered at the Annual Meeting is in the best
interests of the Company and its shareholders and unanimously recommends a
vote "FOR" each of these matters.
Please complete, sign and return the enclosed proxy card promptly, whether
or not you plan to attend the Annual Meeting. YOUR VOTE IS IMPORTANT
REGARDLESS OF THE NUMBER OF SHARES YOU OWN. VOTING BY PROXY WILL NOT PREVENT
YOU FROM VOTING IN PERSON AT THE ANNUAL MEETING, BUT WILL ASSURE THAT YOUR
VOTE IS COUNTED IF YOU ARE UNABLE TO ATTEND. IF YOU ARE A SHAREHOLDER WHOSE
------------------------------
SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL
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DOCUMENTATION FROM YOUR RECORD HOLDER TO ATTEND AND TO VOTE PERSONALLY AT THE
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ANNUAL MEETING. EXAMPLES OF SUCH DOCUMENTATION INCLUDE A BROKER'S STATEMENT,
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LETTER OR OTHER DOCUMENT CONFIRMING YOUR OWNERSHIP OF SHARES OF THE COMPANY.
On behalf of the Board of Directors and the employees of Dime Community
Bancshares, Inc. and The Dime Savings Bank of Williamsburgh, we thank you for
your continued support and hope to see you at the Annual Meeting.
Sincerely yours,
/s/ Vincent F. Palagiano
Vincent F. Palagiano
Chairman of the Board
and Chief Executive Officer
<PAGE>
DIME COMMUNITY BANCSHARES, INC.
209 HAVEMEYER STREET
BROOKLYN, NEW YORK 11211
(718) 782-6200
NOTICE OF THE 1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 12, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders of Dime
Community Bancshares, Inc. (the "Company") will be held at Giando on the
Water, 400 Kent Avenue, Brooklyn, New York 11211, on November 12, 1998 at
10:00 a.m., local time, to consider and vote upon the:
1. Election of four directors for terms of three years each;
2. Ratification of the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the fiscal year ending June 30, 1999;
and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof. As of the date
hereof, the Board of Directors is not aware of any other such business.
The Board of Directors has fixed September 21, 1998 as the record date for
the determination of shareholders entitled to notice of and to vote at the
Annual Meeting and any adjournment or postponement thereof. Only shareholders
of record at the close of business on that date will be entitled to notice of
and to vote at the Annual Meeting and any adjournment or postponement thereof.
A list of such shareholders will be available for inspection at the office of
the Company for 10 days prior to the Annual Meeting.
By Order of the Board of Directors
/s/ Kenneth A. Ceonzo
Kenneth A. Ceonzo
Vice President and Secretary
Brooklyn, New York
October 6, 1998
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. THE BOARD OF DIRECTORS URGES YOU TO MARK, SIGN AND DATE THE ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. RETURNING THE
PROXY CARD WILL NOT PREVENT YOU FROM VOTING IN PERSON IF YOU ATTEND THE
ANNUAL MEETING.
<PAGE>
DIME COMMUNITY BANCSHARES, INC.
PROXY STATEMENT FOR THE
1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 12, 1998
GENERAL INFORMATION
GENERAL
This Proxy Statement and the accompanying proxy card are being furnished to
the shareholders of Dime Community Bancshares, Inc. (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company from holders of the shares of the Company's issued and outstanding
common stock, par value $0.01 per share (the "Common Stock"), as of the close
of business on September 21, 1998 (the "Record Date"), for use at the 1998
Annual Meeting of Shareholders of the Company to be held on November 12, 1998
at Giando on the Water, 400 Kent Avenue, Brooklyn, New York, at 10:00 a.m.,
local time, and at any adjournment or postponement thereof (the "Annual
Meeting"). The Company is a Delaware corporation and operates as a unitary
savings and loan holding company for The Dime Savings Bank of Williamsburgh
(the "Bank"). This Proxy Statement, together with the enclosed proxy card, is
first being mailed to shareholders on or about October 6, 1998.
RECORD DATE AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business on
September 21, 1998 as the record date for the determination of the Company's
shareholders entitled to notice of, and to vote at, the Annual Meeting.
Accordingly, only holders of record of shares of Common Stock at the close of
business on such date will be entitled to vote at the Annual Meeting. On the
Record Date, there were 11,714,008 shares of Common Stock issued and
outstanding. The presence, in person or by proxy, of the holders of at least a
majority of the total number of outstanding shares of Common Stock entitled to
vote at the Annual Meeting is necessary to constitute a quorum thereat.
Each holder of shares of Common Stock outstanding on the Record Date will be
entitled to one vote for each share held of record (other than Excess Shares,
as defined below) at the Annual Meeting. As provided in the Company's
Certificate of Incorporation, record holders (other than any compensation plan
maintained by the Company and certain affiliates) of Common Stock who
beneficially own in excess of 10% of the outstanding shares of Common Stock
("Excess Shares") shall be entitled to cast only one-hundredth of one vote per
share for each Excess Share. A person or entity is deemed to beneficially own
shares owned by an affiliate or associate as well as by persons acting in
concert with such person or entity. The Company's Certificate of Incorporation
authorizes the Board of Directors to interpret and apply the provisions of the
Certificate of Incorporation governing Excess Shares, and to determine on the
basis of information known to them after reasonable inquiry all facts
necessary to ascertain compliance with the Certificate of Incorporation,
including, without limitation, (i) the number of shares of Common Stock
beneficially owned by any person or purported owner, (ii) whether a person or
purported owner is an affiliate or associate of, or is acting in concert with,
any other person or purported owner and (iii) whether a person or purported
owner has an agreement or understanding with any person or purported owner as
to the voting or disposition of any shares of Common Stock.
All properly executed proxies received by the Company will be voted in
accordance with the instructions indicated thereon. IF NO INSTRUCTIONS ARE
GIVEN, EXECUTED PROXIES WILL BE VOTED FOR ELECTION OF EACH OF THE FOUR
NOMINEES FOR DIRECTOR AND FOR RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT AUDITORS.
Management is not aware of any matters other than those set forth in the
Notice of the 1998 Annual Meeting of Shareholders that may be brought before
the Annual Meeting. If any other matters properly come before the Annual
Meeting, the persons named in the accompanying proxy will vote the shares
represented by all properly executed proxies on such matters in such manner as
shall be determined by a majority of the Board of Directors of the Company.
<PAGE>
IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME,
YOU WILL NEED APPROPRIATE DOCUMENTATION FROM YOUR SHAREHOLDER OF RECORD TO
VOTE PERSONALLY AT THE ANNUAL MEETING. Examples of such documentation would
include a broker's statement, letter or other document that will confirm your
ownership of shares of the Company.
VOTE REQUIRED
Directors are elected by a plurality of the votes cast in person or by proxy
at the Annual Meeting. The holders of Common Stock may not vote their shares
cumulatively for the election of directors. Ratification of the appointment by
the Board of Directors of Deloitte & Touche LLP as the Company's independent
auditors requires the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock represented, in person or by proxy, and
entitled to vote at the Annual Meeting.
Shares as to which the "ABSTAIN" box has been selected on the Proxy Card
with respect to the ratification of the appointment of Deloitte & Touche LLP
as the Company's independent auditors will be counted as present and entitled
to vote and will have the effect of a vote against the proposal. In contrast,
shares underlying broker non-votes will not be counted as present and entitled
to vote and will have no effect on the vote on such matters presented.
REVOCABILITY OF PROXIES
A proxy may be revoked at any time before it is voted by filing a written
revocation of the proxy with the Secretary of the Company or by submitting a
duly executed proxy bearing a later date. A proxy also may be revoked by
attending and voting at the Annual Meeting, if a written revocation is filed
with the Secretary of the Annual Meeting prior to the voting of such proxy.
SOLICITATION OF PROXIES
The Company will bear the costs of soliciting proxies from its shareholders.
In addition to the use of mail, proxies may be solicited by officers,
directors or employees of the Company and the Bank by telephone or through
other forms of communication. The Company will also request persons, firms and
corporations holding shares in their names or in the name of their nominees,
which are beneficially owned by others, to send proxy materials to and obtain
proxies from such beneficial owners, and will reimburse such holders for
reasonable expenses incurred in connection therewith. In addition, the Company
has retained ChaseMellon Shareholder Services, L.L.C. to assist in the
solicitation of proxies. The estimated cost of such solicitation is $4,500
plus reimbursement for reasonable out-of-pocket expenses.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS OF THE COMPANY
The following table sets forth, as of August 31, 1998, certain information
as to Common Stock beneficially owned by persons owning in excess of 5% of the
outstanding shares of Common Stock. Management knows of no person, except as
listed below, who beneficially owned more than 5% of the Company's outstanding
shares of Common Stock as of August 31, 1998. Except as otherwise indicated,
the information provided in the following table was obtained from filings with
the Securities and Exchange Commission (the "SEC") and with the Company
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Addresses provided are those listed in the filings as the address of
the person authorized to receive notices and communications. For purposes of
the table below and the table set forth under "Security Ownership of
Management," in accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner of any shares of Common Stock (1) over which
he has or shares, directly or indirectly, voting or investment power, or (2)
over which he has the right to acquire beneficial ownership at any time within
60 days after August 31, 1998. As used herein, "voting power" is the power to
vote or direct the voting of shares and "investment power" includes the power
to dispose or direct the disposition of such shares. Unless otherwise noted,
each beneficial owner has sole voting and sole investment power over the
shares beneficially owned.
2
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT
------------------- -------------------- -------
<S> <C> <C>
The Employee Stock Ownership Plan Trust of
Dime Community Bancshares, Inc.
and Certain Affiliates............................ 1,163,373(1) 9.84%
140 Broadway
New York, NY 10005
Compensation Committee of Dime
Community Bancshares, Inc......................... 1,745,273(2) 14.76%
209 Havemeyer Street
Brooklyn, NY 11211
Janus Capital Corporation.......................... 815,050(3) 6.90%
100 Fillmore Street
Denver, CO 80206
</TABLE>
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(1) The Employee Stock Ownership Plan ("ESOP") filed a Schedule 13G with the
SEC on February 17, 1998. The ESOP is administered by a committee of the
Company's Board of Directors (the "ESOP Committee"). The ESOP's assets are
held in a trust (the "ESOP Trust") for which Marine Midland Bank serves as
trustee (the "ESOP Trustee"). The ESOP Trust purchased these shares with
funds borrowed from the Company and initially placed these shares in a
suspense account for release and allocation to participants' accounts in
annual installments. As of June 30, 1998, 245,908 shares held by the ESOP
Trust have been allocated. The terms of the ESOP provide that, subject to
the ESOP Trustee's fiduciary responsibilities under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the ESOP
Trustee will vote, tender or exchange shares of Common Stock held in the
ESOP Trust in accordance with instructions received from the participants.
The ESOP Trustee will vote allocated shares as to which no instructions
are received and any shares that have not been allocated to participants'
accounts in the same proportion as allocated shares with respect to which
the ESOP Trustee receives instructions are voted, subject to fiduciary
duties of the ESOP Trustee. The ESOP Trustee will tender or exchange any
shares in the suspense account or that otherwise have not been allocated
to participants' accounts in the same proportion as allocated shares with
respect to which the ESOP Trustee receives instructions are tendered or
exchanged, subject to fiduciary duties of the ESOP Trustee. With respect
to allocated shares as to which no instructions are received, the ESOP
Trustee will be deemed to have received instructions not to tender or
exchange such shares. Except as described above, the ESOP Committee has
sole investment power, except in limited circumstances, but no voting
power over all Common Stock held in the ESOP Trust.
(2) The Compensation Committee (the "Compensation Committee") of Dime
Community Bancshares, Inc., filed a Schedule 13G with the SEC on February
17, 1998. The Compensation Committee serves certain administrative
functions for the ESOP and the Recognition and Retention Plan for Outside
Directors, Officers and Employees of Dime Community Bancshares, Inc.
("RRP"). As of August 31, 1998, the RRP owns 581,900 shares of the
Company's common stock, all of which have been allocated to individuals.
All shares of common stock owned by the RRP are held at Marine Midland
Bank, as Trustee, as of August 31, 1998. The Committee has the power and
authority to direct the ESOP Trustee with respect to the investment of the
ESOP's assets (including the acquisition or disposition of both allocated
and unallocated shares to the Company) in the absence of a tender offer,
but has no voting power with respect to any shares. The Committee has the
power and authority to direct the Trustee of the RRP with respect to the
exercise of voting rights, but has assigned voting and tender rights over
allocated shares to participating officers and directors. With respect to
the ESOP, ERISA, in limited circumstances, may confer upon the ESOP
Trustee the power and duty to control the voting and tendering of Common
Stock allocated to the accounts of participating employees and
beneficiaries who fail to exercise their voting and/or tender rights.
(3) Janus Capital Corporation ("JCC") filed a Schedule 13G with the SEC on
February 13, 1998. JCC is an Investment Advisor registered under Section
203 of the Investment Advisors Act of 1940, as amended, which furnishes
investment advice to several investment companies registered under Section
8 of the Investment Company Act of 1940, as amended, including the Janus
Growth and Income Fund which has shared voting and dispositive power over
810,000 shares, and to individual and institutional clients (the "Managed
Portfolios"). Mr. Thomas H. Bailey through his ownership of approximately
12.2% of JCC and his position as President and Chairman of the Board of
JCC is deemed to have voting and dispositive power over 815,050 shares.
However, JCC and Mr. Bailey do not have the right to receive any dividends
from, or the proceeds from the sale of, the securities held in the Managed
Portfolios and they both disclaim any ownership associated with such
rights. Mr. Bailey does not own of record any shares of the Company's
common stock and he has not engaged in any transaction in the Company's
common stock.
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the shares of
Common Stock beneficially owned by each director of the Company, by each named
executive officer of the Company identified in the Summary Compensation Table
included elsewhere herein, and all directors and executive officers of the
Company or the Bank as a group as of August 31, 1998. Except as otherwise
indicated, each person and each group shown in the table has sole voting and
investment power with respect to the shares of Common Stock indicated.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE COMMON
POSITION WITH OF BENEFICIAL STOCK
NAME THE COMPANY(1) OWNERSHIP(2)(3)(4)(5)(6) OUTSTANDING
- ----------------------- ------------------------------------ ------------------------ -----------
<S> <C> <C> <C>
Vincent F. Palagiano... Director, Chairman of the Board and 222,325(7) 1.88%
Chief Executive Officer
Michael P. Devine...... Director, President and Chief 156,825(8) 1.33
Operating Officer
Anthony Bergamo........ Director 38,805 *
George L. Clark, Jr. .. Director 73,455(9) *
Steven D. Cohn......... Director 33,955(10) *
Patrick E. Curtin...... Director 47,907(11) *
Joseph H. Farrell...... Director 53,805 *
Fred P. Fehrenbach..... Director 48,905(12) *
John J. Flynn.......... Director 33,805 *
Malcolm T. Kitson...... Director 29,405 *
Stanley Meisels........ Director 33,905 *
Louis V. Varone........ Director 43,805 *
Kenneth J. Mahon....... Executive Vice President and Chief 103,512 *
Financial Officer, and Director of
the Bank
Timothy B. King........ First Vice President and Treasurer 50,637(13) *
Michael Pucella........ First Vice President and Comptroller 51,424(14) *
All directors and executive officers as a group (17
persons)................................................... 2,003,969 16.95%
</TABLE>
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* Less than one percent
(1) Titles are for both the Company and the Bank unless otherwise specified.
(2) See "Principal Shareholders of the Company" for a definition of
"beneficial ownership."
(3) The figures shown include shares held in trust pursuant to the ESOP that
have been allocated as of June 30, 1998 to individual accounts as
follows: Mr. Palagiano, 6,325 shares; Mr. Devine, 6,325 shares; Mr.
Mahon, 6,325 shares; Mr. King, 5,418 shares; Mr. Pucella, 4,389 shares,
and all directors and executive officers as a group, 41,370 shares. Such
persons have voting power (subject to the legal duties of the ESOP
Trustee) but no investment power, except in limited circumstances, as to
such shares. The figures shown for Messrs. Palagiano, Devine and Mahon do
not include 17,703 shares, 11,123 shares, and 3,782 shares respectively,
which are held in Trust for the benefit of Messrs. Palagiano, Devine and
Mahon under the Benefit Maintenance Plan of Dime Community Bancshares,
Inc. Messrs. Palagiano, Devine and Mahon have neither voting nor
investment rights with respect to these shares. The figures shown for
Messrs. Palagiano, Devine, Mahon, King and Pucella also do not include
any portion of the 917,465 shares held in trust pursuant to the ESOP that
have not been allocated to any individual's account and as to which
Messrs. Palagiano, Devine, Mahon, King and Pucella may be deemed to share
voting power with other ESOP participants. The figure shown for all
directors and executive officers as a group includes such 917,465 shares
as to which the members of the Company's ESOP Committee (consisting of
Messrs. Varone, Bergamo, Fehrenbach and Meisels) may be deemed to have
sole investment power, except in limited circumstances, thereby causing
each such Committee member to be deemed a beneficial owner of such
shares. Each of the members of the ESOP Committee disclaims beneficial
ownership of such shares and, accordingly, such shares are not attributed
to the members of the ESOP Committee individually. In addition, the
figure shown for all directors and executive officers as a group includes
32,608 shares held in Trust for the benefit of Messrs. Palagiano, Devine
and Mahon under the Benefit Maintenance Plan of Dime Community
Bancshares, Inc. The ESOP Trustee, as directed by the Company, exercises
voting and investment power over these shares. See "Compensation of
Directors and Officers--Benefits--Employee Stock Ownership Plan and
Trust."
(Notes continued on following page.)
4
<PAGE>
(4) The figures shown include shares held pursuant to The Dime Savings Bank
of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust that have
been allocated as of June 30, 1998 to individual accounts as follows: Mr.
Palagiano, 20,000 shares; Mr. Devine, 20,000 shares; Mr. Mahon, 19,355
shares; Mr. King, 4,978 shares, Mr. Pucella, 10,776 shares; and all
directors and executive officers as a group, 118,284 shares. Such persons
have sole voting power and sole investment power as to such shares. See
"Compensation of Directors and Executive Officers--Benefits--401(k)
Plan."
(5) The figures shown include unvested shares held in trust pursuant to the
RRP that have been awarded as of August 31, 1998 to individuals as
follows: Mr. Palagiano, 92,000 shares; Mr. Devine, 60,000 shares; each
other director, 12,696 shares; Mr. Mahon, 44,000 shares; Mr. King, 23,032
shares; Mr. Pucella, 23,032; shares and all directors and executive
officers as a group, 381,024 shares. Such persons have sole voting power
(subject to the legal duties of the RRP trustee) but no investment power,
except in limited circumstances, as to such shares.
(6) The figures shown include the following shares which may be acquired upon
exercise of stock options that are, or will become, exercisable during
the 60-day period beginning August 31, 1998: Mr. Palagiano, 57,000
shares, Mr. Devine, 38,000 shares; Mr. Mahon, 26,000 shares; Messrs. King
and Pucella, 10,000 shares; and each of Messrs. Bergamo, Clark, Cohn,
Curtin, Farrell, Fehrenbach, Flynn, Kitson, Meisels, and Varone, 7,935
shares; and all directors and officers as a group, 220,350 shares.
(7) Includes 4,000 shares as to which Mr. Palagiano may be deemed to share
voting and investment power.
(8) Includes 17,500 shares as to which Mr. Devine may be deemed to share
voting and investment power.
(9) Includes 25,000 shares as to which Mr. Clark may be deemed to share
voting and investment power.
(10) Includes 100 shares as to which Mr. Cohn may be deemed to share voting
and investment power.
(11) Includes 838 shares as to which Mr. Curtin may be deemed to share voting
and investment power.
(12) Includes 100 shares as to which Mr. Fehrenbach may be deemed to share
voting and investment power.
(13) Includes 3,717 shares as to which Mr. King may be deemed to share voting
and investment power.
(14) Includes 500 shares as to which Mr. Pucella may be deemed to share voting
and investment power.
5
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
GENERAL
The Certificate of Incorporation and Bylaws of the Company provide for the
election of directors by the shareholders. For this purpose, the Board of
Directors of the Company is divided into three classes, each class to be as
nearly equal in number as possible. The terms of office of the members of one
class expire, and a successor class is to be elected, at each annual meeting
of shareholders. There are currently twelve directors of the Company.
The four incumbent directors with terms expiring at the Annual Meeting,
Patrick E. Curtin, Fred P. Fehrenbach, Malcolm T. Kitson, and Stanley Meisels,
have been nominated by the Nominating Committee of the Board of Directors to
be re-elected at the Annual Meeting for three-year terms expiring at the
annual meeting of shareholders to be held in 2001, or when their successors
are otherwise duly elected and qualified. Each nominee has consented to being
named in this Proxy Statement and to serve, if elected.
The terms of the remaining two classes of directors expire at the annual
meetings of shareholders to be held in 1999 and 2000, respectively, or when
their successors are otherwise duly elected and qualified. In the event that
any nominee for election as a director at the Annual Meeting is unable or
declines to serve, which the Board of Directors has no reason to expect, the
persons named in the Proxy Card will vote with respect to a substitute nominee
designated by the present Board of Directors.
INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to each
nominee for election as a director and each director whose term does not
expire at the Annual Meeting ("Continuing Director"). There are no
arrangements or understandings between the Company and any director or nominee
pursuant to which such person was elected or nominated to be a director of the
Company. For information with respect to security ownership of directors, see
"Security Ownership of Certain Beneficial Owners and Management--Security
Ownership of Management."
<TABLE>
<CAPTION>
DIRECTOR TERM POSITION(S) HELD WITH THE
NOMINEES AGE(1) SINCE(2) EXPIRES COMPANY AND THE BANK
- -------- ------ -------- ------- -----------------------------------
<S> <C> <C> <C> <C>
Patrick E. Curtin....... 53 1986 1998 Director
Fred P. Fehrenbach...... 61 1987 1998 Director
Malcolm T. Kitson....... 70 1990 1998 Director
Stanley Meisels......... 68 1990 1998 Director
<CAPTION>
CONTINUING DIRECTORS
- --------------------
<S> <C> <C> <C> <C>
Vincent F. Palagiano.... 57 1978 1999 Director, Chairman of the Board and
Chief Executive Officer
Michael P. Devine....... 52 1980 2000 Director, President and Chief
Operating Officer
Anthony Bergamo......... 52 1986 2000 Director
George L. Clark, Jr..... 57 1980 1999 Director
Steven D. Cohn.......... 49 1994 1999 Director
Joseph H. Farrell....... 67 1969 2000 Director
John J. Flynn........... 62 1994 1999 Director
Louis V. Varone......... 68 1985 2000 Director
</TABLE>
- --------
(1) As of August 31, 1998.
(2) Includes service as a Director or Trustee with The Dime Savings Bank of
Williamsburgh and predecessor institutions prior to the incorporation of
the Company on December 12, 1995.
6
<PAGE>
The principal occupation and business experience of each nominee for
election as a director and each Continuing Director are set forth below.
Unless otherwise indicated, each of the following persons has held his present
position for the last five years.
NOMINEES FOR ELECTION AS DIRECTOR
Patrick E. Curtin has served as a Director of the Company since its
formation in 1995 and as a Trustee or Director of the Bank since 1986. Mr.
Curtin is a senior partner in the law firm of Conway Farrell Curtin & Kelly,
P.C. in New York, New York.
Fred P. Fehrenbach has served as a Director of the Company since its
formation in 1995 and as a Trustee or Director of the Bank since 1987. Mr.
Fehrenbach is President of Consolidated Brokerage Corp. located in Great Neck,
New York, which is a retail insurance brokerage business, and has formed a
joint venture with the firm of Forman International, a general insurance firm
in Great Neck, New York. Mr. Fehrenbach has been with Consolidated Brokerage
Corp. since 1990. Mr. Fehrenbach is also the President of BF International
Corp., an import/export sales organization.
Malcolm T. Kitson has served as a Director of the Company since its
formation in 1995 and as a Trustee or Director of the Bank since 1990. Mr.
Kitson served as a Vice President of Citibank, N.A. until his retirement in
1990.
Stanley Meisels has served as a Director of the Company since its formation
in 1995 and as a Trustee or Director of the Bank since 1990. Mr. Meisels has
been a stockbroker with Gruntal & Co. in Hewlett, New York since 1986. Mr.
Meisels is also President and sole owner of Small Business Electronics
Investment Corp., a private investment company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE NOMINEES FOR ELECTION AS DIRECTORS.
CONTINUING DIRECTORS
Vincent F. Palagiano has served as Chairman of the Board and Chief Executive
Officer of the Company since its formation and of the Bank since 1989. He has
served as a Trustee or Director of the Bank since 1978. In addition, Mr.
Palagiano has served on the Board of Directors of the Institutional Investors
Mutual Fund since 1996. Mr. Palagiano joined the Bank in 1970 as an appraiser
and has also served as the Company's President and the Bank's President,
Executive Vice President, Chief Operating Officer and Chief Lending Officer.
Prior to 1970, Mr. Palagiano served in the real estate and mortgage
departments at other financial institutions and title companies.
Michael P. Devine has served as President of the Company and the Bank since
January 1, 1997 and Chief Operating Officer of the Bank since 1989. Prior to
Mr. Devine's appointment as President, he served as Executive Vice President
and Secretary of the Company and the Bank. Mr. Devine has served as a Director
of the Company since its formation in 1995 and as a Trustee or Director of the
Bank since 1980. Mr. Devine joined the Bank in 1971 and has served as the
Internal Auditor, Comptroller and Investment Officer. Prior to 1971, Mr.
Devine served as a Senior Accountant with the firm of Peat Marwick Mitchell &
Co.
Anthony Bergamo has served as a Director of the Company since its formation
in 1995 and as a Trustee or Director of the Bank since 1986. Mr. Bergamo is a
licensed attorney in New York and New Jersey and is an independent fiduciary.
George L. Clark, Jr. has served as a Director of the Company since its
formation in 1995 and as a Trustee or Director of the Bank since 1980. Mr.
Clark is President of George L. Clark Inc. (Realtors), a New York State
licensed real estate firm. Mr. Clark is a former director of the Federal
National Mortgage Association, and a former Chairman of the New York
Republican State Committee. Mr. Clark has been a licensed real estate broker
for 35 years.
7
<PAGE>
Steven D. Cohn has served as a Director of the Company since its formation
in 1995 and as a Trustee or Director of the Bank since 1994. Mr. Cohn is the
managing partner in the law firm of Goldberg and Cohn Esq., in Brooklyn
Heights, New York. Mr. Cohn is also a member of the Board of Directors of
Complete Management, Inc., a medical management firm.
Joseph H. Farrell has served as a Director of the Company since its
formation in 1995 and as a Trustee or Director of the Bank since 1969. Mr.
Farrell is Chairman of the law firm of Conway Farrell Curtin & Kelly, P.C. Mr.
Farrell is also President of the William F. Casey Foundation, which is a not-
for-profit real estate holding foundation. Mr. Farrell is a trial attorney for
the Roman Catholic Diocese of Brooklyn and Vice President of the New York
State Bar Association.
John J. Flynn has served as a Director of the Company since its formation in
1995 and as a Trustee or Director of the Bank since October, 1994, and before
that from February, 1983 to February, 1993. From February, 1993, through
August, 1994, Mr. Flynn was Executive Vice President of Flushing Savings Bank,
FSB in Flushing, New York. From 1990 to February, 1993, and since September,
1994, Mr. Flynn has been a self-employed real estate mortgage broker.
Louis V. Varone has served as a Director of the Company since its formation
in 1995 and as a Trustee or Director of the Bank since 1985. Mr. Varone has
been a licensed real estate broker for over 30 years. Mr. Varone is self-
employed as a principal in the firm of Century 21 Lewis & Clark Realty.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY
The Board of Directors meets on a monthly basis and may have additional
special meetings upon the request of the Chairman of the Board. The Company's
Board of Directors met 12 times during the fiscal year ended June 30, 1998. No
current director attended fewer than 75% of the total number of Board meetings
and committee meetings of which such director was a member.
The Board of Directors of the Company has established the following
committees:
The Executive Committee consists of Messrs. Palagiano, Devine, Bergamo,
Clark, Farrell and Varone. The purpose of this committee is to consider
longer-term strategic, planning and industry issues. This committee, from time
to time, also reviews regulatory issues and reports of regulatory
examinations. This committee meets as requested by the Board of Directors. The
Executive Committee met once in fiscal 1998.
The Compensation Committee consists of Messrs. Varone (Chairman), Bergamo,
Fehrenbach and Meisels. This committee establishes the compensation of the
Chief Executive Officer, approves the compensation of other officers, and
determines compensation and benefits to be paid to employees of the Bank. The
committee meets yearly and as requested by the Board of Directors. The
Compensation Committee met three times in fiscal 1998.
The Audit Committee consists of Messrs. Meisels (Chairman), Cohn, Farrell,
Flynn and Kitson. The purpose of this committee is to provide assurance that
the Company's internal controls are adequate and that financial disclosures
made by management portray the Company's financial condition and results of
operations. The committee is responsible for the classification of assets and
the establishment of adequate valuation allowances. The committee also
maintains a liaison with the outside auditors. The committee meets at least
annually or as called by the Committee Chairman. The Audit Committee met twice
in fiscal 1998.
The Nominating Committee consists of Messrs. Flynn (Chairman), Clark, and
Cohn. The committee nominates candidates for the election of directors. The
committee meets as called by the Committee Chairman. The Nominating Committee
met once in fiscal 1998. In addition, the Nominating Committee met on July 16,
1998, to select the nominees for election as directors at the Annual Meeting.
In accordance with the Company's Bylaws, no nominations for election as
director, except those made by the Nominating Committee, shall be voted upon
at the Annual Meeting unless properly made by a shareholder in accordance with
the procedures set forth under "Additional Information--Notice of Business to
be Conducted at Annual Meeting."
8
<PAGE>
DIRECTORS' COMPENSATION
Fee Arrangements. Currently, each non-officer director ("Outside Director")
of the Company receives an annual retainer of $15,000 and a fee of $1,000 per
meeting of the Company or the Bank attended. All committee members receive a
fee of $400 for attendance at each committee meeting of the Company or the
Bank. If both the Company's and the Bank's Boards of Directors or
corresponding committees of the Company and the Bank meet on the same day,
such directors only will receive one fee for the Board meetings and one fee
for the Committee meetings, paid by the Bank.
Directors' Retirement Plan. The Company has adopted a non-qualified
Retirement Plan for Outside Directors of the Company and the Bank (the
"Directors' Retirement Plan"), which will provide benefits to each eligible
Outside Director commencing on his termination of Board service at or after
age 65. An eligible Outside Director retiring at or after age 65 will be paid
an annual retirement benefit equal to the amount of the aggregate compensation
for services as a director (excluding stock compensation) paid to him for the
twelve-month period immediately prior to his termination of Board service,
multiplied by a fraction, the numerator of which is the number of his years of
service, up to a maximum of 10, as an Outside Director (including service as a
director or trustee of the Bank or any predecessor) and the denominator of
which is 10. An individual who terminates Board service after having served as
an Outside Director for 10 years may elect to begin collecting benefits under
the Directors' Retirement Plan at or after attainment of age 55, but the
annual retirement benefits payable to him will be reduced pursuant to the
Directors' Retirement Plan's early retirement reduction formula to reflect the
commencement of benefit payments prior to age 65. An Outside Director may
elect to have his benefits distributed in any one of the following forms: (i)
a single life annuity; (ii) a 50% or 100% joint and survivor annuity; or (iii)
a single life annuity with a 5, 10, or 15 year guaranteed term. In the event
an Outside Director dies prior to the commencement of benefit payments under
the Directors' Retirement Plan, a 50% survivor annuity will automatically be
paid to his surviving spouse, unless the decedent has elected otherwise.
Option Plan and RRP. The Dime Community Bancshares, Inc. 1996 Stock Option
Plan for Outside Directors, Officers and Employees (the "1996 Stock Option
Plan") and RRP were adopted by the Board of Directors of the Company and
subsequently approved by the Company's shareholders at the annual meeting held
on December 17, 1996 (the "1996 Annual Meeting"). On December 26, 1996, the
effective date of the 1996 Stock Option Plan, each Outside Director of the
Company and the Bank was granted a non-qualified stock option to purchase
39,675 shares of Common Stock. These options are scheduled to vest at the rate
of 20% per year over a five-year period and will become immediately
exercisable upon a director's death, disability, retirement, or in the event
of a "change in control" of the Company, as defined in the 1996 Stock Option
Plan. Similarly, on December 26, 1996, the effective date of the RRP,
restricted stock awards were granted to each director with respect to 15,870
shares of Common Stock. These awards are also scheduled to vest in 20%
increments over a five-year period beginning on February 1, 1998, with
accelerated vesting to occur in the event of the director's death, disability,
retirement or in the event of a "change in control" of the Company, as defined
in the RRP.
EXECUTIVE OFFICERS
The following individuals are executive officers of the Company and hold the
offices set forth below opposite their names.
<TABLE>
<CAPTION>
NAME POSITION HELD WITH THE COMPANY
---- ------------------------------
<S> <C>
Vincent F. Palagiano.... Chairman of the Board and Chief Executive Officer
Michael P. Devine....... President and Chief Operating Officer
Kenneth J. Mahon........ Executive Vice President and Chief Financial Officer
Timothy B. King......... First Vice President and Treasurer
Michael Pucella......... First Vice President and Comptroller
</TABLE>
The executive officers of the Company are elected annually and hold office
until their respective successors have been elected and qualified or until
death, resignation or removal by the Board of Directors. The Company has
entered into Employment Agreements with certain of its executive officers
which set forth the terms of their employment. See "--Employment Agreements."
9
<PAGE>
Biographical information of executive officers of the Company or the Bank
who are not directors is set forth below.
Kenneth J. Mahon, age 47, was promoted to Comptroller of the Bank in 1983,
to Senior Vice President in 1988, and to Executive Vice President of the
Company in 1997. He has served as Chief Financial Officer of the Company since
its formation and of the Bank since 1996. Prior to joining the Bank in 1980,
Mr. Mahon served in the financial areas of several New York metropolitan
savings banks.
Timothy B. King, age 40, has over 19 years of banking experience, and has
been with the Bank since 1983. Mr. King was promoted to First Vice President
of the Company and the Bank in 1997 and to be the Bank's Vice President in
1993 and Treasurer in 1989. Mr. King manages the securities investment,
corporate planning and interest rate risk functions of the Bank.
Michael Pucella, age 45, was promoted to Comptroller of the Bank in 1989, to
Vice President in 1996 and to First Vice President of the Company and the Bank
in 1997. He has been with the Bank since 1981, and is responsible for
financial reporting, budgeting and tax administration. Mr. Pucella has over 23
years of banking experience.
Michael J. Henchy, age 49, joined the Bank in April, 1998, and was promoted
to First Vice President of the Bank in May, 1998, with the primary
responsibility of supervising the Bank's branch operations. Prior to joining
the Bank, Mr. Henchy served as Executive Vice President and Chief
Administrative Officer of the Greater New York Savings Bank ("Greater New
York"), where he supervised Greater New York's branch operations. Mr. Henchy's
career at Greater New York spanned 27 years.
Stephen Varriale, age 43, joined the Bank in 1979 and was promoted to Vice
President of the Bank in 1993. He is responsible for various Branch Retail and
Operations Support Departments, Bank Security and the Pension Department. Mr.
Varriale has over 22 years of banking experience.
COMPENSATION OF EXECUTIVE OFFICERS
REPORT OF COMPENSATION COMMITTEE
The following Report of the Company's Compensation Committee is provided in
accordance with the rules and regulations of the SEC. Pursuant to such rules
and regulations, this Report shall not be deemed "soliciting material," filed
with the SEC subject to Regulation 14A or 14C of the SEC or subject to the
liabilities of Section 18 of the Exchange Act.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board of Directors
annually reviews the executive compensation program. Based on its review, the
Committee may make recommendations to the full Board of Directors regarding
changes to compensation levels, opportunities of the executive officers
participating in the program, or to the make-up of the program itself.
The goal of the executive compensation program is to enable the Company to
attract, develop and retain strong executive officers who are capable of
maximizing the Company's performance for the benefit of its shareholders. To
that end, the Committee has adopted a compensation strategy that seeks to
provide competitive compensation opportunities that are strongly aligned with
the financial and stock performance of the Company. Three key compensation
elements are used in support of the strategy: base salary, annual incentives
and long term incentives.
The Company retains a nationally recognized compensation consulting firm to
provide guidance as to competitive executive compensation practices and pay
levels. As part of this activity, the consulting firm regularly analyzes the
Company's executive pay levels, by each of the three elements cited and in
total, and the
10
<PAGE>
Company's performance. A group of 10 to 15 comparably-sized and similarly-
located thrift institutions are used for comparison purposes, and the
companies included in this group may change slightly from year to year due to
merger activity within the industry, or other relevant factors. The results of
this annual pay and performance comparison and the consulting firm's
corresponding recommendations are considered by the Committee in making
executive compensation program recommendations to the Board of Directors.
Base Salary
Executive base salary levels are generally reviewed on an annual basis and
adjusted as appropriate. During the 1998 fiscal year, the Company increased
individual base salary levels by approximately 6% of the then current base
salary rates upon consideration of the competitive base salary review, and
strong bank performance and individual performance. After adjustment base
salary levels were found to be within an appropriate targeted range when
compared to pay levels of comparison group companies. Individual variations in
the level of salary increase provided reflect an effort to reward outstanding
individual contributions and/or an effort to align a position's pay level with
the market.
Annual Incentive Program
Annual incentive opportunities are provided to the Company's executives to
link the achievement of annual strategic and operating goals with executive
remuneration. An incentive pool of approximately $500,000 was accrued for
distribution in fiscal 1999 to executive management based upon the level of
Company earnings and other significant accomplishments the management team
achieved during the 1998 fiscal year. Although formal individual incentive
targets were not used for such purposes, the Committee considered the bonus
practices of comparison group companies as reported in their proxy statements
in establishing competitive incentive ranges that would correspond with
varying levels of performance. The Committee continues to evaluate the merits
of a formal annual incentive program but to date has concluded that
discretionary bonuses best enable the Committee to reward appropriate
management efforts.
Long Term Incentive Program
The Company uses the 1996 Stock Option Plan and the RRP to provide long term
incentive compensation opportunities to its executive team. The Committee
believes that long term incentives are the most effective way of aligning
executive rewards with the creation of value for shareholders through stock
appreciation. Initial program awards of stock options and restricted stock
were made to executive officers in the 1997 fiscal year and generally vest
over 5 years. No awards were made to this group in the 1998 fiscal year. The
Company intends to annually evaluate and continue to provide future long term
incentive grants to its officers based on Company and individual performance,
as well as competitive market conditions.
Chief Executive Officer
During fiscal 1998, and as identified in the Summary Compensation Table, the
Committee increased the base salary level of the Chief Executive Officer by 6%
based on the same criteria used for other executive officers. The Chief
Executive Officer was provided with an annual bonus of $150,000 during the
1998 fiscal year to recognize his successful efforts during fiscal 1997 in
building a high-quality institution and management team, successfully
transitioning the team to a public company environment, focusing the Company
on quality, growth and profitability, and maximizing shareholder returns. As
was the case for other executive officers, no long-term incentive grants were
made to the CEO during the 1998 fiscal year.
COMPENSATION COMMITTEE OF DIME
COMMUNITY BANCSHARES, INC.
Louis V. Varone, Chairman
Anthony Bergamo, Member
Fred P. Fehrenbach, Member
Stanley Meisels, Member
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Clark, Fehrenbach, Meisels
and Varone. There are no other interlocks, as defined under the rules and
regulations of the SEC, between the members of the Compensation Committee and
or executive officers of the Company and corporations with respect to which
such persons are affiliated, or otherwise.
PERFORMANCE GRAPH
Pursuant to the regulations of the SEC, the graph below compares the
performance of the Company with that of the total return for the Nasdaq Stock
Market, United States and for all thrift stocks as reported by SNL Securities
L.C. from June 26, 1996, the date of the Company's initial public offering
through June 30, 1998. The graph assumes the reinvestment of dividends in
additional shares of the same class of equity securities as those listed
below.
LOGO
<TABLE>
<CAPTION>
INDEX 6/26/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98 6/30/98
- ----- ------- ------- -------- ------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dime Community
Bancshares, Inc........ 100.00 117.65 126.21 160.43 171.57 180.42 207.16 214.52 243.75
Thrifts (All)........... 100.00 111.29 125.95 137.34 163.27 191.17 211.47 226.74 218.17
Nasdaq--Total US........ 100.00 106.50 111.73 105.68 125.06 146.61 137.08 160.43 165.11
</TABLE>
THERE CAN BE NO ASSURANCE THAT STOCK PERFORMANCE WILL CONTINUE INTO THE
FUTURE WITH THE SAME OR SIMILAR TRENDS TO THOSE DEPICTED IN THE GRAPH ABOVE.
EXECUTIVE COMPENSATION
Cash Compensation. The following table sets forth the cash compensation paid
by the Bank for services rendered in all capacities during the fiscal years
ended June 30, 1998, June 30, 1997 and June 30, 1996 to the executive officers
of the Bank who received salary plus bonus during the fiscal year ended June
30, 1998 in excess of $100,000 ("Named Executive Officers").
12
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1) LONG-TERM COMPENSATION
------------------------------------ ---------------------------------------
AWARDS PAYOUTS
------------------ -------
RESTRICTED
OTHER ANNUAL STOCK LTIP ALL OTHER
NAME AND PRINCIPAL BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
POSITIONS YEAR SALARY($) ($) ($)(2) ($)(3) (#)(4) ($)(5) ($)(6)
------------------ ---- --------- -------- ------------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vincent F. Palagiano, 1998 $477,000 $150,000 -- -- -- -- $300,123
Chairman of the 1997 450,000 -- -- $1,667,500 285,000 -- 199,470
Board and Chief 1996 425,000 -- -- -- -- -- 29,553
Executive Officer
Michael P. Devine, 1998 $360,000 $75,000 -- -- -- -- $190,098
President and Chief 1997 340,000 -- -- $1,087,500 190,000 -- 140,685
Operating Officer 1996 320,000 -- -- -- -- -- 23,184
Kenneth J. Mahon, 1998 $189,000 $44,500 -- -- -- -- $77,517
Executive Vice 1997 178,000 -- -- $797,500 130,000 -- 59,133
President, Chief 1996 170,500 32,600 -- -- -- -- 14,961
Financial Officer
and Secretary
Timothy B. King, 1998 $106,000 $25,000 -- -- -- -- $27,214
First Vice 1997 96,000 11,000 -- $415,455 50,000 -- 26,875
President and 1996 88,500 17,000 -- -- -- -- 8,633
Treasurer
Michael Pucella, 1998 $100,000 $10,000 -- -- -- -- $22,060
First Vice 1997 79,000 11,000 -- $415,455 50,000 -- 21,910
President and 1996 71,000 13,800 -- -- -- -- 6,969
Comptroller
</TABLE>
- --------
(1) Under Annual Compensation, the column titled "Salary" includes base
salary, amounts deferred under the Bank's 401(k) plan and payroll
deductions for health insurance under the Bank's health insurance plan.
(2) For 1998, there were no: (a) perquisites with an aggregate value for any
named individual in excess of the lesser of $50,000 or 10% of the total of
the individual's salary and bonus for the year; (b) payments of above-
market preferential earnings on deferred compensation; (c) payments of
earnings with respect to long-term incentive plans prior to settlement or
maturation; (d) tax payment reimbursements; or (e) preferential discounts
on stock.
(3) As of June 30, 1998, the number and value of the aggregate restricted
stock holdings based on a per share price of $27.75, the closing sale
price of common stock on June 30, 1998, for each executive officer which
have not yet vested, is: Mr. Palagiano, 92,000 shares and $2,553,000; Mr.
Devine, 60,000 shares and $1,665,000; Mr. Mahon 44,000 shares and
$1,221,000 and Messrs. King and Pucella, 23,052 shares and $639,138. The
value of the shares awarded as shown in the table above is based on a per
share price of $14.50, the final quoted sales price of a share on the date
of the award. The following Named Executive Officers were granted shares
of restricted stock pursuant to the RRP approved by the shareholders at
the 1996 Annual Meeting as follows: Mr. Palagiano, 115,000 shares, Mr.
Devine, 75,000 shares, Mr. Mahon, 55,000 shares and Messrs. King and
Pucella, 28,790 shares each. Stock awards vest in five equal installments
on each February 1 following the first, second, third, fourth and fifth
anniversaries of the grant date, subject to earlier vesting upon
termination of employment. The amount reported above as long-term
compensation for each individual equals the total shares granted valued at
$14.50 per share, which represents the market value of the Company's
common stock on December 26, 1996, the date of grant. At the end of the
1998 fiscal year, 20% of such grants had vested. In the case of
termination due to death or disability, retirement, or under a "change of
control" of the Company as defined by the RRP, all shares granted become
immediately vested. Dividends paid in cash on restricted shares awarded to
each individual will be paid to the individual and dividends paid in
property other than cash will be held in trust for and distributed or
forfeited in accordance with the terms and conditions of the award.
(4) Includes the following shares subject to options granted to each Executive
Officer pursuant to the 1996 Stock Option Plan approved by shareholders at
the 1996 Annual Meeting: Mr. Palagiano, 285,000; Mr. Devine, 190,000; Mr.
Mahon, 130,000; and Messrs. King and Pucella, 50,000. At June 30, 1998,
57,000 options held by Mr. Palagiano, 38,000 options held by Mr. Devine,
26,000 options held by Mr. Mahon, and 10,000 options each held by Messrs.
King and Pucella, respectively, under the Option Plan to purchase shares
of Common Stock at the exercise price of $14.50 per share were
exercisable. The options granted under the Option Plan are intended to
qualify as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended ("Code") to the maximum
(Notes continued on following page.)
13
<PAGE>
extent possible and any options that do not so qualify will constitute non-
qualified stock options. The 1996 Stock Option Plan provides for options to
become exercisable in five equal installments on the first, second, third,
fourth and fifth anniversaries of the grant date and to generally remain
exercisable until the tenth anniversary of the grant date, subject to
earlier expiration upon termination of employment. In the case of
termination due to death or disability, retirement, or under a "change in
control" of the Company as defined by the Option Plan, all options become
immediately exercisable.
(5) During the fiscal year ended June 30, 1998, neither the Bank nor the
Company maintained any long-term incentive plans ("LTIP").
(6) Includes (i) the dollar value of premiums, if any, paid by the Bank with
respect to term life insurance (other than group term insurance coverage
under a plan available to substantially all salaried employees) for the
benefit of the executive officer and (ii) the Bank's contributions on
behalf of the executive officer to the Bank's 401(k) plan and the ESOP.
During the year ended June 30, 1998, the dollar value of such life
insurance premiums were as follows: Mr. Palagiano, $8,013, Mr. Devine,
$4,270, Mr. Mahon, $1,440, Mr. King, $1,144 and Mr. Pucella, $1,080.
During the year ended June 30, 1998, shares allocated under the ESOP to
the Named Executive Officers were as follows: Messrs. Palagiano, Devine
and Mahon, 2,979 shares, Mr. King, 2,607 shares and Mr. Pucella, 2,098.
The amount reported above for shares allocated under the ESOP were
determined based upon the acquisition cost of shares by the ESOP of
$10.00. See "--Benefits--Retirement Plan," "--401(k) Plan," and "--
Employee Stock Ownership Plan and Trust." Amounts also include the defined
contribution portion of the Bank's Benefit Maintenance Plan ("BMP"), which
during the fiscal year ended June 30, 1998 were $262,320, $156,038 and
$46,287, respectively, for Messrs. Palagiano, Devine and Mahon. See "--
Benefits--Benefit Maintenance Plan."
EMPLOYMENT AGREEMENTS
Each of the Company and the Bank is a party to an Employment Agreement with
each of Messrs. Palagiano, Devine and Mahon ("Senior Executives"). These
Employment Agreements establish the respective duties and compensation of the
Senior Executives and are intended to ensure that the Bank and the Company
will be able to maintain a stable and competent management base. The continued
success of the Bank and the Company depends to a significant degree on the
skills and competence of the Senior Executives.
The Employment Agreements provide for three-year terms. The Bank's
Employment Agreements provide that, commencing on the first anniversary date
and continuing each anniversary date thereafter, the Bank's Board of Directors
may agree, after conducting a performance evaluation of the Senior Executive,
to extend its Employment Agreements for an additional year, so that the
remaining terms shall be three years. Each of the Bank's Employment Agreements
have been extended to a June 26, 2001 expiration date. The Company's
Employment Agreements provide for automatic daily extensions such that the
remaining terms of the Employment Agreements shall be three years unless
written notice of non-renewal is given by the Board of Directors or the Senior
Executive.
The Employment Agreements provide for termination by the Bank or the Company
at any time for cause as defined in the Employment Agreements. In the event
the Bank or the Company chooses to terminate the Senior Executive's employment
for reasons other than for cause, or in the event of the Senior Executive's
resignation from the Bank and the Company for "good reason" as defined in the
Employment Agreements, the Senior Executive or, in the event of death, his
beneficiary, would be entitled to a lump sum cash payment in an amount equal
to the remaining base salary and bonus payments due to the Senior Executive
and the additional contributions or benefits that would have been earned under
any employee benefit plans of the Bank or the Company during the remaining
terms of the Employment Agreements and payments that would have been made
under any incentive compensation plan during the remaining terms of the
Employment Agreements. The Senior Executive would also have the right to
receive a lump sum cash payment of benefits to which the Senior Executive is
entitled under the Bank's BMP. The Bank and the Company would also continue
the Senior Executive's life, health and disability insurance coverage for the
remaining terms of the Employment Agreements. "Good reason" for purposes of
the Employment Agreements generally means (i) assignment of duties
inconsistent with the Senior Executive's status or a substantial adverse
alteration in the nature or status of responsibilities or a requirement to
report to a different position, (ii) reduction in annual base salary (unless
mandated at the initiation of applicable regulatory authority), (iii) failure
to pay compensation or deferred compensation when due unless inadvertent,
immaterial and cured after notice, (iv) failure to continue in effect
compensation plans material to total compensation (or substitute plans) with
respect to the Senior Executive or to fail to provide certain benefits or
materially reduce benefits (unless mandated at the initiation of applicable
regulatory authority), (v) failure of the Bank to obtain a satisfactory
agreement from a successor to assume and
14
<PAGE>
agree to perform the Employment Agreements, (vi) any purported termination by
the Bank not for cause or disability, (vii) any or no reason during the period
of 60 (sixty) days beginning on the first anniversary of the effective date of
a change of control, as defined in the Employment Agreement, (viii) a change
in the majority of the Board, unless approved by a vote of at least two-thirds
of the members of the Board at the time the Employment Agreements were entered
into or members elected or nominated by such members, (ix) a relocation of the
Senior Executive's principal place of employment outside of the New York
metropolitan area or (x) a material breach of the Employment Agreements,
unless cured within 30 days. In general, for purposes of the Employment
Agreements, a "change of control" will generally be deemed to occur when a
person or group of persons acting in concert acquires beneficial ownership of
25% or more of any class of equity security, such as Common Stock of the
Company or the Bank, or in connection with mergers or consolidations of assets
or contested election of directors which results in a change of control of the
majority of the Board of Directors of the Company or the Bank or liquidation
or sale of substantially all the assets of the Company or the Bank.
Payments to the Senior Executives under the Bank's Employment Agreements
will be guaranteed by the Company in the event that payments or benefits are
not paid by the Bank. Payment under the Company's Employment Agreements would
be made by the Company. To the extent that payments under the Company's
Employment Agreements and the Bank's Employment Agreements are duplicative,
payments due under the Company's Employment Agreements would be offset by
amounts actually paid by the Bank. Senior Executives would be entitled to
reimbursement of certain costs incurred in interpreting or enforcing the
Employment Agreements up to $50,000 for each Senior Executive.
Cash and benefits paid to a Senior Executive under the Employment Agreements
together with payments under other benefit plans following a "change of
control" of the Bank or the Company may constitute an "excess parachute"
payment under Section 280G of the Code, resulting in the imposition of a 20%
excise tax on the recipient and the denial of the deduction for such excess
amounts to the Company and the Bank. The Company's Employment Agreements
include a provision indemnifying each Senior Executive on an after-tax basis
for any "golden parachute" excise taxes.
EMPLOYEE RETENTION AGREEMENTS
The Bank and the Company have entered into Employee Retention Agreements
with 23 additional employees including the following four executive officers:
Messrs. Henchy, King, Pucella and Varriale ("Contract Employee" or "Contract
Employees"). The purpose of the Retention Agreements is to secure the Contract
Employees' continued availability and attention to the Bank's affairs,
relieved of distractions arising from the possibility of a corporate change of
control. The Retention Agreements do not impose an immediate obligation on the
Bank to continue the Contract Employees' employment but provide for a period
of assured employment ("Assurance Period") following the change of control of
the Bank or the Company. The Retention Agreements provide for initial
Assurance Periods of one or two years commencing on the date of a change of
control. The Bank and the Company entered into Employee Retention Agreements
with an initial Assurance Period of two years with each of the four officers
listed above. The applicable Assurance Periods will be automatically extended
on a daily basis under the Retention Agreements until written notice of non-
extension is given by the Bank or the Contract Employee, in which case the
Assurance Period would end on the first or second anniversary of the date such
notice is given.
If, upon a change of control, or within twelve months of, and in connection
with, a change of control, a Contract Employee is discharged without "cause"
(as defined in the Retention Agreements) or voluntarily resigns within one
year following a material adverse change in position, duties or salary or due
to a material breach of the Retention Agreement by the Bank or the Company,
the Contract Employee (or, in the event of his death, his estate) would be
entitled to a lump sum cash payment equal to the remaining base salary and
bonus payments due during the Assurance Period plus any additional
contributions and benefits that the Contract Employee would have earned under
the Bank's or the Company's employee benefit plans during the Assurance
Period. Each Contract Employee's life, health, and disability coverage would
also be continued during the
15
<PAGE>
Assurance Period. The total amount of termination benefits payable to each
Contract Employee under the Retention Agreements is limited to three times the
Contract Employee's average total compensation for the prior five years.
Payments to the Contract Employees under their respective Retention Agreements
are guaranteed by the Company to the extent that the required payments are not
made by the Bank.
BENEFITS
Retirement Plan. The Bank maintains a non-contributory, tax-qualified
defined benefit pension plan (the "Retirement Plan") for eligible employees.
All salaried employees at least age 21 who have completed at least one year of
service are eligible to participate in the Retirement Plan. The Retirement
Plan provides for a benefit for each participant, including the Named
Executive Officers, equal to 2% of the participant's average annual basic
earnings multiplied by the participant's years (and any fraction thereof) of
eligible employment (up to a maximum of 30 years). Such benefit is not reduced
by a Social Security offset. A participant is fully vested in his or her
benefit under the Retirement Plan after five years of service. The Retirement
Plan is funded by the Bank on an actuarial basis and all assets are held in
trust by the Retirement Plan trustee.
The following table illustrates the annual benefit payable upon normal
retirement at age 65 (in single life annuity amounts with no offset for Social
Security benefits) at various levels of compensation and years of service
under the Retirement Plan and the BMP.
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------
REMUNERATION(1) 15 20 25 30 35(4)
- --------------- -------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
150,000(2).......... $ 45,000 $ 60,000 $75,000 $ 90,000 $ 90,000
175,000(2).......... 52,500 70,000 87,500 105,000 105,000
200,000(2).......... 60,000 80,000 100,000 120,000 120,000
225,000(2).......... 67,500 90,000 112,500 135,000(3) 135,000(3)
250,000(2).......... 75,000 100,000 125,000(3) 150,000(3) 150,000(3)
300,000(2).......... 90,000 120,000 150,000(3) 180,000(3) 180,000(3)
350,000(2).......... 105,000 140,000(3) 175,000(3) 210,000(3) 210,000(3)
400,000(2).......... 120,000 160,000(3) 200,000(3) 240,000(3) 240,000(3)
450,000(2).......... 135,000(3) 180,000(3) 225,000(3) 270,000(3) 270,000(3)
500,000(2).......... 150,000(3) 200,000(3) 250,000(3) 300,000(3) 300,000(3)
550,000(2).......... 165,000(3) 220,000(3) 275,000(3) 330,000(3) 330,000(3)
600,000(2).......... 180,000(3) 240,000(3) 300,000(3) 360,000(3) 360,000(3)
</TABLE>
- --------
(1) The Retirement Plan does not provide a deduction for Social Security
benefits and there are no other offsets to benefits.
(2) Annual Compensation taken into account under the Retirement Plan for the
fiscal year of the Retirement Plan beginning on October 1, 1998, cannot
exceed $160,000 (as adjusted for subsequent years pursuant to the Code
provisions). Benefits in excess of the limitation are provided through the
BMP.
(3) For the fiscal year of the Retirement Plan beginning on October 1, 1998,
the maximum annual benefit payable under the Retirement Plan cannot exceed
$125,000 (as adjusted for subsequent years pursuant to the Code
provisions). Benefits in excess of the limitations are provided through
the BMP. See "--Benefit Maintenance Plan."
(4) The maximum years of service credited for benefit purposes is 30 years.
The following table sets forth the years of credited service and the average
annual basic earnings (as defined above) determined as of September 30, 1998
for each of the Named Executive Officers.
<TABLE>
<CAPTION>
YEARS OF
CREDITED SERVICE
------------------ AVERAGE
YEARS MONTHS ANNUAL EARNINGS
-------- -------- ---------------
<S> <C> <C> <C>
Vincent F. Palagiano.................. 28 0 $437,833
Michael P. Devine..................... 27 2 330,000
Kenneth J. Mahon...................... 18 2 174,833
Timothy B. King....................... 15 5 93,333
Michael Pucella....................... 17 6 78,167
</TABLE>
16
<PAGE>
401(k) Plan. The Bank maintains the 401(k) Plan, which is a tax-qualified
defined contribution plan which permits salaried employees with at least one
year of service to make pre-tax salary deferrals under Section 401(k) of the
Code. Effective when the Company established the ESOP, the 401(k) Plan was
amended whereby participant contributions were no longer permitted to avoid
violating limitations on contributions to all plans under the Code. Employees
are fully vested in their salary deferrals, and become 25% vested in the
Bank's contribution after two years, and an additional 25% vested in each of
the next three years. Employees select the investments made with their account
balances from a fixed menu of options.
The Plan permits participating employees to elect to invest all or any part
of their 401(k) Plan account balances in Common Stock. Common Stock held by
the 401(k) Plan may be newly issued or treasury shares acquired from the
Company or outstanding shares purchased on the open market or in privately
negotiated transactions. All Common Stock held by the 401(k) Plan will be held
by an independent trustee and allocated to the accounts of individual
participants. Participants will control the exercise of voting and tender
rights relating to Common Stock held in their accounts.
Employee Stock Ownership Plan and Trust. The Company has established, and
the Bank has adopted, for the benefit of eligible employees, an ESOP and
related trust. All salaried employees of the Bank or the Company are eligible
to become participants in the ESOP. The ESOP currently holds 1,163,373 shares
of Common Stock, all of which were purchased during the Company's initial
public offering. In order to fund the ESOP's purchase of such Common Stock,
the ESOP borrowed funds from the Company to pay the aggregate purchase price
of Common Stock. This loan is for a term of 10 years, bears interest at the
rate of 8% per annum and calls for level annual payments of principal and
interest designed to amortize the loan over its term, except that payments in
any year may be deferred, in whole or in part, in prescribed circumstances.
Prepayments are also permitted.
Shares purchased by the ESOP were pledged as collateral for the loan and are
held in a suspense account until released for allocation among participants in
the ESOP as the loan is repaid. The pledged shares will be released annually
from the suspense account in an amount proportional to the repayment of the
ESOP loan for each plan year. The released shares will be allocated among the
accounts of participants on the basis of the participant's compensation for
the calendar year preceding allocation. Benefits generally become vested at
the rate of 25% per year after two years with 100% vesting after five years of
service. Participants also become immediately vested upon termination of
employment due to death, retirement at age 65, permanent disability or upon
the occurrence of a change of control. Forfeitures will be reallocated among
remaining participating employees, in the same proportion as contributions.
Vested benefits may be paid in a single sum or installment payments and are
payable upon death, retirement at age 65, disability or separation from
service.
The ESOP Committee may instruct the unrelated corporate trustee regarding
investment of funds contributed to the ESOP. The ESOP Trustee, subject to its
fiduciary duty, must vote all allocated shares held in the ESOP in accordance
with the instructions of the participating employees. Under the ESOP,
unallocated shares will be voted in a manner calculated to most accurately
reflect the instructions it has received from participants regarding the
allocated stock as long as such vote is in accordance with the provisions of
ERISA. The ESOP may purchase additional shares of Common Stock in the future.
Benefit Maintenance Plan. The BMP provides eligible employees with benefits
that would be due under the Retirement Plan, ESOP and 401(k) Plan, if such
benefits were not limited under the Code. BMP benefits provided with respect
to the Retirement Plan are reflected in the pension table. See "--Benefits --
Retirement Plan." BMP benefits provided to the Named Executive Officers for
the fiscal year ended June 30, 1998 with respect to the 401(k) Plan and ESOP
are included in the Summary Compensation Table under the column "All Other
Compensation." See "--Executive Compensation--Cash Compensation."
Recognition and Retention Plan. The Board of Directors of the Company has
adopted the RRP which was approved by shareholders at the 1996 Annual Meeting.
Under the RRP, 581,900 shares were acquired and allocated to directors,
officers and employees of the Company during the fiscal year ended June 30,
1997. A total of 28,753 shares are currently eligible for future allocation.
All other shares under the RRP are allocated to participants.
17
<PAGE>
1996 Stock Option Plan. The Board of Directors of the Company has adopted
the Dime Community Bancshares, Inc. 1996 Stock Option Plan for Outside
Directors, Officers and Employees which was approved by shareholders at the
1996 Annual Meeting. Under the 1996 Stock Option Plan, up to 1,454,750 options
are eligible for grant to outside directors, officers and employees of the
Company. On December 26, 1996, 1,393,425 options were granted to outside
directors, officer and employees. There were no options granted to the Named
Executive Officers during fiscal 1998. All options granted have an exercise
value of $14.50 and become exercisable in five equal installments on the
first, second, third, fourth, and fifth anniversaries of the grant date and
generally remain exercisable until the tenth anniversary of the grant date,
subject to earlier expiration upon termination of employment. In the case of
termination due to death or disability, retirement, or in the event of a
"change in control" of the Company, as such terms are defined by the 1996
Stock Option Plan, all Options granted become immediately exercisable.
The following table provides certain information with respect to the number
of shares of Common Stock acquired through the exercise of, or represented by
outstanding, stock options held by the Named Executive Officers on June 30,
1998. Also reported is the value for "in-the-money" options, which represent
the positive spread between the exercise price of any such existing stock
options and the closing sale price of the Common Stock of $27.75 per share at
fiscal year end, June 30, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL OPTIONS/SARS AT FISCAL
YEAR-END (1) YEAR-END
# ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ------------------------- -------------------------
<S> <C> <C>
Vincent F. Palagiano. 57,000 / 228,000 $755,250 / $3,021,000
Michael P. Devine.... 38,000 / 152,000 $503,500 / $2,014,000
Kenneth J. Mahon..... 26,000 / 104,000 $344,500 / $1,378,000
Timothy B. King...... 10,000 / 40,000 $132,500 / $ 530,000
Michael Pucella...... 10,000 / 40,000 $132,500 / $ 530,000
</TABLE>
- --------
(1) None of the Named Executive Officers have exercised options granted under
the 1996 Stock Option Plan.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") requires that all loans or extensions of credit to executive
officers and directors must be made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the general public and must not involve more than the normal
risk of repayment or present other unfavorable features. The Bank has made
loans or extended credit to executive officers and also to certain persons
related to executive officers and directors. All such loans were made by the
Bank in the ordinary course of business and were not made with more favorable
terms nor involved more than the normal risk of collectibility or presented
unfavorable features. The outstanding principal balance of such loans to
executive officers and associates of executive officers or directors totaled
$384,965, or 0.24% of the Bank's total equity as of August 31, 1998. The
Company intends that all transactions in the future between the Company and
its executive officers, directors, holders of 10% or more of the shares of any
class of its Common Stock and affiliates thereof, similarly will contain terms
no less favorable to the Company than could have been obtained by it in arm's-
length negotiations with unaffiliated persons and will be approved by a
majority of independent outside directors of the Company not having any
interest in the transaction.
Messrs. Curtin and Farrell are partners in the law firm of Conway, Farrell,
Curtin & Kelly, P.C., which the Bank retains to provide certain legal
services. In the fiscal years ended June 30, 1998, 1997 and 1996, the Bank
paid this firm $24,000, $176,000 and $126,000, respectively, for legal
services provided during such periods. In addition, the firm received fees in
the amount of approximately $1,385,000, $1,034,000 and $586,000 from third
parties pursuant to its representation of the Bank in loan closings and other
legal matters for each of the fiscal years ended June 30, 1998, 1997 and 1996,
respectively.
18
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of Common Stock, to file with
the SEC reports of ownership and changes of ownership. Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. Other than the
initial statement of beneficial ownership of securities on Form 3 for Mr.
Michael J. Henchy, which was accurate in all respects but was filed on August
13, 1998, based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons, the Company
believes that all filing requirements applicable to its executive officers,
directors and greater than 10% beneficial owners were complied with.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
GENERAL
The Board of Directors has appointed the firm of Deloitte and Touche LLP to
act as the Company's independent auditors for the fiscal year ending June 30,
1999, subject to ratification of such appointment by the Company's
shareholders. A representative of Deloitte and Touche LLP is expected to be
present at the Annual Meeting and will be available to respond to appropriate
questions. No determination has been made as to what action the Board of
Directors would take if the shareholders do not ratify the appointment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any other matters to be brought before the
shareholders at the 1998 Annual Meeting. If, however, any other matters not
known are properly brought before the meeting, the persons named in the
accompanying proxy will vote the shares represented by all properly executed
proxies on such matters in such manner as shall be determined by a majority of
the Board of Directors.
ADDITIONAL INFORMATION
NOTICE OF BUSINESS TO BE CONDUCTED AT ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for a
shareholder to properly bring business before an annual meeting or to nominate
any person for election to the Board of Directors. The shareholder must be a
shareholder of record and have given timely notice thereof in writing to the
Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or received by the Secretary not later than the following dates:
(i) with respect to an annual meeting of shareholders, sixty (60) days in
advance of such meeting if such meeting is to be held on a day which is within
thirty (30) days preceding the anniversary of the previous year's annual
meeting, or ninety (90) days in advance of such meeting if such meeting is to
be held on or after the anniversary of the previous year's annual meeting; and
(ii) with respect to an annual meeting of shareholders held at a time other
than within the time periods set forth in the immediately preceding clause
(i), the close of business on the tenth (10th) day following the date on which
notice of such meeting is first given to shareholders. Notice shall be deemed
to first be given to shareholders when disclosure of such date of the meeting
of shareholders is first made in a press release reported to Dow Jones News
Services, Associated Press or
19
<PAGE>
comparable national news service, or in a document publicly filed by the
Company with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act.
A shareholder's notice to the Secretary shall set forth such information as
required by the Bylaws of the Company. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement and proxy card
relating to an annual meeting any shareholder proposal or nomination which
does not meet all of the requirements for inclusion established by the SEC in
effect at the time such proposal or nomination is received. See "--Date For
Submission of Shareholder Proposals."
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the Company's proxy
statement and proxy card relating to the Company's 1999 Annual Meeting of
Shareholders must be received by the Company by June 8, 1999, pursuant to the
proxy solicitation regulations of the SEC. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement and proxy card
for such meeting any shareholder proposal which does not meet the requirements
of the SEC in effect at the time. Any such proposal will be subject to 17
C.F.R. (S)240.14a-8 of the Rules and Regulations promulgated by the SEC under
the Exchange Act.
ANNUAL REPORT
A copy of the 1998 Annual Report to shareholders, including the consolidated
financial statements prepared in conformity with generally accepted accounting
principles, for the fiscal year ended June 30, 1998 accompanies this Proxy
Statement. The consolidated financial statements have been audited by Deloitte
and Touche LLP, whose report appears in the Annual Report. SHAREHOLDERS MAY
OBTAIN, FREE OF CHARGE, A COPY OF THE ANNUAL REPORT ON FORM 10-K FILED WITH
THE SEC (WITHOUT EXHIBITS) BY WRITING TO KENNETH A. CEONZO, DIRECTOR OF
INVESTOR RELATIONS, DIME COMMUNITY BANCSHARES, INC., 209 HAVEMEYER STREET,
BROOKLYN, NEW YORK 11211 OR BY CALLING (718) 782-6200, EXTENSION 279.
By Order of the Board of Directors
/s/ Kenneth A. Ceonzo
Kenneth A. Ceonzo
Vice President and Secretary
Brooklyn, New York
October 6, 1998
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING PLEASE
COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
20
<PAGE>
REVOCABLE PROXY
DIME COMMUNITY BANCSHARES, INC.
209 Havemeyer Street
Brooklyn, New York 11211
This Proxy is solicited on behalf of the Board of Directors of Dime Community
Bancshares, Inc. for the Annual Meeting of Shareholders to be held on
November 12, 1998
The undersigned shareholder of Dime Community Bancshares, Inc. hereby
appoints Anthony Bergamo, Joseph H. Farrell and Louis V. Varone, or any of them,
with full powers of substitution, to represent and to vote as proxy, as
designated, all shares of common stock of Dime Community Bancshares, Inc. held
of record by the undersigned on September 21, 1998, at the 1998 Annual Meeting
of Shareholders (the "Annual Meeting") to be held at 10:00 a.m., on November 12,
1998, or at any adjournment or postponement thereof, upon the matters described
in the accompanying Notice of the 1998 Annual Meeting of Shareholders and Proxy
Statement, dated October 6, 1998, and upon such other matters as may properly
come before the Annual Meeting. The undersigned hereby revokes all prior
proxies.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is given, this Proxy
will be voted FOR the election of all nominees listed in Item 1 and FOR the
proposal listed in Item 2.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
- FOLD AND DETACH HERE -
<PAGE>
- --------------------------------------------------------------------------------
The Board of Directors unanimously recommends a vote Please mark
"FOR" all of the nominees named in Item 1 and a vote your votes as [X]
"FOR" the proposal in Item 2. indicated in
this example
1. Election of four Directors for terms of three years each.
FOR WITHHOLD
All nominees for
(except as otherwise all
indicated) nominees
[ ] [ ]
Nominees: Patrick E. Curtin, Fred P. Fehrenbach, Malcolm T. Kitson and Stanley
Meisels.
Instruction: TO WITHHOLD AUTHORITY to vote for any individual nominee, write
that nominee's name in the space provided:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. Ratification of the appointment of Deloitte & Touche LLP as independent
auditors for the fiscal year ending June 30, 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. The proxies are authorized to vote upon such other business as may properly
come before the Annual Meeting or any adjournment or postponement thereof in
such manner as shall be determined by a majority of the Board of Directors.
I will attend the
Annual Meeting
[ ]
The undersigned hereby acknowledges receipt of the Notice of the 1998 Annual
Meeting of Shareholders and the Proxy Statement, dated October 6, 1998 for the
Annual Meeting.
- --------------------------------------------------------------------------------
Signature(s)
- --------------------------------------------------------------------------------
Signature(s)
Dated: , 1998
--------------------------------------------------------------------
Please sign exactly as your name appears on this Proxy. Joint owners should each
sign personally. If signing as attorney, executor, administrator, trustee or
guardian, please include your full title. Corporate or partnership proxies
should be signed by an authorized officer.
- FOLD AND DETACH HERE -
