SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transaction period from to
Commission file Number 0-27782
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN
(Full Title of the Plan)
DIME COMMUNITY BANCORP, INC.
209 Havemeyer Street, Brooklyn, NY 11211
(Name of issuer of the securities held pursuant to the plan
and the address of its pri n cipal executive office.)
Registrant's telephone number, including area code: (718) 782-6200
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ITEM 1 PAGE
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996:
Statements of Net Assets Available for Plan Benefits 4
Statements of Changes in Net Assets Available for Plan Benefits
with Supplemental Information by Fund for the years ended
December 31, 1997 and 1996 5-6
Notes to Financial Statements 7-12
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1997 AND FOR
THE YEAR THEN ENDED:
Item 27(a) - Schedule of Assets Held for Investment Purposes 12
Item 27(d) - Schedule of Reportable Transactions 13
SIGNATURES 14
</TABLE>
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<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
the Dime Savings Bank of Williamsburgh:
We have audited the accompanying statements of net assets available for plan
benefits of the Dime Savings Bank of Williamsburgh 401(k) Plan (the "Plan") as
of December 31, 1997 and 1996, and the related statements of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1997 and 1996, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The information by fund in
the statements of changes in net assets available for plan benefits is
presented for purposes of additional analysis of the basic financial statements
rather than to present information regarding changes in net assets available
for plan benefits of the individual funds. The supplemental schedules of
assets held for investment purposes and reportable transactions are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. Such information by fund
and supplemental schedules are the responsibility of the Plan's management, and
have been subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
The schedule of reportable transactions that accompanies the Plan's financial
statements does not disclose the historical cost of certain plan assets sold
during 1997. Disclosure of this information is required by the Department
of Labor's Rules and Regulations for reporting and disclosures under the
Employee Retirement Income Security Act of 1974.
/s/ DELOITTE & TOUCH LLP
June 19, 1998
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<PAGE>
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1997
<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------
<S> <C> <C>
1997 1996
INVESTMENTS, AT FAIR VALUE (Notes 1(e), and 2(c)): ---------------- ---------------
Fixed income funds:
Short Term Investment Fund <Fa> <Fb> $1,200,617 $1,107,017
Intermediate Term Bond Fund 396,694 189,842
Actively Managed Bond Fund 451,458 213,187
---------------- ---------------
Total fixed income funds 2,048,769 1,510,046
---------------- ---------------
Equity funds:
Core Equity Fund <Fa> <Fb> 864,607 574,264
Value Equity Fund 286,928 266,030
Emerging Growth Equity Fund <Fb> 480,780 334,191
International Equity Fund 117,978 105,540
---------------- ---------------
Total equity funds 1,750,293 1,280,025
---------------- ---------------
Dime Community Bancorp, Inc. Common Stock Fund <Fa> <Fb> 5,620,842 3,219,942
Participant Loans Receivable 423,044 262,445
---------------- ---------------
TOTAL INVESTMENTS 9,842,948 6,272,458
CASH 7,411 1,859
---------------- ---------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $9,850,359 $6,274,317
================ ===============
<FN>
<Fa> Represents 5% or more of the net assets available for Plan benefits at
December 31, 1997.
<Fb> Represents 5% or more of the net assets available for Plan benefits at
December 31, 1996.
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
<TABLE>
<CAPTION>
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH INFORMATION BY FUND
YEAR ENDED DECEMBER 31, 1997
Information by Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIME
SHORT INTERMEDIATE ACTIVELY EMERGING COMMUNITY
TERM TERM MANAGED CORE VALUE GROWTH INTERNATIONAL BANCORP,INC.PARTICIPANT
INVESTMENT BOND BOND EQUITY EQUITY EQUITY EQUITY COMMON LOANS CASH 1996
FUND FUND FUND FUND FUND FUND FUND STOCK FUND RECEIVABLE BALANCE TOTAL
-------- ---------- --------- -------- -------- --------- ------------- ---------- ----------- --------- ----------
ADDITIONS:
Investment
income:
Net
apprecia-
tion in
fair
value of
invest-
ments $55,729 $24,954 $41,085 $186,439 $83,541 $32,534 $906 $2,073,204 - - $2,498,392
Interest
income 6,763 1,207 1,496 5,680 1,772 3,158 1,066 8,756 - - 29,898
Adminis-
trative
expenses (825) (406) (594) (1,739) (564) (1,280) (118) (3,595) - - (9,121)
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
61,667 25,755 41,987 190,380 84,749 34,412 1,854 2,078,365 - - 2,519,169
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Contrib-
utions:
Employee - - - - - - - - - - -
Employer - - - - - - - - - - -
Employee
rollover 23,700 893 1,339 93,295 42,535 237,020 38,299 293,236 - - 730,317
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
23,700 893 1,339 93,295 42,535 237,020 38,299 293,236 - - 730,317
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Participant
loan
activity:
Loan
disburse-
ments (60,204) (16,931) (27,643) (65,176) (23,814) (43,179) (3,805) (76,380) $317,132 - -
Loan re-
payments 40,263 4,872 5,679 26,635 11,916 15,337 2,857 53,999 (161,558) - -
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
(19,941) (12,059) (21,964) (38,541) (11,898) (27,842) (948) (22,381) 155,574 - -
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Total
additions,
net 65,426 14,589 21,362 245,134 115,386 243,590 39,205 2,349,220 155,574 - 3,249,486
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
DEDUCTIONS:
Participant
distri-
butions (7,189) (613) (10,367) (41,492) (7,385) (22,132) (9,478) (19,573) (3,066) - (121,295)
Forfeitures (1,300) (989) (989) (404) (97) (301) (291) (1,181) - $5,552 -
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Total de-
ductions (8,489) (1,602) (11,356) (41,896) (7,482) (22,433) (9,769) (20,754) (3,066) 5,552 (121,295)
TRANSFERS:
Transfers
from
Pioneer
Savings
Bank, FSB
Tax
Deferral
Savings
Plan 9,954 24,360 61,842 214,796 40,131 88,677 - - 8,091 - 447,851
Interfund
transfers 26,709 169,505 166,423 (127,691)(127,137) (163,245) (16,998) 72,434 - - -
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Total
transfers 36,663 193,865 228,265 87,105 (87,006) (74,568) (16,998) 72,434 8,091 - 447,851
Net in-
crease 93,600 206,852 238,271 290,343 20,898 146,589 12,438 2,400,900 160,599 5,552 3,576,042
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS:
BEGINNING
OF YEAR 1,107,017 189,842 213,187 574,264 266,030 334,191 105,540 3,219,942 262,445 1,859 6,274,317
--------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
END OF
YEAR $1,200,617 $396,694 $451,458 $864,607 $286,928 $480,780 $117,978 $5,620,842 $423,044 $7,411 $9,850,359
========= ========== ========= ======== ======== ========= =========== ========== =========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE>
<TABLE>
<CAPTION>
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH INFORMATION BY FUND
YEAR ENDED DECEMBER 31, 1996
Information by Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIME
SHORT INTERMEDIATE ACTIVELY EMERGING COMMUNITY
TERM TERM MANAGED CORE VALUE GROWTH INTERNATIONAL BANCORP,INC.PARTICIPANT
INVESTMENT BOND BOND EQUITY EQUITY EQUITY EQUITY COMMON LOANS CASH 1996
FUND FUND FUND FUND FUND FUND FUND STOCK FUND RECEIVABLE BALANCE TOTAL
-------- ---------- --------- -------- -------- --------- ------------- ---------- ----------- --------- ----------
ADDITIONS:
Investment
income:
Net
appreciation
(deprec-
iation)
in fair
value of
invest-
ments $68,870 $3,757 $(2,675)$125,177 $63,718 $101,624 $10,658 $1,000,782 - - $1,371,911
Interest
income 2,535 1,092 1,212 4,428 1,847 2,486 443 7,835 - - 21,878
Admin.
expenses (1,391) (241) (322) (1,622) (404) (697) (33) (570) - - (5,280)
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
70,014 4,608 (1,785) 127,983 65,161 103,413 11,068 1,008,047 - - 1,388,509
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Contrib-
utions:
Employee 36,585 11,955 13,578 74,683 39,994 44,595 10,505 63,257 - - 295,152
Employer 17,020 5,275 6,510 29,470 20,623 14,071 3,710 - - - 96,679
Employee
rollover - - - 1,973 - 987 - 16,775 - - 19,735
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
53,605 17,230 20,088 106,126 60,617 59,653 14,215 80,032 - - 411,566
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Participant
loan
activity:
Loan
disburse-
ments (69,933) (8,021) (12,019) (56,784) (17,110) (22,677) (1,554) (12,725) $200,823 - -
Loan re-
payments 29,060 5,768 5,903 30,585 12,450 16,429 2,058 22,945 (125,198) - -
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
(40,873) (2,253) (6,116) (26,199) (4,660) (6,248) 504 10,220 75,625 - -
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Total
additions,
net 82,746 19,585 12,187 207,910 121,118 156,818 25,787 1,098,299 75,625 - 1,800,075
-------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
DEDUCTIONS:
Participant
distri-
butions (43,998) (4,286) (27,044) (54,421) (4,977) (25,323) (9,885) (13,451) - - (183,385)
Forfeitures (42) (42) (41) (638) (217) (705) (91) (1,016) - $1,506 (1,286)
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Total de-
ductions (44,040) (4,328) (27,085) (55,059) (5,194) (26,028) (9,976) (14,467) - 1,506 (184,671)
Interfund
transfers (877,407) (238,546) (244,132)(385,507)(158,336) (214,990) (17,192) 2,136,110 - - -
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
Net in-
crease
(decrease) (838,701) (223,289) (259,030)(232,656) (42,412) (84,200) (1,381) 3,219,942 75,625 1,506 1,615,404
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS:
BEGINNING
OF YEAR 1,945,718 413,131 472,217 806,920 308,442 418,391 106,921 - 186,820 353 4,658,913
--------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- --------- ----------
END OF
YEAR $1,107,017 $189,842 $213,187 $574,264 $266,030 $334,191 $105,540 $3,219,942 $262,445 $1,859 $6,274,317
========= ========== ========= ======== ======== ========= =========== ========== =========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
1. DESCRIPTION OF PLAN
The following is a brief description of the Dime Savings Bank of
Williamsburgh 401(k) Plan (the "Plan"). This description of the Plan is
provided for general information purposes only. Participants should refer
to the Plan document for more complete information.
a. GENERAL - The Plan is a defined contribution plan. Effective July 1,
1991, the Plan was amended to add a 401(k) feature. Under this
feature, eligible full-time employees of Dime Savings Bank of
Williamsburgh (the "Bank") are permitted to make pretax contributions
to the Plan which, prior to May 31, 1996, were matched to a certain
extent by contributions of the Bank. The Plan is subject to the
provisions of the Employee Retirement Security Act of 1974 ("ERISA").
On June 26, 1996, the Bank completed a plan of merger (the "Merger")
with Conestoga Bancorp, Inc. ("Conestoga"), the holding company for
Pioneer Savings Bank, F.S.B. ("Pioneer"). In accordance with the
terms of the merger agreement, officers and employees of Pioneer who
became employees of the Bank, were entitled to participate in the
Plan. These employees were treated as new employees of the Bank for
purposes of the Plan. The Plan was amended effective June 12, 1996,
in order to provide credit, for purposes of vesting and eligibility,
to participants for service with Pioneer to the extent that such
service was recognized for similar purposes under Pioneer's 401(k)
Plan.
b. ELIGIBILITY AND PARTICIPATION - Participation in the Plan is
voluntary. An employee shall become an eligible employee if he or she
has completed a period of service of at least one year, and is a
salaried employee.
An employee is not an eligible employee if he or she is compensated
principally on an hourly, daily, commission, or retainer basis, or has
waived any claim to membership in the Plan.
c. CONTRIBUTIONS - Participants may elect to contribute from 1% to 9% of
their total annual compensation, not to exceed $150,000, to the Plan.
Prior to May 31, 1996, the Bank contributed 50% of the first 6% of
participant contributions for the first 48 months during which an
employee participated in the Plan and 100% of the first 6% of
participant contributions thereafter.
In addition, prior to May 31, 1996, the Bank could, at its discretion,
make special contributions for a plan year to the basic contribution
account of any eligible employee. Such special contributions were
limited to the amount necessary to ensure that the Plan complied with
the requirements of Section 401(k) of the Internal Revenue Code.
Effective May 31, 1996, the Plan was amended whereby the Bank shall
not make any contributions to the Plan to match the Participant's
basic contributions. Effective January 1, 1997, the Plan was again
amended whereby participant contributions were no longer permitted.
The elimination of participant contributions to the Plan resulted from
participants receiving virtually all of their allowable benefits under
Section 415 of the Internal Revenue Code from other tax qualified
benefit plans of the Bank or its parent, Dime Community Bancorp, Inc.
(the "Company").
-7-
<PAGE>
During the year ended December 31, 1997, rollover contributions
totaling $730,317 were received from Plan participants who were
former participants of the Employee Stock Ownership
Plan of Conestoga Bancorp, Inc.
d. VESTING - Participant contributions and earnings thereon are
nonforfeitable. Participants' rights to Bank contributions vest based
upon the number of years of service during which the employee is a
participant in the Plan. The vesting schedule is as follows:
NUMBER OF YEARS OF SERVICE VESTED PERCENTAGE
Less than 2 years 0%
Less than 3 years 25
Less than 4 years 50
Less than 5 years 75
5 or more years 100
e. INVESTMENTS - Information concerning plan investments is described in
the following paragraphs.
TRUST FUNDS MANAGED BY RETIREMENT SYSTEM GROUP INC.("RSI") - Under
the terms of a trust agreement with RSI, formerly known as
Retirement System for Savings Institutions, the Plan participates in
certain trust funds managed by RSI. The trust agreement provides
for the continued operation of RSI as an open-end management
investment company under the Investment Company Act of 1940. RSI
consists of two groups of investment funds - the Fixed-Income funds,
which are invested in fixed income investments with limited equity
holdings, and the Equity funds, which permit a higher percentage of
plan funds to be invested in common stocks. As of December 31,
1996, there were seven investment funds. The funds currently
consist of (i) four Equity funds: (a) Core Equity Fund, (b) Value
Equity Fund (c) Emerging Growth Equity Fund and (d) International
Equity and (ii) three Fixed Income funds: (a) Short Term Investment
Fund, (b) Intermediate Term Bond Fund and (c) Actively Managed Bond
Fund. The Plan has elected to belong to both the Fixed-Income funds
and the Equity funds for which RSI has sole discretionary authority
concerning purchases and sales of investments therein.
DIME COMMUNITY BANCORP, INC. COMMON STOCK FUND - On June 26, 1996,
the Bank converted from a federally chartered mutual savings bank to
a federally chartered stock savings bank and all of its outstanding
capital stock was acquired by the Company. The Company issued
approximately 14.5 million shares of common stock in a Subscription
and Community offering. The Plan was able to participate in this
conversion.
Pursuant to a plan amendment dated February 8, 1996, eligible
employees of the Bank who were participants in the Plan immediately
prior to the consummation of the Conversion, and former employees
and beneficiaries of deceased former employees who have an account
under the Plan were offered an opportunity to invest all or a
portion of their accounts in common stock issued in connection with
the Conversion by electing to transfer amounts therein that are
currently invested in other funds into a newly established fund, the
Dime Community Bancorp, Inc. Common Stock Fund (the "DCB Stock
Fund"), which currently invests solely in the common stock of the
Company, with excess cash invested in short-term money market
investments. On June 26, 1996, approximately
-8-
<PAGE>
$2,092,000 was transferred to the DCB Stock Fund to purchase shares
of the Company's common stock issued in the Conversion.
Prior to May 31, 1996, contributions to the Plan were placed in any of
the above funds in multiples of 10%, at the election of the
participant. Effective May 31, 1996, the Plan was
amended in order to permit contributions to be placed in the above
funds in multiples of 1% at the election of the participant. Effective
January 1, 1997, the Plan was amended whereby participant contributions
are no longer permitted.
f. DEATH, RETIREMENT AND DISABILITY BENEFITS - The unvested portion of
the remainder of the accumulated share of a participant's account
shall become fully vested immediately upon attainment of age 65, or,
if earlier, upon the termination of the participant's membership by
reason of death, disability or retirement.
A participant is eligible for early retirement benefits upon attaining
age 60 or a combined aggregate of 30 or more years of vested service
with a participating bank. In addition to any one of the two criteria,
a participant must complete five years of creditable service.
Effective March 1, 1997, the Plan was amended to permit former Pioneer
401(k) Plan participants early retirement as early as the first day of
the month on or after attaining age 55. This amendment was made to
provide these participants substantially similar benefits as had
existed under the Pioneer 401(k) Plan.
g. WITHDRAWAL OF FUNDS - On termination of service, a participant may
elect to receive either a lump-sum amount equal to the vested balance
of his or her account, or annual installments limited to a ten-year
period.
h. LOANS TO PARTICIPANTS- Loans are permitted, subject to current IRS
statutes and regulations. Participants may borrow up to 50% of their
vested account balance up to a maximum of $50,000. Prior to
June 11, 1998, participants were permitted no more than one outstanding
loan at any time. The Plan was amended, effective June 11, 1998,
whereby participants are now permitted a maximum of two outstanding
loans at any time. Interest charged is fixed for the entire term of
the loan and is based upon the prime rate as published in the Wall
Street Journal on the date the loan is requested, increased by 1% and
rounded to the nearest 1/4 of 1%. The maximum loan term for the
purchase of a principal residence may not exceed ten years and loans
for any other reason may not exceed five years. The loans are secured
by balances in the participant's account. Loan repayments are
made by automatic payroll deduction.
i. FORFEITURES - If a participant is not fully vested and terminates his
or her employment, the units representing the nonvested portion of his
or her account shall constitute forfeitures. Forfeitures are treated
as Bank contributions and are applied to reduce the amount of
subsequent Bank contributions otherwise required to be made.
Effective January 1, 1997, the Plan was amended whereby forfeitures
are allocated to participants, on a pro rata basis, based upon their
before-tax contribution accounts.
j. PLAN TERMINATION - Although the Bank has not expressed any intent to
terminate the Plan, it has the right to terminate the Plan subject to
the provisions of ERISA. In the event of termination, all
participants would become 100% vested in their individual account
balances (including the Bank's contributions) at the termination date.
-9-
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles. The significant accounting
policies followed by the Plan are as follows:
a. BASIS OF PRESENTATION - The accompanying financial statements have
been prepared on the accrual basis and present the net assets
available for plan benefits and changes in those net assets.
b. USE OF ESTIMATES - The preparation of the financial statements
requires management to make estimates and assumptions that affect the
reported amounts of net assets available for plan benefits as well as
the reported amounts of changes in net assets available for plan
benefits. Actual results could differ from those estimates. Estimates
that are particularly susceptible to change include the fair market
value of certain investments as described in Notes 2(c) and 4 to the
financial statements.
c. INVESTMENTS - The Plan's investments are carried at fair value. The
Plan's investments in the funds of RSI consist of units of beneficial
interest in the funds in which the Plan participates. The Plan's
proportionate share of the value of the underlying securities
comprising each fund's net assets is based upon the number of units
held. The investment in the DCB stock fund is carried at fair value
based upon the closing price of the Company's common stock as quoted
in the Wall Street Journal.
Employee loans receivable are carried at face value, which
approximates fair value.
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on an accrual basis.
d. INVESTMENT INCOME - Investment income recognized by the Plan includes
current earnings from investments, net gains or losses realized from
the sale of investments, and the net change in the unrealized
appreciation or depreciation in the funds' assets.
e. ALLOCATED EXPENSES - The Bank will pay the ordinary expenses of the
Plan and compensation of the Trustees to the extent required, except
that any expenses directly related to the Plan, such as transfer
taxes, brokers' commissions, registration charges, or administrative
expenses of the Trustees, shall be paid from the Plan or from such
investment account to which such expenses directly relate. The Bank
may charge employees all or part of the reasonable expenses associated
with withdrawals and other distributions, loans or account transfers.
f. RECLASSIFICATIONS - Certain reclassifications have been made in the
prior year financial statements to conform to reporting practices
followed in the current year.
3. UNIT ACTIVITY FOR TRUST FUNDS MANAGED BY RSI
Changes in units of beneficial interest of the trust funds managed by RSI
from January 1, 1997 to December 31, 1997 were as follows:
<TABLE>
<CAPTION>
FIXED-INCOME FUNDS
-----------------------------------------------------
<S> <C> <C> <C>
UNIT
UNITS VALUE FAIR VALUE
Short Term Investment Fund:
Ending 55,868.64 $21.49 $1,200,617
Beginning 54,053.56 20.48 1,107,017
----------- -------- -----------
Net increase 1,815.08 $1.01 $93,600
=========== ======== ===========
-10-
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
UNIT
UNITS VALUE FAIR VALUE
Intermediate Term Bond Fund:
Ending 12,350.37 $32.12 $396,694
Beginning 6,328.07 30.00 189,842
----------- -------- -----------
Net increase 6,022.30 $2.12 $206,852
=========== ======== ===========
Actively Managed Bond Fund:
Ending 12,958.04 $34.84 $451,458
Beginning 6,712.44 31.76 213,187
----------- -------- -----------
Net increase 6,245.60 $3.08 $238,271
=========== ======== ===========
</TABLE>
<TABLE>
<CAPTION>
EQUITY FUNDS
-----------------------------------------------------
<S> <C> <C> <C>
Core Equity Fund:
Ending 11,424.51 $75.68 $864,607
Beginning 9,509.26 60.39 574,264
----------- -------- -----------
Net increase 1,915.25 $15.29 $290,343
=========== ======== ===========
Value Equity Fund:
Ending 4,968.45 $57.75 $286,928
Beginning 6,066.82 43.85 266,030
----------- -------- -----------
Net (decrease)/ increase (1,098.37) $13.90 $20,898
=========== ======== ===========
Emerging Growth Equity Fund:
Ending 6,569.83 $73.18 $480,780
Beginning 4,943.65 67.60 334,191
----------- -------- -----------
Net increase 1,626.18 $5.58 $146,589
=========== ======== ===========
Emerging Growth Equity Fund:
Ending 2,550.32 $46.26 $117,978
Beginning 2,302.36 45.84 105,540
----------- -------- -----------
Net increase 247.96 $0.42 $12,438
=========== ======== ===========
</TABLE>
4. TRANSFER OF ASSETS FROM PIONEER SAVINGS BANK, F.S.B. TAX DEFERRAL PLAN
On March 31, 1997, the Pioneer Savings Bank, F.S.B. Tax Deferral Savings
Plan ("Pioneer Plan") was merged into the Plan. The assets of the Pioneer
Plan, which related to employee and employer contributions made prior to
the Merger, totaled $447,851 at March 31, 1997.
5. TAX STATUS
The Plan is intended to be qualified under Section 401(a) of the Internal
Revenue Code (the "Code") and is intended to be exempt from taxation under
Section 501(a) of the Code. The Plan received a favorable IRS
determination letter dated October 22, 1996. The Plan has been amended
since receiving the determination letter. However, the Plan Administrator
believes that the Plan and its
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<PAGE>
underlying trust are currently designed and
being operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
* * * * * *
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<PAGE>
SCHEDULE 1
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN
ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
PARTIES-IN-INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENTS COST CONTRACT/ MARKET VALUE
<S> <C> <C> <C> <C>
- ------------------- --------------------------- -------------------------------- ---------------- -----------------------
Yes RSI Retirement Trust Core Equity
(11,424.511 units) $577,359 $864,607
Yes RSI Retirement Trust Emerging Growth Equity
(6,569.828 units) 382,695 480,780
Yes RSI Retirement Trust Value Equity
(4,968.450 units) 187,259 286,928
Yes RSI Retirement Trust International Equity
(2,550.324 units) 103,075 117,978
Yes RSI Retirement Trust Actively Managed Bond
(12,958.037 units) 329,823 451,458
Yes RSI Retirement Trust Intermediate Term Bond
(12,350.374 units) 356,593 396,694
Yes RSI Retirement Trust Short Term Investment
(55,868.637 units) 1,005,631 1,200,617
Yes Dime Community Bancorp, Inc. Common Stock Fund 2,590,673 5,620,842
Yes Employee Loans Receivable
(63 loans with interest
rates ranging from 7.0% to
10.0% and maturities
ranging from March, 1998 to
December, 2002 423,044 423,044
---------------- -----------------------
Total $6,019,152 $9,842,948
================ =======================
</TABLE>
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<PAGE>
SCHEDULE 2
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
Item 1 - SINGLE TRANSACTIONS
NONE.
ITEM 2 - SERIES OF TRANSACTIONS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
CURRENT
VALUE OF
ASSET ON
IDENTITY OF DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET GAIN
PARTY INVOLVED OF ASSETS PRICE PRICE ASSET SOLD DATE OR (LOSS)
- ---------------------- -------------------- --------------- ---------------- ----------------- ---------------- --------------
RSI Retirement
Trust <F1> Core Equity Fund $376,040 $376,040
RSI Retirement
Trust <F1> Core Equity Fund $272,134 <F2> 272,134 <F2>
RSI Retirement Emerging Growth
Trust <F1> Equity Fund 365,589 365,589
RSI Retirement Emerging Growth
Trust <F1> Equity Fund 251,534 <F2> 251,534 <F2>
Marine Midland Dime Community
Bank Trust Bancorp, Inc. Common
Division Stock (Short-term
Investments) $993,383 $993,383
<FN>
<F1> Party-in-interest.
<F2> The historical cost of the investments and the resulting net gain or loss
are not available.
</TABLE>
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Dime Savings Bank of Williamsburgh (the Plan Administrator) duly caused this
report to be signed on their behalf by the undersigned thereunder duly
authorized.
Dated: June 30, 1998 /s/ VINCENT F. PALAGIANO
________________________________
Vincent F. Palagiano
CHAIRMAN OF THE BOARD, AND
CHIEF EXECUTIVE OFFICER
Dated: June 30, 1998 /s/ KENNETH J. MAHON
_________________________________
Kenneth J. Mahon
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
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