SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 21, 1999
DIME COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27782 11-3297463
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
209 HAVEMEYER STREET, BROOKLYN, NEW YORK 11211
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (718) 782-6200
NONE
(Former name or former address, if changed since last report)
<PAGE>
ITEMS 1 3, 4, 5, 6, 8 & 9. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As of the close of business on January 21, 1999, (the "Effective
Time") Dime Community Bancshares, Inc., a Delaware Corporation ("DCB"),
completed the acquisition of Financial Bancorp, Inc., a Delaware
corporation, ("FIBC"), pursuant to the Agreement and Plan of Merger dated
as of July 18, 1998, by and between DCB and FIBC (the "Merger Agreement")
(a copy of which was filed on Form 8-K/A dated July 27, 1998 and is
incorporated herein by reference). As part of the acquisition, FIBC's
wholly-owned subsidiary, Financial Federal Savings Bank, merged with and
into DCB's wholly owned subsidiary, The Dime Savings Bank of
Williamsburgh, a federally-chartered stock savings bank ("DSBW"), with
DSBW as the resulting financial institution.
Pursuant to the Merger Agreement, each FIBC stockholder who
submitted a valid election for cash received $39.14 in cash and each FIBC
stockholder who submitted a valid election for DCB common stock received
1.8282 shares of DCB common stock, plus cash in lieu of any fractional
shares, in exchange for their shares of FIBC common stock. The remaining
shares of FIBC common stock for which a valid election was not submitted
were converted into, pursuant to the Merger Agreement, a combination of
DCB stock and cash such that each such shareholder received $31.257 in
cash and 0.3682 shares of DCB common stock for each share of FIBC common
stock, except that all stockholders of FIBC who own less than 50 shares
of FIBC common stock received cash. As of the Effective Time, shares of
FIBC common stock that were owned by FIBC as treasury, that were
unallocated shares held in FIBC's Recognition and Retention Plan or that
were held directly by DCB other than in a fiduciary capacity or in
satisfaction of a debt previously contracted were canceled and retired.
No payment will be made with respect to such shares of FIBC common stock.
Based upon the closing price of DCB common stock on January 21, 1999, the
total consideration paid to FIBC stockholders, in the form of cash or DCB
stock, was $66,509,000.
Holders of stock options which had been granted by FIBC to purchase
60,133 shares of FIBC common stock were paid an amount in cash computed
by multiplying (i) any positive difference obtained by subtracting the
per share exercise price applicable to such option from $39.14, by (ii)
the number of shares of FIBC common stock subject to such option. These
payments totaled approximately $1,545,317. In addition, holders of stock
options which had been granted by FIBC to purchase 96,975 shares of FIBC
common stock were converted into options to purchase 177,286 shares DCB
common stock (the "Converted Options"). The expiration dates on all
Converted Options remained unchanged from initial grant by FIBC.
The cash portion of the total consideration was obtained by DCB from
cash flows generated in the ordinary course of business and operational
borrowings.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) (i) The financial statements of FIBC required to be stated
herein are incorporated by reference to Part II Item 8 of FIBC's Annual
Report on Form 10-K for the fiscal year ended September 30, 1998.
(ii) As of the date of this filing, it is impracticable to provide
the financial statements of Financial Bancorp, Inc. as of and for the
three months ended December 31, 1998. The required financial information
will be filed as soon as possible and in no event later than April 6, 1999.
(b) As of the date of this filing, it is impracticable to provide
pro forma financial information required pursuant to Article 11 of
Regulation S-X. The required pro forma financial information will be
filed as soon as possible and in no event later than April 6, 1999.
(c) Exhibits. The following Exhibits are filed as part of this
report:
EXHIBIT NO. DESCRIPTION
2.1 The Agreement and Plan of Merger, dated as of
July 18, 1998 by and between Dime Community
Bancshares, Inc. and Financial Bancorp, Inc.,
incorporated by reference to Exhibit 2.1 of the
Current Report on Form 8-K of Dime Community
Bancshares, Inc. filed with the Securities and
Exchange Commission on July 20, 1998.
99.1 Press Release issued January 21, 1999.
99.2 Financial Statements of Financial Bancorp, Inc.
for the fiscal year ended September 30, 1998,
incorporated by reference to the Annual Report
on Form 10-K of Financial Bancorp, Inc. filed
with the Securities and Exchange Commission on
December 29, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIME COMMUNITY BANCSHARES, INC.
BY:/s/ KENNETH J. MAHON
----------------------------------------------
Kenneth J. Mahon
Executive Vice President and Chief Financial
Officer
Dated: February 5, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 The Agreement and Plan of Merger, dated as of
July 18, 1998 by and between Dime Community
Bancshares, Inc. and Financial Bancorp, Inc.,
incorporated by reference to Exhibit 2.1 of the
Current Report on Form 8-K of Dime Community
Bancshares, Inc. filed with the Securities and
Exchange Commission on July 20, 1998.
99.1 Press Release issued January 21, 1999.
99.2 Financial Statements of Financial Bancorp, Inc.
for the fiscal year ended September 30, 1998,
incorporated by reference to the Annual Report
on Form 10-K of Financial Bancorp, Inc. filed
with the Securities and Exchange Commission on
December 29, 1998.
NEWS RELEASE
DIME COMMUNITY BANCSHARES, INC. COMPLETES ACQUISITION
OF FINANCIAL BANCORP, INC.
Brooklyn, NY, January 21, 1999. Dime Community Bancshares, Inc. ("DCB")
(NASDAQ: DCOM), the holding company for The Dime Savings Bank of Williamsburgh
(the "Bank"), announced today the successful completion of its acquisition of
Financial Bancorp, Inc. (Nasdaq: FIBC) ("FIBC") and the merger of FIBC's
wholly-owned subsidiary, Financial Federal Savings Bank, ("Financial Federal")
with and into the Bank. According to the terms of the merger agreement and as
a result of the recently completed election procedures, each FIBC stockholder
who submitted a valid election for cash will receive $39.14 in cash per share
of FIBC common stock, and each FIBC stockholder who submitted a valid election
for DCB common stock will receive 1.8282 shares of DCB common stock per share
of FIBC common stock, plus cash in lieu of any fractional shares. The
remaining shares of FIBC common stock for which a valid election was not
submitted have been converted into the right to a combination of DCB stock and
cash on a pro rata basis such that the aggregate cash consideration is 51.73%
of the total consideration and the aggregate DCB common stock consideration is
48.27% of the total consideration, except that all stockholders of FIBC who own
less than 50 shares of FIBC common stock will receive cash.
The acquisition will be accounted for as a purchase and will be immediately
accretive to cash earnings and accretive to reported earnings during DCB's
fiscal year ended June 30, 2000.
Vincent F. Palagiano, Chairman of the Board and Chief Executive Officer of DCB
stated , "We are very pleased to welcome the former customers and stockholders
of FIBC and Financial Federal to our company. We are confident that this
transaction will enhance shareholder value and provide long-term benefits for
our customers and the communities we serve."
As a result of the acquisition, DCB will have assets in excess of $2.0 billion,
deposits of approximately $1.3 billion and will operate nineteen banking
offices located in the New York City boroughs of Brooklyn, Queens and the
Bronx, and Nassau County.
Dime Community Bancshares, Inc., is the holding company for The Dime Savings
Bank of Williamsburgh, a community-oriented financial institution providing
financial services and loans for housing within its market areas. The Bank
maintains its headquarters in the Williamsburgh section of the borough of
Brooklyn, and eighteen additional offices in the boroughs of Brooklyn, Queens,
and The Bronx, and in Nassau County. The Bank's deposits are insured up to the
maximum allowable amount by the Federal Deposit Insurance Corporation. More
information on the Company and Bank can be found on the Company's Internet
website at WWW.DIMEWILL.COM.
Contact: Kenneth A. Ceonzo - FIRST VICE PRESIDENT AND DIRECTOR OF INVESTOR
RELATIONS
(718) 782-6200 extension 279
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