DIME COMMUNITY BANCSHARES INC
8-K, 1999-01-08
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                   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 6, 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 THROUGH 4, 6, 8 & 9.  NOT APPLICABLE.

ITEM 5.       OTHER EVENTS.

     On January 6, 1999, Dime Community Bancshares, Inc. ("DCB") and its
wholly owned subsidiary, The Dime Savings Bank of Williamsburgh ("DSBW"),
publicly announced, in a press release dated January 6, 1999, a copy of
which is attached hereto as Exhibit 99 and is incorporated herein by
reference, the conclusion of the ten-day pricing period and the scheduled 
closing date of January 21, 1999, relating to its planned acquisition of
Financial Bancorp, Inc.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  Financial statements of business acquired.

          Not applicable.

     (b)  Pro forma financial information.

          Not applicable.

     (c)  Exhibits.  The following Exhibits are filed as part of this report:

              EXHIBIT NO.               DESCRIPTION

               99             Press Release issued January 6, 1999.

                                        -2-

<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: January 7, 1999



<PAGE>





                               EXHIBIT INDEX




EXHIBIT                  DESCRIPTION

   99                    Press Release issued January 6, 1999.




                                        -4-









                                 NEWS RELEASE

       DIME COMMUNITY BANCSHARES, INC. ANNOUNCES CONCLUSION OF
   PRICING PERIOD RELATED TO ACQUISITION OF FINANCIAL BANCORP, INC.


Brooklyn, NY, January 6, 1999. Dime Community Bancshares, Inc. ("DCB") (NASDAQ:
DCOM),  the  holding  company  for  The Dime Savings Bank of Williamsburgh (the
"Bank"),  announced  today  that the pricing  period  related  to  its  planned
acquisition of Financial Bancorp,  Inc.  ("FIBC") (NASDAQ: FIBC) has concluded.
Under the terms of the merger agreement between  DCB and FIBC, each outstanding
share of FIBC common stock will be converted into  the right to receive, at the
election  of the holder thereof, either shares of DCB  common  stock  or  cash,
subject to  certain  election, allocation and proration procedures.  Based upon
the 10-day pricing period  which  commenced on December 22, 1998, and concluded
on January 6, 1999, stockholders of  FIBC  are  expected to receive in exchange
for each share of FIBC common stock, either cash  in  the  amount  of $39.14 or
1.8282  shares  of  DCB common stock.  The period during which stockholders  of
FIBC can elect to receive DCB common stock or cash as consideration will expire
as of 5:00 p.m. eastern  standard  time on January 13, 1999.  DCB and FIBC have
scheduled the closing of the acquisition to occur on January 21, 1999.

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  thirteen 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 - VICE PRESIDENT AND DIRECTOR OF INVESTOR RELATIONS
 (718) 782-6200 extension 279
                                     {end}



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