SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Dime Community Bancshares, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
253922-10-8
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(CUSIP Number)
N/A
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Date of Event which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which the
Schedule is filed:
Rule 13d-1(b)
x Rule 13d-1(c)
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 253922-10-8 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
The Compensation Committee of Dime Community Bancshares, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Corporation's Compensation Committee organized in New York
5 SOLE VOTING POWER
6 SHARED VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER
1,794,266
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,794,266
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.60% of 11,504,984 shares of Common Stock outstanding
as of December 31, 1998.
12 TYPE OF REPORTING PERSON* 00
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 Pages
ITEM 1(a)
NAME OF ISSUER: Dime Community Bancshares, Inc. ("Company")
ITEM 1(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 209 Havemeyer Street
Brooklyn, NY 11211
ITEM 2(a)
NAME OF PERSON FILING: The Compensation Committee of Dime Community
Bancshares, Inc.
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: 209 Havemeyer Street
Brooklyn, NY 11211
ITEM 2(c)
CITIZENSHIP: U.S.A.
ITEM 2(d)
TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share
("Common Stock")
ITEM 2(e)
CUSIP NUMBER: 253922-10-8
ITEM 3
This Statement is filed pursuant to Section 240.13d-1(c)
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Page 4 of 6 Pages
ITEM 4
OWNERSHIP:
The following information with respect to the Committee's ownership
of Common Stock is provided as of December 31, 1998. None of the shares
set forth below constitute shares the beneficial ownership of which the
Committee had the right to acquire within 60 days following such date.
(a) AMOUNT BENEFICIALLY OWNED. . . . . . . 1,794,266
(b) PERCENT OF CLASS . . . . . . . . . .. 15.60%
(c) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . ..
(ii) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE. . . . . .
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . .
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF 1,794,266
The Compensation Committee (the "Committee") of Dime Community Bancshares,
Inc. serves certain administrative functions for the Employee Stock
Ownership Plan of Dime Community Bancshares, Inc. and Certain Affiliates
(the "ESOP"), an employee stock ownership plan under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") with
individual accounts for the accrued benefits of participating employees and
their beneficiaries. The Committee also serves certain administrative
functions for the Recognition and Retention Plan For Outside Directors,
Officers and Employees of Dime Community Bancshares, Inc. (the "RRP")
and The Dime Savings Bank of Williamsburgh 401(k) Plan ("401(k) Plan").
As of December 31, 1998, the ESOP owns 1,137,735 shares of the
Company's common stock, of which 220,270 of such shares had been allocated to
individual accounts established for participating employees and
their beneficiaries, and 917,465 of such shares were held, unallocated,
for allocation in future years. As of December 31, 1998, the RRP owns
445,777 shares of the Company's common stock, of which 413,824 shares have
been allocated to individuals and 31,953 shares are unallocated. All
shares of common stock owned by the ESOP and RRP are held by Marine Midland
Bank, as Trustee, as of December 31, 1998. The Committee has the power and
authority to direct the Trustee of the ESOP with respect to the investment of
the ESOP's assets (including the acquisition or disposition of both allocated
and unallocated shares of 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
investment of all assets of the RRP and with respect to the exercise of
voting rights, but has assigned voting and tender rights over allocated shares
to participating officers and directors. The Committee has the power and
authority to direct the Trustee of the RRP with respect to the voting and
tender rights over the unallocated shares to reflect the responses given
with respect to the allocated shares. With respect to the ESOP, ERISA, in
limited circumstances, may confer upon the 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. As of December 31, 1998, the Company Stock Fund of
the 401(k) Plan ("401(k) Plan Company Stock Fund") owns 210,754 shares of
the Company's common stock, all of which are held by Marine Midland Bank,
as Trustee, as of December 31, 1998. The Committee has the power and
authority to direct the Trustee of the 401(k) Plan Company Stock Fund with
respect to the investment
<PAGE>
Page 5 of 6 Pages
of the Company Stock Fund assets (including the acquisition or disposition
of both allocated and unallocated shares of the Company) in the absence
of a tender offer, but has no voting power with respect to any shares.
ITEM 5
Not applicable
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Under the ESOP, dividends on Common Stock allocated to the
accounts of participating employees and their beneficiaries, to the extent
paid in the form of additional securities, are added to their respective
individual accounts. Dividends on Common Stock allocated to the
accounts of participating employees and their beneficiaries, to the
extent paid in cash, are. at the direction of the Company, either (i)
credited to the respective individual accounts, (ii) distributed to the
participating employees and their beneficiaries, or (iii) used to pay
principal and interest on outstanding indebtedness incurred by
ESOP to acquire Common Stock. Under the RRP and 401(k) Plan Company
Stock Fund, dividends on Common Stock allocated to the accounts of
participating employees and their beneficiaries, to the extent paid in the
form of additional securities, are added to their respective individual
accounts. Dividends on Common Stock allocated to the accounts of
participating employees and their beneficiaries, to the extent paid in cash,
are, at the direction of the Company, distributed to the participating
employees and their beneficiaries.
ITEM 7
Not applicable
ITEM 8
Not applicable
ITEM 9
Not applicable
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Page 6 of 6 Pages
ITEM 10
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business, and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of such securities, and were not acquired and are not held in connection
with or as a participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the inforation set forth in this statement is
true, complete and correct.
FEBRUARY 9, 1999
----------------
(Date)
THE COMPENSATION COMMITTEE OF DIME COMMUNITY BANCSHARES, INC.
By: /s/ ANTHONY BERGAMO
_________________________________
Anthony Bergamo - Chairman
/s/ FRED P. FEHRENBACH
By: _________________________________
Fred P. Fehrenbach
/s/ MALCOLM T. KITSON
By: _________________________________
Malcolm T. Kitson
/s/ STANLEY MEISELS
By: _________________________________
Stanley Meisels
