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, 1998
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 BANCSHARES, 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, 1998 AND 1997:
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, 1998 and 1997 5-6
Notes to Financial Statements 7-11
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 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, 1998 and 1997, 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 Plan's net assets available for plan benefits as of
December 31, 1998 and 1997, 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 accompanying 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 such 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 supplemental schedule of reportable transactions that accompanies the
Plan's financial statements does not disclose the historical cost of certain
plan assets sold during 1998. Disclosure of this information is required by
the Department of Labor's Rules and Regulations for reporting and disclosure
under the Employee Retirement Income Security Act of 1974.
/s/ DELOITTE & TOUCHE LLP
June 23, 1999
-3-
<PAGE>
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------
<S> <C> <C>
1998 1997
INVESTMENTS, AT FAIR VALUE (Notes 1(e), and 2(c)): ---------------- ---------------
Fixed income funds:
Short Term Investment Fund <Fa> <Fb> $1,666,284 $1,200,617
Intermediate Term Bond Fund 407,465 396,694
Actively Managed Bond Fund 457,130 451,458
---------------- ---------------
Total fixed income funds 2,530,879 2,048,769
---------------- ---------------
Equity funds:
Core Equity Fund <Fa> <Fb> 922,142 864,607
Value Equity Fund 305,045 286,928
Emerging Growth Equity Fund 406,262 480,780
International Equity Fund 127,379 117,978
---------------- ---------------
Total equity funds 1,760,828 1,750,293
---------------- ---------------
Dime Community Bancshares, Inc. Common Stock Fund <Fa> <Fb>
Common stock investment 4,346,801 5,507,649
Short-term investment 142,611 113,193
---------------- ---------------
Total Dime Community Bancshares, Inc. Common Stock Fund 4,489,412 5,620,842
Participant Loans Receivable <Fa> 486,904 423,044
---------------- ---------------
TOTAL INVESTMENTS 9,268,023 9,842,948
CASH 240 7,411
---------------- ---------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $9,268,263 $9,850,359
================ ===============
<FN>
<Fa> Represents 5% or more of the net assets available for Plan benefits at
December 31, 1998.
<Fb> Represents 5% or more of the net assets available for Plan benefits at
December 31, 1997.
</TABLE>
See accompanying notes to financial statements.
-4-
<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, 1998
- ----------------------------------------------------------------------------------------------------------------------------------
Information by Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIME
COMMUNITY
SHORT INTERMEDIATE ACTIVELY EMERGING BANCSHARES
TERM TERM MANAGED CORE VALUE GROWTH INTERNATIONAL INC. PARTICIPANT
INVESTMENT BOND BOND EQUITY EQUITY EQUITY EQUITY COMMON STOCK LOANS CASH 1998
FUND FUND FUND FUND FUND FUND FUND FUND<Fa> RECEIVABLE BALANCE TOTAL
-------- --------- --------- -------- -------- --------- ------------- ---------- ----------- ------- ---------
ADDITIONS:
Investment
income:
Net
apprecia-
tion (de-
preciation
in fair
value of
invest-
ments $64,812 $25,828 $36,220 $208,676 $47,950 $(30,174) $16,903 $(669,738) - - $(299,523)
Interest
income 12,029 1,587 2,049 7,405 2,731 4,926 1,680 10,951 - - 43,358
Adminis-
trative
expenses (1,021) (523) (735) (2,153) (513) (895) (338) (1,740) - - (7,918)
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- ---------
75,820 26,892 37,534 213,928 50,168 (26,143) 18,245 (660,527) - - (264,083)
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- ---------
Participant
loan
activity:
Loan
disburse-
ments (45,074) (15,781) (24,768) (89,439) (22,034) (37,017) (9,159) (43,533) $286,805 - -
Loan re-
payments 34,786 5,458 5,783 48,642 11,838 26,610 7,355 56,091 (196,563) - -
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- ---------
(10,288) (10,323) (18,985) (40,797) (10,196) (10,407) (1,804) 12,558 90,242 - -
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- ---------
Total
additions,
net 65,532 16,569 18,549 173,131 39,972 (36,550) 16,441 (647,969) 90,242 - (264,083)
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- ---------
DEDUCTIONS:
Participant
distri-
butions (92,072) (6,020) (13,050) (87,321) (9,306) (11,697) (7,224) (64,941) (26,382) - (318,013)
Forfeitures 1,005 231 227 1,478 835 962 226 2,207 - ($7,171) -
-------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- ---------
Total de-
ductions,
net (91,067) (5,789) (12,823) (85,843) (8,471) (10,735) (6,998) (62,734) (26,382) (7,171) (318,013)
INTERFUND
TRANSFERS,
NET 491,202 (9) (54) (29,753) (13,384) (27,233) (42) (420,727) - - -
Net in-
crease
(decrease) 465,667 10,771 5,672 57,535 18,117 (74,518) 9,401 (1,131,430) 63,860 (7,171) (582,096)
NET ASSETS
AVAILABLE
FOR PLAN
BENEFITS:
BEGINNING
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
--------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- ---------
END OF
YEAR $1,666,284 $407,465 $457,130 $922,142 $305,045 $406,262 $127,379 $4,489,412 $486,904 $240 $9,268,263
========= ========= ========= ======== ======== ========= =========== ========== =========== ======= =========
<FN>
<Fa> Fund activity includes aggregate activity of both the common stock investment and short-term investments.
</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, 1997
- ----------------------------------------------------------------------------------------------------------------------------------
Information by Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIME
COMMUNITY
SHORT INTERMEDIATE ACTIVELY EMERGING BANCSHARES
TERM TERM MANAGED CORE VALUE GROWTH INTERNATIONAL INC. PARTICIPANT
INVESTMENT BOND BOND EQUITY EQUITY EQUITY EQUITY COMMON STOCK LOANS CASH 1997
FUND FUND FUND FUND FUND FUND FUND FUND<Fa> 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
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,
net (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,
net 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
========= ========== ========= ======== ======== ========= =========== ========== =========== ======= =========
<FN>
<Fa> Fund activity includes aggregate activity of both the common stock investment and short-term investments.
</TABLE>
See accompanying notes to financial statements.
-6-
<PAGE>
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
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 - Prior to January 1, 1997, participants were permitted
to elect to contribute from 1% to 9% of their total annual
compensation, not to exceed $150,000, to the Plan and the Bank made
matching and discretionary contributions. Effective May 31, 1999, the
Plan was amended whereby Bank contributions were no longer permitted,
and effective January 1, 1997, the Plan was amended whereby
participant contributions were no longer permitted. The elimination
of participant and Bank 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 Bancshares,
Inc. (the "Company").
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:
-7-
<PAGE>
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, 1998
and 1997, 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 BANCSHARES, 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 Bancshares, 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 $2,092,000 was
transferred to the DCB Stock Fund to purchase shares of the
Company's common stock issued in the Conversion.
Transfers between investment alternatives and rollover contributions
to the Plan are placed in any of the above funds in multiples of 1%,
at the election of the participant.
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.
-8-
<PAGE>
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,
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 the
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.
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 in
accordance with generally accepted accounting principles 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.
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.
-9-
<PAGE>
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, 1998 to December 31, 1998 were as follows:
<TABLE>
<CAPTION>
FIXED-INCOME FUNDS
-----------------------------------------------------
<S> <C> <C> <C>
UNIT
UNITS VALUE FAIR VALUE
Short Term Investment Fund:
Ending 73,827.38 $22.57 $1,666,284
Beginning 55,868.64 21.49 1,200,617
----------- -------- -----------
Net increase 17,958.74 $1.08 $465,667
=========== ======== ===========
Intermediate Term Bond Fund:
Ending 11,889.85 $34.27 $407,465
Beginning 12,350.37 32.12 396,694
----------- -------- -----------
Net increase (decrease) (460.52) $2.15 $10,771
=========== ======== ===========
Actively Managed Bond Fund:
Ending 12,106.20 $37.76 $457,130
Beginning 12,958.04 34.84 451,458
----------- -------- -----------
Net increase (decrease) (851.84) $2.92 $5,672
=========== ======== ===========
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
EQUITY FUNDS
-----------------------------------------------------
<S> <C> <C> <C>
Core Equity Fund:
Ending 9,682.29 $95.24 $922,142
Beginning 11,424.51 75.68 864,607
----------- -------- -----------
Net increase (decrease) (1,742.22) $19.56 $57,535
=========== ======== ===========
Value Equity Fund:
Ending 4,480.03 $68.09 $305,045
Beginning 4,968.45 57.75 286,928
----------- -------- -----------
Net increase (decrease) (488.42) $10.34 $18,117
=========== ======== ===========
Emerging Growth Equity Fund:
Ending 5,974.44 $68.00 $406,262
Beginning 6,569.83 73.18 480,780
----------- -------- -----------
Net increase (decrease) (595.39) $(5.18) $(74,518)
=========== ======== ===========
Emerging Growth Equity Fund:
Ending 2,398.85 $53.10 $127,379
Beginning 2,550.32 46.26 117,978
----------- -------- -----------
Net increase (decrease) (151.47) $6.84 $9,401
=========== ======== ===========
</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 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.
2. SUBSEQUENT EVENT
On January 21, 1999, The Dime Savings Bank of Williamsburgh acquired
Financial Federal Savings Bank. On April 15, 1999, the Financial
Federal Savings Incentive Savings Plan in RSI Retirement Trust
("Finfed 401(k)"), with total assets of approximately $1.0 million,
was merged with and into the Plan, and all individual accounts of
Finfed 401(k) participants were merged into the Plan.
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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, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
PARTIES IN INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENTS COST CURRENT VALUE
<S> <C> <C> <C> <C>
- ------------------- --------------------------- -------------------------------- ---------------- -----------------------
Yes RSI Retirement Trust Core Equity
(9,682.287 units) $316,611 $922,142
Yes RSI Retirement Trust Emerging Growth Equity
(5,974.436 units) 321,245 406,262
Yes RSI Retirement Trust Value Equity
(4,480.032 units) 263,336 305,045
Yes RSI Retirement Trust International Equity
(2,398.851 units) 103,630 127,379
Yes RSI Retirement Trust Actively Managed Bond
(12,106.196 units) 440,608 457,130
Yes RSI Retirement Trust Intermediate Term Bond
(11,889.855 units) 401,758 407,465
Yes RSI Retirement Trust Short Term Investment
(73,827.396 units) 1,663,331 1,666,284
Yes Dime Community Common Stock Fund- Common
Bancshares Inc. stock investment 2,323,258 4,346,801
No Marine Midland Bank Common Stock Fund- Short-
term investment 142,611 142,611
Yes Employee Loans Receivable
(80 loans with interest
rates ranging from 7.0% to
10.0% and maturities
ranging from January, 1999 to
to August, 2000 486,904 486,904
---------------- -----------------------
Total $6,463,292 $9,268,023
================ =======================
</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, 1998
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Item 1 - SINGLE 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)
- ---------------------- -------------------- --------------- ---------------- ----------------- ---------------- --------------
Marine Midland Dime Community
Bank Trust Bancshares, Inc.
Division Common Stock Fund $459,486 $459,486
Marine Midland Dime Community
Bank Trust Bancshares, Inc.
Division Common Stock Fund $459,036 $610,548 $(151,513)
Marine Midland Dime Community
Bank Trust Bancshares, Inc.
Division Common Stock Fund 456,161 456,161 -
ITEM 2 - SERIES OF TRANSACTIONS
</TABLE>
<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 Short Term
Trust <Fa> Investment Fund $545,475 $545,475
RSI Retirement Short Term
Trust <Fa> Investment Fund $144,620 <Fb> <Fb>
Marine Midland Dime Community
Bank Trust Bancshares, Inc.
Division Common Stock Fund $1,002,479 $1,002,479
Marine Midland Dime Community
Bank Trust Bancshares, Inc.
Division Common Stock Fund $1,324,069 $1,470,268 $(146,199)
<FN>
<Fa> Party-in-interest.
<Fb> 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 29, 1999 /s/ VINCENT F. PALAGIANO
________________________________
Vincent F. Palagiano
CHAIRMAN OF THE BOARD, AND
CHIEF EXECUTIVE OFFICER
Dated: June 29, 1999 /s/ KENNETH J. MAHON
_________________________________
Kenneth J. Mahon
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
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