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:
x Rule 13d-1(b)
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)
Employee Stock Ownership Plan Trust of
Dime Community Bancshares, Inc. and Certain Affiliates
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 employee benefit plan organized in New York
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
NUMBER OF 917,465
SHARES
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER
1,137,735
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,137,735
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.89% of 11,504,984 shares of Common Stock outstanding as of
December 31, 1998.
12 TYPE OF REPORTING PERSON* EP
*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: Employee Stock Ownership Plan Trust of Dime Community
Bancshares, Inc. and Certain Affiliates
Trustee: Marine Midland Bank
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE:
ESOP: TRUSTEE:
209 Havemeyer Street 250 Park Avenue
Brooklyn, NY 11211 New York, NY 10177
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
The person filing is an:
(f) x Employee Benefit Plan, or pension fund which is subject
to the provisions of the Employee Retirement Income Security Act
of 1974 or an endowment fund.
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Page 4 of 6 Pages
ITEM 4
OWNERSHIP:
The following information with respect to the Plan'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
Plan had the right to acquire within 60 days following such date.
(a) AMOUNT BENEFICIALLY OWNED. . . . . 1,137,735
(b) PERCENT OF CLASS . . . . . . . . . . . 9.89%
(c) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . 0
(ii) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE. . . . . . 917,465
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . 0
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF 1,137,735
The reporting person is 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 reporting person is administered
by an ESOP Committee ("ESOP Committee") and its assets are held in
trust by a trustee ("Plan Trustee"). The number of shares listed as
beneficially owned represents the entire number of shares of Common Stock
held by Marine Midland Bank, as Plan Trustee, as of December 31, 1998.
As of December 31, 1998, 220,270 of such shares of Common Stock 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. In general, participating
employees and their beneficiaries have the power and authority to
direct the voting of shares of Common Stock allocated to their
individual accounts. Such allocated shares are, therefore, not included as
shares over which the reporting person has sole or shared voting power.
The reporting person, through the Plan Trustee, has shared voting power
over unallocated Common Stock. Any unallocated Common Stock is generally
required to be voted by the Plan Trustee in the same proportion as Common
Stock which has been allocated to Participants is directed to be voted.
The reporting person, through the Plan Trustee, has shared dispositive
power over all unallocated Common Stock held by the reporting person.
The reporting person, acting through the Plan Trustee, shares
dispositive power over allocated Common Stock with participating
employees and their beneficiaries, who have the right to determine
whether Common Stock allocated to their respective accounts will be
tendered in response to a tender offer but otherwise have no
dispositive power. Any unallocated Common Stock is generally required to be
tendered by the Plan Trustee in a tender offer in the same proportion as
Common Stock which has been allocated to Participants is directed to
be tendered. In limited circumstances, ERISA may confer upon the Plan
Trustee the power and duty to
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Page 5 of 6 Pages
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. The reporting person disclaims voting power
with respect to such allocated Common Stock.
ITEM 5
Not applicable
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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 the reporting person to
acquire Common Stock.
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 information set forth in this statement is true,
complete and correct.
FEBRUARY 9, 1999
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(Date)
EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCSHARES, INC.
AND CERTAIN AFFILIATES
By: /s/ MYLES MCLOUGHLIN
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(Signature)
Myles McLoughlin, Plan Administrator
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(Name/Title)
