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 801,633
SHARES
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER
1,133,955
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,133,955
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.11% of 12,454,088 shares of Common Stock outstanding as of
December 31, 1999.
12 TYPE OF REPORTING PERSON* EP
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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: HSBC Bank, USA
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.
<PAGE>
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, 1999. 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. . . . . 1,133,955
(b) PERCENT OF CLASS . . . . . . . . . . . 9.11%
(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. . . . . . 801,633
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . -0-
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF 1,133,955
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
HSBC Bank, USA, as Plan Trustee, as of December
31, 1999. As of December 31, 1999, 332,322 of
such shares of Common Stock had been allocated to
individual accounts established for participating
employees and their beneficiaries, and 801,633 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 control the
voting and tendering of Common Stock
<PAGE>
Page 5 of 6 Pages
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
<PAGE>
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 7, 2000
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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)
