SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
( ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
( 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 BANCORP, INC.
209 Havemeyer Street, Brooklyn, NY 11211
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office.)
Registrant's telephone number, including area code: (718) 782-6200
<PAGE>
ITEM 1 PAGE
[S]
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998:
Statements of Net Assets Available for Plan Benefits 4
Statements of Changes in Net Assets Available for Plan
Benefits for the years ended December 31, 1999 and 1998 5
Notes to Financial Statements 6-9
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1999 AND FOR
THE YEAR THEN ENDED:
Item 27(a) - Schedule of Assets Held for Investment Purposes 10
Item 27(d) - Schedule of Reportable Transactions 11
SIGNATURES 12
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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, 1999 and 1998, 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 auditing standards generally
accepted in the United States of America. 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, 1999 and 1998, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The 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. The supplemental
schedules are the responsibility of the Plan's management. Such supplemental
schedules 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 1999. 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 27, 2000
New York, New York
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<PAGE>
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
StatementS of Net assets Available for Plan Benefits
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
AT DECEMBER 31,
<S> <C> <C>
1999 1998
----------- -----------
INVESTMENTS, AT FAIR VALUE (Notes 1(e), and 2(c)):
Fixed income funds:
Short Term Investment Fund <Fa> <Fb> $1,762,269 $1,666,284
Intermediate Term Bond Fund 443,620 407,465
Actively Managed Bond Fund <Fa> 487,817 457,130
----------- -----------
Total fixed income funds 2,693,706 2,530,879
----------- -----------
Equity funds:
Core Equity Fund <Fa> <Fb> 1,161,789 922,142
Value Equity Fund 372,188 305,045
Emerging Growth Equity Fund <Fa> 735,404 406,262
International Equity Fund 173,146 127,379
----------- -----------
Total equity funds 2,442,527 1,760,828
----------- -----------
Dime Community Bancshares, Inc. Common Stock Fund <Fa> <Fb>
Common stock investment 3,846,020 4,346,801
Short-term investment 120,940 142,611
----------- -----------
Total Dime Community Bancshares, Inc. Common Stock Fund 3,966,960 4,489,412
----------- -----------
Participant Loans Receivable <Fa> 490,615 486,904
----------- -----------
TOTAL INVESTMENTS 9,593,808 9,268,023
CASH 6,276 240
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $9,600,084 $9,268,263
=========== ===========
<FN>
<Fa> Represents 5% or more of the net assets available for Plan benefits at
December 31, 1999.
<Fb> Represents 5% or more of the net assets available for Plan benefits at
December 31, 1998.
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
StatementS of Changes In Net Assets Available for Plan Benefits
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
<S> <C> <C>
1999 1998
--------- ----------
ADDITIONS:
Investment income:
Net appreciation (depreciation) in fair value of $338,178 $(299,523)
investments
Interest income 40,843 43,358
Administrative expenses (4,470) (7,918)
--------- ----------
Total additions, net 374,551 (264,083)
--------- ----------
DEDUCTIONS:
Benefits paid to participants 699,703 318,013
--------- ----------
Total deductions, net 699,703 318,013
--------- ----------
TRANSFER FROM FINANCIAL FEDERAL SAVINGS BANK INCENTIVE PLAN 656,973 -
--------- ----------
Net increase (decrease) 331,821 (582,096)
--------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of Year 9,268,263 9,850,359
--------- ----------
End of Year $9,600,084 $9,268,263
========= ==========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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 covering all
eligible employees. It is subject to the provisions of the Employee
Retirement Security Act of 1974 ("ERISA").
On January 21, 1999, Dime Community Bancshares, Inc. (the "Company"),
the holding company for the Plan's sponsor, The Dime Savings Bank of
Williamsburgh (the "Bank"), completed a plan of merger with Financial
Bancorp, Inc., the holding company for Financial Federal Savings Bank,
FSB. In accordance with the terms of the merger agreement, on
September 15, 1999, the Financial Federal Savings Incentive Savings
Plan in RSI Retirement Trust ("Finfed 401(k)"), with total assets of
$656,973, was merged with and into the Plan. All individual accounts
of the Finfed 401(k) participants were merged into the Plan. Officers
and employees of Financial Federal Savings Bank who became employees
of the Bank are entitled to participate in the 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, 1996, 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 the Company.
During the year ended December 31, 1999, rollover contributions
totaling $656,973 were received from Plan participants who were former
participants of the Finfed 401(k) Plan.
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:
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<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, 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, 1999
and 1998, 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, through a newly created fund
entitled the Dime Community Bancshares, Inc. Common Stock Fund (the
"DCB Stock Fund"). The DCB Stock Fund invests in the common stock
of the Company, with excess cash invested in short-term money market
investments.
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 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.
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,
a participant must complete five years of creditable service.
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<PAGE>
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 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
accounting principles generally accepted in the United States of America.
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 pooled investment funds are carried at fair
value based on the Plan's proportionate share of units of beneficial
interest in the respective funds. The securities in the pooled
investment funds are traded on national securities exchanges and are
valued at their quoted market prices at the end of the year. The
common stock of the Company is carried at fair value based upon the
quoted market price at the end of the year. Short-term investments
are carried at cost, which approximate fair value. Loans to
participants are carried at the principal amount of the loans
outstanding, which approximates fair value.
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<PAGE>
Net investment income consists of gains and losses realized from the
sales of investments, the net change in the unrealized appreciation or
depreciation on investments, and interest and dividends earned.
Investment transactions are accounted for on a trade-date basis.
Interest income is recorded on the accrual basis and dividend income
is recorded on the ex-dividend date. Realized gains and losses from
securities transactions are recorded on the average cost basis.
d. 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.
e. RECLASSIFICATIONS - Certain reclassifications have been made in the
prior year financial statements to conform to reporting practices
followed in the current year.
3. RELATED PARTY TRANSACTIONS
Plan investments consist of pooled investment funds managed by Retirement
Systems Group, Inc. Retirement Systems Group is a trustee as defined by
the Plan, and therefore qualifies as a party-in-interest.
4. 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.
5. SUBSEQUENT EVENT
On June 15, 2000 the Plan was amended whereby employee contributions of up
to 12% of "covered compensation," as defined in the Plan document, are
permitted and annual employer contributions of 3% of "covered
compensation" are reinstated for all eligible participants, regardless of
their individual contribution level.
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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
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(A) (E)
PARTIES IN (B) (C) (D) CURRENT
INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENTS COST VALUE
--------------- ------------------------ ------------------------------- -------- ----------
Yes RSI Retirement Trust Core Equity
(10,141.314 units) $322,697 $1,161,789
Yes RSI Retirement Trust Emerging Growth Equity
(6,133.984 units) 457,902 735,404
Yes RSI Retirement Trust Value Equity
(4,778.993 units) 306,046 372,188
Yes RSI Retirement Trust International Equity
(2,571.985 units) 137,524 173,146
Yes RSI Retirement Trust Actively Managed Bond
(13,227.142 units) 514,536 487,817
Yes RSI Retirement Trust Intermediate Term Bond
(12,862.290 units) 458,927 443,620
Yes RSI Retirement Trust Short Term Investment
(74,990.162 units) 1,768,268 1,762,269
Yes Dime Community Bancshares, Common Stock Fund - Common
Inc. stock investment 2,368,710 3,846,020
No HSBC Bank Common Stock Fund - Short-
term investment 120,940 120,940
Yes Employee Loans Receivable
(86 loans with interest rates
ranging from 7.0% to 10.0%, and
maturities ranging from January,
2000, to August, 2000) 490,615 490,615
---------- ----------
Total $6,946,165 $9,593,808
========== ==========
</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, 1999
------------------------------------------------------------------------------
Item 1 - SINGLE TRANSACTIONS
NONE.
Item 2 - SERIES OF TRANSACTIONS
NONE.
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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 28, 2000
/S/ VINCENT F. PALAGIANO
-----------------------------------------
Vincent F. Palagiano
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER
Dated: June 28, 2000
/S/ KENNETH J. MAHON
-----------------------------------------
Kenneth J. Mahon
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
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