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
-0-
6 SHARED VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING
PERSON
WITH 8 SHARED DISPOSITIVE POWER
1,698,986
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,698,986
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.64% of 12,454,088 shares of Common Stock outstanding
as of December 31, 1999.
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, 1999. 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. . . . . . . 1,698,986
(b) PERCENT OF CLASS . . . . . . . . . .. 13.64%
(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. . . . . . -0-
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . -0-
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF 1,698,986
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, 1999, the
ESOP owns 1,133,955 shares of the Company's
common stock, of which 332,322 of such shares 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. As of December 31, 1999, the RRP owns
357,138 shares of the Company's common stock, of
which 310,368 shares have been allocated to
individuals and 46,770 shares are unallocated.
All shares of common stock owned by the ESOP and
RRP are held by HSBC Bank, USA, as Trustee, as of
December 31, 1999. 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, 1999, the Company Stock Fund of the
401(k) Plan ("401(k) Plan Company Stock Fund")
owns 207,893 shares of the Company's common
stock, all of which are held by HSBC Bank, USA,
as Trustee, as of December 31, 1999. The
Committee has the power and authority to direct
the Trustee of the 401(k) Plan Company Stock Fund
with respect to the investment of the Company Stock Fund
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Page 5 of 6 Pages
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 7, 2000
----------------
(Date)
THE COMPENSATION COMMITTEE OF DIME COMMUNITY BANCSHARES, INC.
By: /s/ FRED P. FEHRENBACH
_________________________________
Fred P. Fehrenbach - Chairman
/s/ ANTHONY BERGAMO
By: _________________________________
Anthony Bergamo
/s/ STEVEN D. COHN
By: _________________________________
Steven D. Cohn
/s/ MALCOLM T. KITSON
By: _________________________________
Malcolm T. Kitson
