SACHS MORTON H & CO /KY/ /ADV
SC 13G/A, 1999-02-12
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No.2)*

                           DIME FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    25432H107
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover 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).


1.  NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Morton H. Sachs & Co. DBA The Sachs Company ("SC")
          Morton H. Sachs ("MHS")
          


2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                    (a)
        Joint filing pursuant to Rule 13d-1 (f) (1)   See Item 2         (b) X

3.  SEC USE ONLY


4.  CITIZENSHIP OR PLACE OF ORGANIZATION
       Louisville, Kentucky USA

NUMBER OF                5.  SOLE VOTING POWER                         0
SHARES
BENEFICIALLY             6.  SHARED VOTING POWER                       0
OWNED BY                                                           
EACH                     7.  SOLE DISPOSITIVE POWER                    0   
REPORTING PERSON
WITH                     8.  SHARED DISPOSITIVE POWER                  0
                                                                   
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
          NONE       

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
          N/A

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          0%
      
12. TYPE OF REPORTING PERSON*
          SC-IA      MHS-IN


<PAGE>



Cusip No. 25432H107                13G                       Page 2 of 3 Pages

Schedule 13G Additional Information

Item #
1. (a)  Name of Issuer:
          Dime Financial Corporation

   (b)  Address of Issuer's Principal Executive Offices:
          P.O. Box 700
          Wallingford, CT  06492-9909
          
          
2. (a)  Name of Person Filing:
          Morton H. Sachs & Co. DBA The Sachs Company ("SC") and Morton H. Sachs
          ("MHS"), the controlling shareholder of SC.  This schedule relates to
          the same securities.  Each person is individually eligible to use this
          schedule and has executed the Agreement attached as to that effect.
          See Exhibit A.
          ---------------


   (b)  Address of Principal Business Office for Each of the Above:
          1346 South Third Street
          Louisville, KY  40208
          
   (c)  Citizenship:
          SC - A Kentucky Corporation
          MHS - USA


   (d)  Title of  Class of  Securities:
          Common Stock

   (e)  CUSIP Number:
          25432H107

3. This statement is filed pursuant to Rule 13d-1(b), or 13d-2(b).  The 
   person filing is a:
     (a) [ ] Broker or Dealer registered under Section 15 of the Act
     (b) [ ] Bank as defined in section 3(a)(6) of the Act
     (c) [ ] Insurance Company as defined in section 3(a)(6) of the act
     (d) [ ] Investment Company registered under section 8 of the Investment
             Company Act
     (e) [x] Investment Adviser registered under section 203 of the Investment
             Advisers Act of 1940
     (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
             provisions of the Employee Retirement INcome Security Act of 1974
             or Endowment Fund
     (g) [x] Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G)
             (Note: See Item 7) The Sachs Company is an investment adviser
             registered under Section 203 of the Investment Advisers Act of 1940
             and Morton H. Sachs is an individual controlling shareholder
             thereof reporting under Rule 13d-1(b)(ii)(G).
     (h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H)

4. Ownership:
   (a) Amount Beneficially Owned:        
          0   
                                                   
   (b) Percent of Class:                                                
          0%
                                                                 
    (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                None
         (iii) sole power to dispose or to direct the disposition of     0
         (iv)  shared power to dispose or to direct the disposition of   None
                                                                 

5.  Ownership of Five Percent or Less of a Class:
         N/A

<PAGE>

Cusip No. 25432H107             13G                       Page 3 of 3 Pages

Schedule 13G Additional Information (continued)
- -----------------------------------------------

6.  Ownership of More than Five Percent on Behalf of Another Person:
         N/A

7.  Identification and Classification of the Subsidiary Which Acquired the 
    Security Being Reported on by the Parent Holding Company:
         See Items 2 and 3.

8.  Identification and Classification of Members of the Group:
          N/A        

9.  Notice of Dissolution of  Group:
          N/A

10. Certification:

     By signing below I certify that, to the best of my knowledge and belief,
     the securities referred to above were acquired in the ordinary course of
     business and were not acquired for the purpose of and do not have the
     effect of changing or influencing the control of the issuer of such
     securities and were not acquired in connection with or as a participant in
     any transaction having such purpose or effect.

     SEE NOTE NO. 1 BELOW
     --------------------
                                

     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.
                                                       
     
  
 Date:      February 11, 1999                   Date:     February 11, 1999   
            -----------------                             -----------------   
                                                              
   Morton H. Sachs & Co. DBA The Sachs Company     
                                                                                
 Signature: By /s/ Morton H. Sachs, President  Signature: By /s/ Morton H. Sachs
            ---------------------------------             ----------------------
            Morton H. Sachs, President                    Morton H. Sachs




NOTE NO. 1:  Each of the reporting persons hereby disclaims beneficial ownership
             of the above shares, and the filing of this statement shall not be
             construed as an admission that any of the reporting persons is 
             the beneficial owner of the shares covered by this statement.

                                                                       EXHIBIT A
                                                                       ---------


                                    AGREEMENT


          The undersigned hereby agree that the statement on Schedule G to 
          which this is attached as Exhibit A is filed on behalf of each of 
          the undersigned.


Date:     February 11, 1999          Morton H. Sachs & Co. DBA The Sachs Company
          -----------------


                                     by: /s/ Morton H. Sachs, President
                                     ----------------------------------
                                     Morton H. Sachs, President

Date:     February 11, 1999          /s/ Morton H. Sachs
          -----------------          -------------------
                                     Morton H. Sachs



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