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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Dime Financial Corp.
(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 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 "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 1 of 5 Pages
CUSIP No. 25432H107 13G Page 2 of 5 Pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Keefe Managers, Inc.
13-361-0107
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
(5) Sole Voting Power
-0-
Number of Shares
(6) Shared Voting Power
Beneficially -0-
Owned by Each
(7) Sole Dispositive Power
Reporting Person -0-
With
(8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11) Percent of Class Represented by Amount in Row 9
0.0%
12) Type of Reporting Person*
IA, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
Item 1 (a) Name of Issuer:
Dime Financial Corp.
(b) Address of Issuer's
Principal Executive
Offices:
95 Barnes Road
P.O. Box 700
Wallingford, CT 06492
Item 2 (a) Name of Person Filing:
KEEFE MANAGERS, INC.
(b) Address of Principal
Business Office or, If
None, Residence:
375 Park Avenue (31st Floor)
New York, New York 10152
(c) Citizenship:
Delaware corporation
(d) Title of Class of
Securities:
Common Stock
(e) CUSIP No.:
25432H107
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether 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)(19) of the Act
(d) / / Investment Company registered under section 8
of the Investment Company Act
Page 3 of 5 Pages
(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; see ss.240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with ss.240.13d-
1(b)(1)(ii)(H)
Item 4 Ownership:
(a) Amount Beneficially Owned:
0
(b) Percent of Class: 0.0%
(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:
0
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to
report the fact that as of the date
hereof the reporting person has ceased
to be the beneficial owner of more than
5% of the class of securities, check
the following [X].
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person:
Not Applicable.
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company:
Not Applicable.
Page 4 of 5 Pages
Item 8 Identification and Classification of Members of
the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group: Not Applicable.
Item 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.
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.
KEEFE MANAGERS, INC.
January 22, 1996 By: /s/ Harry V. Keefe, Jr.
-------------------------
Signature
Harry V. Keefe, Jr., Chairman
- ---------------------------------
Name/Title
Page 5 of 5 Pages
