-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FgU0NihV717S0h7T5bnRLU+GW82iqhGdd0HbEy5YVNSzq9Q2VX/lC+Owh47EAm2T 07H6aY9sm9SPNXJbOg9CBA== 0001005409-97-000006.txt : 19970222 0001005409-97-000006.hdr.sgml : 19970222 ACCESSION NUMBER: 0001005409-97-000006 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970218 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIME COMMUNITY BANCORP INC CENTRAL INDEX KEY: 0001005409 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113297463 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48163 FILM NUMBER: 97536576 BUSINESS ADDRESS: STREET 1: 209 HAVEMEYER ST STREET 2: C/O DIME SAVINGS BANK OF WILLIAMSBURGH CITY: BROOKLYN STATE: NY ZIP: 11211 BUSINESS PHONE: 7187826200 MAIL ADDRESS: STREET 1: 209 HAVEMEYER STREET CITY: BROOKLYN STATE: NY ZIP: 11211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIME COMMUNITY BANCORP INC CENTRAL INDEX KEY: 0001005409 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113297463 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 209 HAVEMEYER ST STREET 2: C/O DIME SAVINGS BANK OF WILLIAMSBURGH CITY: BROOKLYN STATE: NY ZIP: 11211 BUSINESS PHONE: 7187826200 MAIL ADDRESS: STREET 1: 209 HAVEMEYER STREET CITY: BROOKLYN STATE: NY ZIP: 11211 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Dime Community Bancorp, Inc. - ------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------- (Title of Class of Securities) 253922-10-8 - ------------------------------------------------------------------------- (CUSIP Number) * 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). 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 Bancorp, 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 1,154,102 SHARES BENEFICIALLY OWNED BY 7 SOLE DISPOSITIVE POWER EACH 0 REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 1,163,800 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,163,800 10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8% of 14,547,500 shares of Common Stock outstanding as of December 31, 1996 12 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTION BEFORE FILLING OUT! ITEM 1(A) NAME OF ISSUER: Dime Community Bancorp, 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 Bancorp, Inc. and Certain Affiliates Trustee: Marine Midland Bank ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 250 Park Avenue 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. ITEM 4 OWNERSHIP: The following information with respect to the Plan's ownership of Common Stock is provided as of December 31, 1996. 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 1,163,800 (B) PERCENT OF CLASS 8.0% (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 1,154,102 (III) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF 0 (IV) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF 1,163,800 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 Marine Midland Bank, as Plan Trustee, as of December 31, 1996. As of December 31, 1996, 9,698 of such shares of Common Stock had been allocated to individual accounts established for participating employees and their beneficiaries, and 1,154,102 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 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 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 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 3, 1997 (Date) EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCORP, INC. AND CERTAIN AFFILIATES By: Marine Midland Bank, as Trustee By: /s/ James Esposito, ------------------------ (Signature) James Esposito, Vice President -------------------------------------- (Name/Title) February 14, 1997 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: Schedule 13G of Employee Stock Ownership Plan of Dime Community Bancorp, Inc. and Certain Affiliates Ladies and Gentlemen: Attached is the Schedule 13G for filing on behalf of the Employee Stock Ownership Plan of Dime Community Bancorp, Inc. and Certain Affiliates (the "ESOP") by the trustee of the ESOP pursuant to section 13 of the Securities Exchange Act of 1934, as amended, and the regulations of the Commission promulgated thereunder. In accordance with Rule 302 of Regulation S-T, a copy of this Schedule 13 has been manually signed and will be retained by the ESOP for five years. Upon request, such copy will be furnished to the Commission. It is our understanding, pursuant to the updated EDGAR Filer Manual, effective as of October 7, 1996, a filing fee is no longer required in connection with the filing of Schedule 13G. Questions or comments regarding the attachments should be directed to Kenneth A. Ceonzo - Vice President and Director of Investor Relations at (718) 782-6200 ext. 279. Sincerely, /s/ Kenneth J. Mahon - --------------------------- Kenneth J. Mahon Executive Vice President and Chief Financial Officer Attachments cc: Mr. Michael P. Devine (Certified Mail) Mr. Richard A. Glover Brian P. Goldstein, Esq -----END PRIVACY-ENHANCED MESSAGE-----