-----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, DCyJCvoFbBvEY7qCGt9KWX67oCsDlJSi7juZoxTHnkpQInAnMvFm4xDZcL8bG4xK aIHM/UC+qRWcuRwY+i2tDQ== 0001005409-01-500027.txt : 20010702 0001005409-01-500027.hdr.sgml : 20010702 ACCESSION NUMBER: 0001005409-01-500027 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIME COMMUNITY BANCSHARES INC CENTRAL INDEX KEY: 0001005409 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113297463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-27782 FILM NUMBER: 1672177 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 FORMER COMPANY: FORMER CONFORMED NAME: DIME COMMUNITY BANCORP INC DATE OF NAME CHANGE: 19951227 11-K 1 kk.txt 11-K 401(K) PLAN 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, 2000 ( 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 ITEM 1 PAGE 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 December 31, 2000 and 1999 ended 5 Notes to Financial Statements 6-10 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 2000 AND FOR THE YEAR THEN ENDED: Schedule H, Item 4(i) - Schedule of Assets Held for Investment Purposes as of December 31, 2000 11 Schedule of Reportable Transactions 12 SIGNATURES 13 -2- 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, 2000 and 1999, 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 net assets available for plan benefits of the Plan as of December 31, 2000 and 1999, and the changes in 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 conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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 schedule is the responsibility of the Plan's management. Such supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ DELOITTE & TOUCHE LLP June 14, 2001 New York, New York -3- THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 2000 AND 1999
AT DECEMBER 31, 2000 1999 ----------- ---------- INVESTMENTS, AT FAIR VALUE (Notes 1(e), and 2(c)): Fixed income funds: Short Term Investment Fund (a) (b) $1,794,576 $1,762,269 Intermediate Term Bond Fund 493,300 443,620 Actively Managed Bond Fund (a) (b) 564,424 487,817 ----------- ---------- Total fixed income funds 2,852,300 2,693,706 ----------- ---------- Equity funds: Core Equity Fund (a) (b) 1,173,467 1,161,789 Value Equity Fund 473,570 372,188 Emerging Growth Equity Fund (a)(b) 704,547 735,404 International Equity Fund 172,804 173,146 ----------- ---------- Total equity funds 2,524,388 2,442,527 ----------- ---------- Dime Community Bancshares, Inc. Common Stock Fund (a) (b) Common stock investment 5,126,632 3,846,020 Short term investment 153,148 - Cash balance 2,025 120,940 ----------- ---------- Total Dime Community Bancshares, Inc. Common Stock Fund 5,281,805 3,966,960 ----------- ---------- Participant Loans Receivable (b) 361,797 490,615 ----------- ---------- TOTAL INVESTMENTS 11,020,290 9,593,808 EMPLOYER CONTRIBUTIONS RECEIVABLE 145,702 - CASH 583 6,276 ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $11,166,575 $9,600,084 =========== ========== (a) Represents 5% or more of the net assets available for Plan benefits at December 31, 2000. (b) Represents 5% or more of the net assets available for Plan benefits at December 31, 1999.
See accompanying notes to financial statements. -4- 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, 2000 AND 1999
YEAR ENDED DECEMBER 31, 2000 1999 ---------- ---------- ADDITIONS: Investment income: Net appreciation in fair value of investments $1,681,052 $338,178 Interest income 37,064 40,843 Administrative expenses (3,460) (4,470) ---------- ---------- Investment income, net 1,714,656 374,551 ---------- ---------- Contributions 401,835 - ---------- ---------- Total additions, net 2,116,491 374,551 ---------- ---------- DEDUCTIONS - Benefits paid to participants 550,000 699,703 ---------- ---------- TRANSFERS FROM FINANCIAL FEDERAL SAVINGS BANK INCENTIVE SAVINGS PLAN - 656,973 ---------- ---------- Net increase 1,566,491 331,821 ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of Year 9,600,084 9,268,263 ---------- ---------- End of Year $11,166,575 $9,600,084 ========== ==========
See accompanying notes to financial statements. -5- THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 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 - On June 15, 2000 the Plan was amended whereby, effective July 1, 2000, employee contributions of up to 12% of "covered compensation," as defined in the Plan document, are permitted. Previously, employee contributions to the plan were not permitted in accordance with a Plan amendment effective January 1, 1997. Effective July 1, 2000, the Company or Bank also makes a required 100% vested cash contribution to participants in the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Affiliates (the "ESOP") in the amount of 3% of "covered compensation" (defined as W-2 compensation including amounts deducted from W-2 compensation for pre- tax benefits such as health insurance premiums and contributions to the 401(k) Plan up to applicable IRS limits). This contribution is guaranteed through December 31, 2006 (unless the ESOP is terminated before then) and will be discretionary after that date. The contribution is automatically transferred to the Plan, regardless of whether or not the individual otherwise participates in the Plan. Upon transfer of funds to the Plan, the participant has the ability to invest this contribution in any of the investment options currently offered under the Plan. This annual employer contribution is made in January of each year based upon the total covered compensation through December 31{st} of the previous year. In January 2001, a contribution of $144,145 was made to eligible participants based upon covered compensation for the period July 1, 2000 through December 31, 2000. Previously, employer contributions to the plan were not permitted in accordance with a Plan amendment effective May 31, 1996. As a result, no employer contribution was made during the year ended December 31, 2000. -6- 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 - All participants are 100% vested in the value of the annual 3% employer contribution to the Plan and any investment income that these funds may earn. Otherwise, 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: 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, 2000 and 1999, 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. -7- 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. At December 31, 2000, benefit claims payable were $261. 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 accounting principles generally accepted in the United States of America 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 -8- 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. 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. FEDERAL INCOME TAXES 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. 3. SUBSEQUENT EVENT On March 15, 2001 the Plan was amended whereby, effective April 1, 2001, the following investment fund options were added to the Plan and existing Plan investment funds were deactivated as follows: NEWLY ADDED INVESTMENT FUNDS American Century International Growth Fund PIMCO Total Return Administrative Fund RSGroup Trust Stable Value Fund Alliance Premier Growth `A' Fund Alger Midcap Growth Retirement Fund Asset Allocation - Aggressive Fund Asset Allocation - Moderate Fund Asset Allocation - Conservative Fund -9- DEACTIVATED INVESTMENT FUNDS RSI International Fund (Assets to be transferred into American Century International Growth Fund) RSI Actively Managed Bond Fund (Assets to be transferred into PIMCO Total Return Administrative Fund) RSI Intermediate Term Bond Fund (Assets to be transferred into RSGroup Trust Stable Value Fund) -10- SCHEDULE 1 THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN SCHEDULE H, ITEM 4(i) - ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 2000
(A) (E) PARTIES IN (B) (C) (D) CURRENT INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENTS COST VALUE - --------------- --------------------- ---------------------------- ---------- ----------- Yes RSI Retirement Trust Core Equity (10,857.389 units) $503,113 $1,173,467 Yes RSI Retirement Trust Emerging Growth Equity (6,505.511 units) 664,733 704,547 Yes RSI Retirement Trust Value Equity (5,170.542 units) 383,913 473,570 Yes RSI Retirement Trust International Equity (2,820.367 units) 166,007 172,804 Yes RSI Retirement Trust Actively Managed Bond (13,548.347 units) 566,321 564,424 Yes RSI Retirement Trust Intermediate Term Bond (13,002.103 units) 492,130 493,300 Yes RSI Retirement Trust Short Term Investment (71,811.751 units) 1,791,703 1,794,576 Yes Dime Community Bancshares, Common Stock Fund - Common Inc. stock investment 2,343,225 5,126,634 No HSBC Bank Common Stock Fund - Short- term investment 155,171 155,171 Yes Employee Loans Receivable (77 loans with interest rates ranging from 7.0% to 10.5%, and maturities ranging from March, 2001, to May, 2013) 361,797 361,797 ---------- ----------- Total $7,428,113 $11,020,290 ========== ===========
- 11 - THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 2000 Item 1 - SINGLE TRANSACTIONS NONE. Item 2 - SERIES OF TRANSACTIONS NONE. - 12 - 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 29, 2001 /s/ VINCENT F. PALAGIANO -------------------------------------------- Vincent F. Palagiano CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER Dated: June 29, 2001 /s/ KENNETH J. MAHON -------------------------------------------- Kenneth J. Mahon EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER - 13 - -----END PRIVACY-ENHANCED MESSAGE-----