-----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, TAdGXBCgbI+NgFiVTeleSo3NYkPCisEpLaxqGtPezhE8sqxBzIZUQRCXb+geHwG0 hm/VMdMZk0Kvzzeynp4BbA== 0001005409-99-000003.txt : 19990111 0001005409-99-000003.hdr.sgml : 19990111 ACCESSION NUMBER: 0001005409-99-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990106 ITEM INFORMATION: FILED AS OF DATE: 19990108 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: 8-K SEC ACT: SEC FILE NUMBER: 000-27782 FILM NUMBER: 99503075 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------ Date of Report (Date of earliest event reported): January 6, 1999 DIME COMMUNITY BANCSHARES, INC. (Exact name of registrant as specified in its charter) Delaware 0-27782 11-3297463 ----------------- ------------------------ ------------------ (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 209 HAVEMEYER STREET, BROOKLYN, NEW YORK 11211 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (718) 782-6200 NONE (Former name or former address, if changed since last report) ITEMS 1 THROUGH 4, 6, 8 & 9. NOT APPLICABLE. ITEM 5. OTHER EVENTS. On January 6, 1999, Dime Community Bancshares, Inc. ("DCB") and its wholly owned subsidiary, The Dime Savings Bank of Williamsburgh ("DSBW"), publicly announced, in a press release dated January 6, 1999, a copy of which is attached hereto as Exhibit 99 and is incorporated herein by reference, the conclusion of the ten-day pricing period and the scheduled closing date of January 21, 1999, relating to its planned acquisition of Financial Bancorp, Inc. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. The following Exhibits are filed as part of this report: EXHIBIT NO. DESCRIPTION 99 Press Release issued January 6, 1999. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DIME COMMUNITY BANCSHARES, INC. BY: /s/ KENNETH J. MAHON ___________________________________________ Kenneth J. Mahon Executive Vice President and Chief Financial Officer Dated: January 7, 1999 EXHIBIT INDEX EXHIBIT DESCRIPTION 99 Press Release issued January 6, 1999. -4- EX-99 2 NEWS RELEASE DIME COMMUNITY BANCSHARES, INC. ANNOUNCES CONCLUSION OF PRICING PERIOD RELATED TO ACQUISITION OF FINANCIAL BANCORP, INC. Brooklyn, NY, January 6, 1999. Dime Community Bancshares, Inc. ("DCB") (NASDAQ: DCOM), the holding company for The Dime Savings Bank of Williamsburgh (the "Bank"), announced today that the pricing period related to its planned acquisition of Financial Bancorp, Inc. ("FIBC") (NASDAQ: FIBC) has concluded. Under the terms of the merger agreement between DCB and FIBC, each outstanding share of FIBC common stock will be converted into the right to receive, at the election of the holder thereof, either shares of DCB common stock or cash, subject to certain election, allocation and proration procedures. Based upon the 10-day pricing period which commenced on December 22, 1998, and concluded on January 6, 1999, stockholders of FIBC are expected to receive in exchange for each share of FIBC common stock, either cash in the amount of $39.14 or 1.8282 shares of DCB common stock. The period during which stockholders of FIBC can elect to receive DCB common stock or cash as consideration will expire as of 5:00 p.m. eastern standard time on January 13, 1999. DCB and FIBC have scheduled the closing of the acquisition to occur on January 21, 1999. Dime Community Bancshares, Inc., is the holding company for The Dime Savings Bank of Williamsburgh, a community-oriented financial institution providing financial services and loans for housing within its market areas. The Bank maintains its headquarters in the Williamsburgh section of the borough of Brooklyn, and thirteen additional offices in the boroughs of Brooklyn, Queens, and The Bronx, and in Nassau County. The Bank's deposits are insured up to the maximum allowable amount by the Federal Deposit Insurance Corporation. More information on the Company and Bank can be found on the Company's Internet website at WWW.DIMEWILL.COM. Contact: Kenneth A. Ceonzo - VICE PRESIDENT AND DIRECTOR OF INVESTOR RELATIONS (718) 782-6200 extension 279 {end} -----END PRIVACY-ENHANCED MESSAGE-----