-----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, EnwYoxZ7U701JUs4P1YVZtXb2n0MNcP9qMTpguaqWDp0J8U/C830G40p0FPt73ON Oxcu+igtnIdzvWtDPXMIpQ== 0001005409-99-000017.txt : 19990630 0001005409-99-000017.hdr.sgml : 19990630 ACCESSION NUMBER: 0001005409-99-000017 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99654549 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 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 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 BANCSHARES, INC. 209 Havemeyer Street, Brooklyn, NY 11211 (Name of issuer of the securities held pursuant to the plan and the address of its pri n cipal 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, 1998 AND 1997: Statements of Net Assets Available for Plan Benefits 4 Statements of Changes in Net Assets Available for Plan Benefits with Supplemental Information by Fund for the years ended December 31, 1998 and 1997 5-6 Notes to Financial Statements 7-11 SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 AND FOR THE YEAR THEN ENDED: Item 27(a) - Schedule of Assets Held for Investment Purposes 12 Item 27(d) - Schedule of Reportable Transactions 13 SIGNATURES 14
-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, 1998 and 1997, 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 generally accepted auditing standards. 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 Plan's net assets available for plan benefits as of December 31, 1998 and 1997, and the changes in its net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The information by fund in the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis of the basic financial statements rather than to present information regarding changes in net assets available for plan benefits of the individual funds. The accompanying supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. Such information by fund and such supplemental schedules are the responsibility of the Plan's management, and have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. The supplemental schedule of reportable transactions that accompanies the Plan's financial statements does not disclose the historical cost of certain plan assets sold during 1998. Disclosure of this information is required by the Department of Labor's Rules and Regulations for reporting and disclosure under the Employee Retirement Income Security Act of 1974. /s/ DELOITTE & TOUCHE LLP June 23, 1999 -3- THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1998 AND 1997 - -------------------------------------------------------------------------------
AT DECEMBER 31, -------------------------- 1998 1997 INVESTMENTS, AT FAIR VALUE (Notes 1(e), and 2(c)): ---------------- --------------- Fixed income funds: Short Term Investment Fund $1,666,284 $1,200,617 Intermediate Term Bond Fund 407,465 396,694 Actively Managed Bond Fund 457,130 451,458 ---------------- --------------- Total fixed income funds 2,530,879 2,048,769 ---------------- --------------- Equity funds: Core Equity Fund 922,142 864,607 Value Equity Fund 305,045 286,928 Emerging Growth Equity Fund 406,262 480,780 International Equity Fund 127,379 117,978 ---------------- --------------- Total equity funds 1,760,828 1,750,293 ---------------- --------------- Dime Community Bancshares, Inc. Common Stock Fund Common stock investment 4,346,801 5,507,649 Short-term investment 142,611 113,193 ---------------- --------------- Total Dime Community Bancshares, Inc. Common Stock Fund 4,489,412 5,620,842 Participant Loans Receivable 486,904 423,044 ---------------- --------------- TOTAL INVESTMENTS 9,268,023 9,842,948 CASH 240 7,411 ---------------- --------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $9,268,263 $9,850,359 ================ =============== Represents 5% or more of the net assets available for Plan benefits at December 31, 1998. Represents 5% or more of the net assets available for Plan benefits at December 31, 1997.
See accompanying notes to financial statements. -4-
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH INFORMATION BY FUND YEAR ENDED DECEMBER 31, 1998 - ---------------------------------------------------------------------------------------------------------------------------------- Information by Fund - ---------------------------------------------------------------------------------------------------------------------------------- DIME COMMUNITY SHORT INTERMEDIATE ACTIVELY EMERGING BANCSHARES TERM TERM MANAGED CORE VALUE GROWTH INTERNATIONAL INC. PARTICIPANT INVESTMENT BOND BOND EQUITY EQUITY EQUITY EQUITY COMMON STOCK LOANS CASH 1998 FUND FUND FUND FUND FUND FUND FUND FUND RECEIVABLE BALANCE TOTAL -------- --------- --------- -------- -------- --------- ------------- ---------- ----------- ------- --------- ADDITIONS: Investment income: Net apprecia- tion (de- preciation in fair value of invest- ments $64,812 $25,828 $36,220 $208,676 $47,950 $(30,174) $16,903 $(669,738) - - $(299,523) Interest income 12,029 1,587 2,049 7,405 2,731 4,926 1,680 10,951 - - 43,358 Adminis- trative expenses (1,021) (523) (735) (2,153) (513) (895) (338) (1,740) - - (7,918) -------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- 75,820 26,892 37,534 213,928 50,168 (26,143) 18,245 (660,527) - - (264,083) -------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- Participant loan activity: Loan disburse- ments (45,074) (15,781) (24,768) (89,439) (22,034) (37,017) (9,159) (43,533) $286,805 - - Loan re- payments 34,786 5,458 5,783 48,642 11,838 26,610 7,355 56,091 (196,563) - - -------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- (10,288) (10,323) (18,985) (40,797) (10,196) (10,407) (1,804) 12,558 90,242 - - -------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- Total additions, net 65,532 16,569 18,549 173,131 39,972 (36,550) 16,441 (647,969) 90,242 - (264,083) -------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- DEDUCTIONS: Participant distri- butions (92,072) (6,020) (13,050) (87,321) (9,306) (11,697) (7,224) (64,941) (26,382) - (318,013) Forfeitures 1,005 231 227 1,478 835 962 226 2,207 - ($7,171) - -------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- Total de- ductions, net (91,067) (5,789) (12,823) (85,843) (8,471) (10,735) (6,998) (62,734) (26,382) (7,171) (318,013) INTERFUND TRANSFERS, NET 491,202 (9) (54) (29,753) (13,384) (27,233) (42) (420,727) - - - Net in- crease (decrease) 465,667 10,771 5,672 57,535 18,117 (74,518) 9,401 (1,131,430) 63,860 (7,171) (582,096) NET ASSETS AVAILABLE FOR PLAN BENEFITS: BEGINNING OF YEAR 1,200,617 396,694 451,458 864,607 286,928 480,780 117,978 5,620,842 423,044 7,411 9,850,359 --------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- END OF YEAR $1,666,284 $407,465 $457,130 $922,142 $305,045 $406,262 $127,379 $4,489,412 $486,904 $240 $9,268,263 ========= ========= ========= ======== ======== ========= =========== ========== =========== ======= ========= Fund activity includes aggregate activity of both the common stock investment and short-term investments.
See accompanying notes to financial statements. -5-
THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH INFORMATION BY FUND YEAR ENDED DECEMBER 31, 1997 - ---------------------------------------------------------------------------------------------------------------------------------- Information by Fund - ---------------------------------------------------------------------------------------------------------------------------------- DIME COMMUNITY SHORT INTERMEDIATE ACTIVELY EMERGING BANCSHARES TERM TERM MANAGED CORE VALUE GROWTH INTERNATIONAL INC. PARTICIPANT INVESTMENT BOND BOND EQUITY EQUITY EQUITY EQUITY COMMON STOCK LOANS CASH 1997 FUND FUND FUND FUND FUND FUND FUND FUND RECEIVABLE BALANCE TOTAL -------- ---------- --------- -------- -------- --------- ------------- ---------- ----------- ------- --------- ADDITIONS: Investment income: Net apprecia- tion in fair value of invest- ments $55,729 $24,954 $41,085 $186,439 $83,541 $32,534 $906 $2,073,204 - - $2,498,392 Interest income 6,763 1,207 1,496 5,680 1,772 3,158 1,066 8,756 - - 29,898 Adminis- trative expenses (825) (406) (594) (1,739) (564) (1,280) (118) (3,595) - - (9,121) -------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- 61,667 25,755 41,987 190,380 84,749 34,412 1,854 2,078,365 - - 2,519,169 -------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- Contrib- utions: Employee rollover 23,700 893 1,339 93,295 42,535 237,020 38,299 293,236 - - 730,317 -------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- 23,700 893 1,339 93,295 42,535 237,020 38,299 293,236 - - 730,317 -------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- Participant loan activity: Loan disburse- ments (60,204) (16,931) (27,643) (65,176) (23,814) (43,179) (3,805) (76,380) $317,132 - - Loan re- payments 40,263 4,872 5,679 26,635 11,916 15,337 2,857 53,999 (161,558) - - -------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- (19,941) (12,059) (21,964) (38,541) (11,898) (27,842) (948) (22,381) 155,574 - - -------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- Total additions, net 65,426 14,589 21,362 245,134 115,386 243,590 39,205 2,349,220 155,574 - 3,249,486 -------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- DEDUCTIONS: Participant distri- butions (7,189) (613) (10,367) (41,492) (7,385) (22,132) (9,478) (19,573) (3,066) - (121,295) Forfeitures (1,300) (989) (989) (404) (97) (301) (291) (1,181) - $5,552 - -------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- Total de- ductions, net (8,489) (1,602) (11,356) (41,896) (7,482) (22,433) (9,769) (20,754) (3,066) 5,552 (121,295) TRANSFERS: Transfers from Pioneer Savings Bank, FSB Tax Deferral Savings Plan 9,954 24,360 61,842 214,796 40,131 88,677 - - 8,091 - 447,851 Interfund transfers, net 26,709 169,505 166,423 (127,691)(127,137) (163,245) (16,998) 72,434 - - - -------- --------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- Total transfers 36,663 193,865 228,265 87,105 (87,006) (74,568) (16,998) 72,434 8,091 - 447,851 Net in- crease 93,600 206,852 238,271 290,343 20,898 146,589 12,438 2,400,900 160,599 5,552 3,576,042 NET ASSETS AVAILABLE FOR PLAN BENEFITS: BEGINNING OF YEAR 1,107,017 189,842 213,187 574,264 266,030 334,191 105,540 3,219,942 262,445 1,859 6,274,317 --------- ---------- --------- -------- -------- --------- ----------- ---------- ----------- ------- --------- END OF YEAR $1,200,617 $396,694 $451,458 $864,607 $286,928 $480,780 $117,978 $5,620,842 $423,044 $7,411 $9,850,359 ========= ========== ========= ======== ======== ========= =========== ========== =========== ======= ========= Fund activity includes aggregate activity of both the common stock investment and short-term investments.
See accompanying notes to financial statements. -6- THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1998 AND 1997 - ------------------------------------------------------------------------------- 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. Effective July 1, 1991, the Plan was amended to add a 401(k) feature. Under this feature, eligible full-time employees of Dime Savings Bank of Williamsburgh (the "Bank") are permitted to make pretax contributions to the Plan which, prior to May 31, 1996, were matched to a certain extent by contributions of the Bank. The Plan is subject to the provisions of the Employee Retirement Security Act of 1974 ("ERISA"). On June 26, 1996, the Bank completed a plan of merger (the "Merger") with Conestoga Bancorp, Inc. ("Conestoga"), the holding company for Pioneer Savings Bank, F.S.B. ("Pioneer"). In accordance with the terms of the merger agreement, officers and employees of Pioneer who became employees of the Bank, were entitled to participate in the Plan. These employees were treated as new employees of the Bank for purposes of the Plan. The Plan was amended effective June 12, 1996, in order to provide credit, for purposes of vesting and eligibility, to participants for service with Pioneer to the extent that such service was recognized for similar purposes under Pioneer's 401(k) 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 - Prior to January 1, 1997, participants were permitted to elect to contribute from 1% to 9% of their total annual compensation, not to exceed $150,000, to the Plan and the Bank made matching and discretionary contributions. Effective May 31, 1999, the Plan was amended whereby Bank contributions were no longer permitted, and effective January 1, 1997, the Plan was amended whereby participant contributions were no longer permitted. The elimination of participant and Bank contributions to the Plan resulted from participants receiving virtually all of their allowable benefits under Section 415 of the Internal Revenue Code from other tax qualified benefit plans of the Bank or its parent, Dime Community Bancshares, Inc. (the "Company"). During the year ended December 31, 1997, rollover contributions totaling $730,317 were received from Plan participants who were former participants of the Employee Stock Ownership Plan of Conestoga Bancorp, Inc. d. VESTING - 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: -7- 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, formerly known as Retirement System for Savings Institutions, 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, 1998 and 1997, 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. Pursuant to a plan amendment dated February 8, 1996, eligible employees of the Bank who were participants in the Plan immediately prior to the consummation of the Conversion, and former employees and beneficiaries of deceased former employees who have an account under the Plan were offered an opportunity to invest all or a portion of their accounts in common stock issued in connection with the Conversion by electing to transfer amounts therein that are currently invested in other funds into a newly established fund, the Dime Community Bancshares, Inc. Common Stock Fund (the "DCB Stock Fund"), which currently invests solely in the common stock of the Company, with excess cash invested in short-term money market investments. On June 26, 1996, approximately $2,092,000 was transferred to the DCB Stock Fund to purchase shares of the Company's common stock issued in the Conversion. 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 the remainder of the accumulated share 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. -8- 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, participant must complete five years of creditable service. Effective March 1, 1997, the Plan was amended to permit former Pioneer 401(k) Plan participants early retirement as early as the first day of the month on or after attaining age 55. This amendment was made to provide these participants substantially similar benefits as had existed under the Pioneer 401(k) Plan. 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 treated as Bank contributions and are applied to reduce the amount of subsequent Bank contributions otherwise required to be made. Effective January 1, 1997, the Plan was amended whereby 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 generally accepted accounting principles. 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 generally accepted accounting principles 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 investments are carried at fair value. The Plan's investments in the funds of RSI consist of units of beneficial interest in the funds in which the Plan participates. -9- The Plan's proportionate share of the value of the underlying securities comprising each fund's net assets is based upon the number of units held. The investment in the DCB stock fund is carried at fair value based upon the closing price of the Company's common stock as quoted in the Wall Street Journal. Employee loans receivable are carried at face value, which approximates fair value. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on an accrual basis. d. INVESTMENT INCOME - Investment income recognized by the Plan includes current earnings from investments, net gains or losses realized from the sale of investments, and the net change in the unrealized appreciation or depreciation in the funds' assets. e. 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. f. RECLASSIFICATIONS - Certain reclassifications have been made in the prior year financial statements to conform to reporting practices followed in the current year. 3. UNIT ACTIVITY FOR TRUST FUNDS MANAGED BY RSI Changes in units of beneficial interest of the trust funds managed by RSI from January 1, 1998 to December 31, 1998 were as follows:
FIXED-INCOME FUNDS ----------------------------------------------------- UNIT UNITS VALUE FAIR VALUE Short Term Investment Fund: Ending 73,827.38 $22.57 $1,666,284 Beginning 55,868.64 21.49 1,200,617 ----------- -------- ----------- Net increase 17,958.74 $1.08 $465,667 =========== ======== =========== Intermediate Term Bond Fund: Ending 11,889.85 $34.27 $407,465 Beginning 12,350.37 32.12 396,694 ----------- -------- ----------- Net increase (decrease) (460.52) $2.15 $10,771 =========== ======== =========== Actively Managed Bond Fund: Ending 12,106.20 $37.76 $457,130 Beginning 12,958.04 34.84 451,458 ----------- -------- ----------- Net increase (decrease) (851.84) $2.92 $5,672 =========== ======== ===========
-10-
EQUITY FUNDS ----------------------------------------------------- Core Equity Fund: Ending 9,682.29 $95.24 $922,142 Beginning 11,424.51 75.68 864,607 ----------- -------- ----------- Net increase (decrease) (1,742.22) $19.56 $57,535 =========== ======== =========== Value Equity Fund: Ending 4,480.03 $68.09 $305,045 Beginning 4,968.45 57.75 286,928 ----------- -------- ----------- Net increase (decrease) (488.42) $10.34 $18,117 =========== ======== =========== Emerging Growth Equity Fund: Ending 5,974.44 $68.00 $406,262 Beginning 6,569.83 73.18 480,780 ----------- -------- ----------- Net increase (decrease) (595.39) $(5.18) $(74,518) =========== ======== =========== Emerging Growth Equity Fund: Ending 2,398.85 $53.10 $127,379 Beginning 2,550.32 46.26 117,978 ----------- -------- ----------- Net increase (decrease) (151.47) $6.84 $9,401 =========== ======== ===========
4. TRANSFER OF ASSETS FROM PIONEER SAVINGS BANK, F.S.B. TAX DEFERRAL PLAN On March 31, 1997, the Pioneer Savings Bank, F.S.B. Tax Deferral Savings Plan ("Pioneer Plan") was merged into the Plan. The assets of the Pioneer Plan, which related to employee and employer contributions made prior to the Merger, totaled $447,851 at March 31, 1997. 5. TAX STATUS 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. 2. SUBSEQUENT EVENT On January 21, 1999, The Dime Savings Bank of Williamsburgh acquired Financial Federal Savings Bank. On April 15, 1999, the Financial Federal Savings Incentive Savings Plan in RSI Retirement Trust ("Finfed 401(k)"), with total assets of approximately $1.0 million, was merged with and into the Plan, and all individual accounts of Finfed 401(k) participants were merged into the Plan. -11- SCHEDULE 1 THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(K) PLAN ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES YEAR ENDED DECEMBER 31, 1998 - -------------------------------------------------------------------------------
(A) (B) (C) (D) (E) PARTIES IN INTEREST IDENTITY OF ISSUER DESCRIPTION OF INVESTMENTS COST CURRENT VALUE - ------------------- --------------------------- -------------------------------- ---------------- ----------------------- Yes RSI Retirement Trust Core Equity (9,682.287 units) $316,611 $922,142 Yes RSI Retirement Trust Emerging Growth Equity (5,974.436 units) 321,245 406,262 Yes RSI Retirement Trust Value Equity (4,480.032 units) 263,336 305,045 Yes RSI Retirement Trust International Equity (2,398.851 units) 103,630 127,379 Yes RSI Retirement Trust Actively Managed Bond (12,106.196 units) 440,608 457,130 Yes RSI Retirement Trust Intermediate Term Bond (11,889.855 units) 401,758 407,465 Yes RSI Retirement Trust Short Term Investment (73,827.396 units) 1,663,331 1,666,284 Yes Dime Community Common Stock Fund- Common Bancshares Inc. stock investment 2,323,258 4,346,801 No Marine Midland Bank Common Stock Fund- Short- term investment 142,611 142,611 Yes Employee Loans Receivable (80 loans with interest rates ranging from 7.0% to 10.0% and maturities ranging from January, 1999 to to August, 2000 486,904 486,904 ---------------- ----------------------- Total $6,463,292 $9,268,023 ================ =======================
-12- SCHEDULE 2 THE DIME SAVINGS BANK OF WILLIAMSBURGH 401(k) PLAN ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 - ------------------------------------------------------------------------------- Item 1 - SINGLE TRANSACTIONS
CURRENT VALUE OF ASSET ON IDENTITY OF DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET GAIN PARTY INVOLVED OF ASSETS PRICE PRICE ASSET SOLD DATE OR (LOSS) - ---------------------- -------------------- --------------- ---------------- ----------------- ---------------- -------------- Marine Midland Dime Community Bank Trust Bancshares, Inc. Division Common Stock Fund $459,486 $459,486 Marine Midland Dime Community Bank Trust Bancshares, Inc. Division Common Stock Fund $459,036 $610,548 $(151,513) Marine Midland Dime Community Bank Trust Bancshares, Inc. Division Common Stock Fund 456,161 456,161 - ITEM 2 - SERIES OF TRANSACTIONS
CURRENT VALUE OF ASSET ON IDENTITY OF DESCRIPTION PURCHASE SELLING COST OF TRANSACTION NET GAIN PARTY INVOLVED OF ASSETS PRICE PRICE ASSET SOLD DATE OR (LOSS) - ---------------------- -------------------- --------------- ---------------- ----------------- ---------------- -------------- RSI Retirement Short Term Trust Investment Fund $545,475 $545,475 RSI Retirement Short Term Trust Investment Fund $144,620 Marine Midland Dime Community Bank Trust Bancshares, Inc. Division Common Stock Fund $1,002,479 $1,002,479 Marine Midland Dime Community Bank Trust Bancshares, Inc. Division Common Stock Fund $1,324,069 $1,470,268 $(146,199) Party-in-interest. The historical cost of the investments and the resulting net gain or loss are not available.
-13- 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, 1999 /s/ VINCENT F. PALAGIANO ________________________________ Vincent F. Palagiano CHAIRMAN OF THE BOARD, AND CHIEF EXECUTIVE OFFICER Dated: June 29, 1999 /s/ KENNETH J. MAHON _________________________________ Kenneth J. Mahon EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER -14- -----END PRIVACY-ENHANCED MESSAGE-----