SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
Dime
Community Bancshares, Inc.
(Name of
Issuer)
Common
Stock, par value $.01 per share
(Title of
Class of Securities)
253922-10-8
(CUSIP
Number)
N/A
____________________________________________
Date of
Event which Requires Filing of this Statement
Check the
appropriate box to designate the rule pursuant to which the Schedule is
filed:
x Rule
13d-1(c)
*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).
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CUSIP
No.
253922-10-8
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13G
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Page
2
of
6
Pages
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1
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NAME
OF REPORTING PERSON
SS.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
The
Compensation Committee of Dime Community Bancshares, Inc.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Corporation's Compensation Committee organized in New York
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5
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SOLE
VOTING POWER
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6
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SHARED
VOTING POWER
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7
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SOLE
DISPOSITIVE POWER
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8
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SHARED
DISPOSITIVE
POWER
4,442,835
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,442,835
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
____
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.95%
of 37,165,740 shares of Common Stock outstanding as of December 31,
2004.
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12
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TYPE
OF REPORTING PERSON* 00 |
*SEE
INSTRUCTION BEFORE FILLING OUT!
Item
1(a)
Name
of Issuer: Dime
Community Bancshares, 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: The
Compensation Committee of Dime Community Bancshares, Inc.
Item
2(b)
Address
of Principal Business Office:
209
Havemeyer Street
Brooklyn,
NY 11211
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
This
Statement is filed pursuant to Section 240.13d-1(c)
Item
4
Ownership:
The
following information with respect to the Committee's ownership of Common Stock
is provided as of December 31, 2004. None of the shares set forth below
constitute shares the beneficial ownership of which the Committee had the right
to acquire within 60 days following such date.
|
(a) |
Amount
Beneficially Owned |
4,442,835 |
|
(b) |
Percent
of Class |
11.95% |
|
(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 disposition of |
-0- |
| |
(iv) |
shared
power to dispose or to direct disposition of |
4,442,835 |
The
Compensation Committee (the "Committee") of Dime Community Bancshares, Inc.
serves certain administrative functions for the Employee Stock Ownership Plan of
Dime Community Bancshares, Inc. and Certain Affiliates (the "ESOP"), 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 Committee also serves
certain administrative functions for the Recognition and Retention Plan For
Outside Directors, Officers and Employees of Dime Community Bancshares, Inc.
(the "RRP") and The Dime Savings Bank of Williamsburgh 401(k) Plan ("401(k)
Plan"). As of December 31, 2004, the ESOP owns 3,556,814 shares of the Company's
common stock, of which 1,915,567 of such shares had been allocated to individual
accounts established for participating employees and their beneficiaries, and
1,641,247 of such shares were held, unallocated, for allocation in future years.
These shares have also been reported on the Schedule 13G filed by the Employee
Stock Ownership of Dime Community Bancshares, Inc. and Certain Affiliates on
February 10, 2005. As of December 31, 2005, the RRP owns 319,478 shares of the
Company's common stock, of which 27,000 shares have been allocated to
individuals and 292,478 are unallocated. All shares of common stock owned by the
ESOP are held by RS Group, Inc., as Trustee, as of December 31, 2004 All shares
of common stock owned by the RRPP are held by HSBC Bank, as Trustee, as of
December 31, 2004. The Committee has the power and authority to direct the
Trustee of the ESOP with respect to the investment of the ESOP's assets
(including the acquisition or disposition of both allocated and unallocated
shares of the Company) in the absence of a tender offer, but has no voting power
with respect to any shares. The Committee has the power and authority to direct
the Trustee of the RRP with respect to the investment of all assets of the RRP
and with respect to the exercise of voting rights, but has assigned voting and
tender rights over allocated shares to participating officers and directors. The
Committee has the power and authority to direct the Trustee of the RRP with
respect to the voting and tender rights over the unallocated shares to reflect
the responses given with respect to the allocated shares. With respect to the
ESOP, ERISA, in limited circumstances, may confer upon the 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. As of December 31, 2004, the Company Stock Fund of
the 401(k) Plan ("401(k) Plan Company Stock Fund") owns 566,543 of the Company's
common stock, all of which are held by Retirement System Group Inc. as Trustee,
as of December 31, 2004. The Committee has the power and authority to direct the
Trustee of the 401(k) Plan Company Stock Fund with respect to the investment of
the Company Stock Fund assets (including the acquisition or disposition of both
allocated and unallocated shares of the Company) in the absence of a tender
offer, but has no voting power with respect to any shares.
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 ESOP to acquire Common
Stock. Dividends payable with respect to unallocated ESOP shares that have a
record date that is after June 30, 2000 will be allocated to the accounts of
participants, former participants and beneficiaries as investment earnings. The
allocation to each account is calculated by multiplying the aggregate amount of
such dividends by a fraction, the numerator of which is the balance credited to
the account and the denominator of which is the aggregate balances credited to
all accounts, all as of the last day of the quarter immediately preceding the
quarter in which the dividends are received. Once allocated, such dividends may,
at the discretion of the Committee, be paid out to the account holder within
ninety (90) days after the end of the plan year in which they are received.
Under the 401(k) Plan Company Stock Fund, cash dividends on common stock
allocated to the accounts of participating employees and beneficiaries are added
to their respective individual accounts. Under the RRP, 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 person and their beneficiaries under
the RRP, to the extent paid in cash, are, at the direction of the Company,
distributed to the participating employees and their beneficiaries.
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 and are held in the ordinary course
of business, and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of such
securities, and were not acquired and are not held 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
10, 2005
(Date)
THE
COMPENSATION COMMITTEE OF DIME COMMUNITY BANCSHARES, INC.
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By: |
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/s/
LOUIS V. VARONE |
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Louis
V. Varone - Chairman |
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By: |
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/s/
FRED P. FEHRENBACH |
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Fred
P. Fehrenbach |
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By: |
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/s/
JOHN J. FLYNN |
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John
J. Flynn |