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) July 18, 1998    
    
                                       
  
  
                          FINANCIAL BANCORP, INC. 
           (Exact name of registrant as specified in its charter) 
  
  
    Delaware                     0-18126                    06-1391814  
-----------------------------------------------------------------------------
 (State or other               (Commission              (IRS Employer 
 jurisdiction of               File Number)             Identification No.) 
 incorporation)                           

 42-25 Queens Boulevard 
 Long Island City, New York                                   11104
-----------------------------------------------------------------------------
 (Address of principal                                       (Zip Code) 
   executive offices)                                                
                     
  
  
                                (718) 729-5002
----------------------------------------------------------------------------
         (Registrant's telephone number, including area code) 
  
  
                                Not Applicable
----------------------------------------------------------------------------
         (Former name or former address, if changed since last report) 
                                           
  
                                       

  
 ITEM 5.  OTHER EVENTS. 
  
           On July 18, 1998, Financial Bancorp, Inc., a Delaware corporation
 ("Financial Bancorp"), entered into an Agreement and Plan of Merger (the
 "Merger Agreement") with Dime Community Bancshares, Inc., a Delaware
 corporation ("Dime Community"), pursuant to which Financial Bancorp will be
 merged with and into Dime Community (the "Merger").  The Merger Agreement
 is filed herewith as Exhibit 2.1 and is incorporated by reference herein. 
 The Merger is intended to constitute a tax-free reorganization for federal
 income tax purposes.  Immediately following the consummation of the Merger,
 Financial Federal Savings Bank, a federal savings bank and a subsidiary of
 Financial Bancorp, will merge with and into The Dime Community Savings Bank
 of Williamsburgh, a federal savings bank and a wholly-owned subsidiary of
 Dime Community. 
  
           In accordance with the terms of the Merger Agreement, each share
 of Financial Bancorp common stock, par value $.01 per share ("Bancorp
 Common Stock"), outstanding immediately prior to the effective time of the
 Merger will (subject to certain exceptions) be converted into the right to
 receive, at the election of the holder thereof (subject to the allocation
 and proration provisions of the Merger Agreement), either cash or shares of
 the common stock of Dime Community, par value $0.01 per share ("Dime
 Community Common Stock"), having a value of $40.50 per share, subject to
 adjustments (the "Per Share Consideration").  The election, allocation and
 proration provisions of the Merger Agreement are designed to ensure that
 approximately 50% of the shares of Bancorp Common Stock will be exchanged
 for Dime Community Common Stock and approximately 50% of the shares of
 Bancorp Common Stock will be exchanged for cash.  The Per Share
 Consideration will be valued at $40.50 (regardless of whether a holder
 elects to receive cash or stock) if the average per share price for Dime
 Community Common Stock over a pre-closing pricing period (the "Average
 Closing Price") is between $22.95 and $31.05.  If the Average Closing Price
 of Dime Community Common Stock is less than $22.95, the value of the Per
 Share Consideration payable to Financial Bancorp stockholders, whether in
 cash or stock, will decrease.  Conversely, if the Average Closing Price of
 Dime Community Common Stock is greater than $31.05, the value of the Per
 Share Consideration payable to Financial Bancorp stockholders, whether in
 cash or stock, will increase. 
  
           Financial Bancorp has the right to terminate the Merger Agreement
 if the Average Closing Price of Dime Community Common Stock is less than or
 equal to $20.25 per share, unless Dime Community elects to increase the
 amount of cash and/or stock payable in the Merger so that Financial Bancorp
 stockholders receive Per Share Consideration of at least $38.12 per share. 
  
           Pursuant to the Merger Agreement, Financial Bancorp may pay a
 special one-time dividend of up to $1.00 per share prior to the closing of
 the Merger if it is able to dispose of certain real estate assets at
 certain values. 
  
           Consummation of the Merger is subject to various conditions,
 including the approval of the stockholders of Financial Bancorp and the
 receipt of all requisite regulatory approvals. 
  
           In connection with the Merger Agreement, Financial Bancorp and
 Dime Community entered into a Stock Option Agreement dated July 18, 1998
 (the "Option Agreement"), pursuant to which Financial Bancorp granted Dime
 Community an option to purchase, under certain circumstances, up to 339,627
 shares of Bancorp Common Stock at a price, subject to certain adjustments,
 of $32.00 per share (the "Option").  The Option will become exercisable
 only upon the occurrence of certain events, none of which has occurred as
 of the date hereof.  The Option Agreement provides that the total value
 that Dime Community may realize through the Option may not exceed $4.0
 million.  The Option was granted by Financial Bancorp as a condition to
 Dime Community's entering into the Merger Agreement.  The Option Agreement
 is filed herewith as Exhibit 99.1 and is incorporated by reference herein. 
 The Merger Agreement also provides for a termination fee of $1.0 million
 payable to Dime Community under certain circumstances similar to those
 which would cause the Option to become exercisable. 
  
           The joint press release issued by Financial Bancorp and Dime
 Community with respect to the Merger is filed herewith as Exhibit 99.2.   
  
       
 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 
  
 (c)  Exhibits 
  
           2.1       Agreement and Plan of Merger by and between Financial
                     Bancorp, Inc. and Dime Community Bancshares, Inc. dated
                     as of July 18, 1998. 
  
           99.1      Stock Option Agreement, dated July 18, 1998, between
                     Financial Bancorp, Inc. and Dime Community Bancshares,
                     Inc.  
  
           99.2      Press Release issued by Financial Bancorp, Inc. and
                     Dime Community Bancshares, Inc. on July 20, 1998. 

  
                                 SIGNATURE 
  
  
           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 hereunder duly authorized. 
  
 Dated: July 23, 1998 
  
  
                          FINANCIAL BANCORP, INC. 
  
  
                          By: /s/ Frank S. Latawiec
                             -------------------------
                              Name:  Frank S. Latawiec 
                              Title: President and CEO 
                                     
  
  
  

  
  
                               EXHIBIT INDEX 
  
  
  
 Exhibit 
 Number              Description 
--------             -----------
 2.1                 Agreement and Plan of Merger by and between Financial
                     Bancorp, Inc. and Dime Community Bancshares, Inc.,
                     dated as of July 18, 1998. 
  
 99.1                Stock Option Agreement, dated July 18, 1998, between
                     Financial Bancorp, Inc. and Dime Community Bancshares,
                     Inc.  
  
 99.2                Press Release issued by Financial Bancorp, Inc. and
                     Dime Community Bancshares, Inc. on July 20, 1998.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 8168}]
{"company-data": {"conformed-name": "FINANCIAL BANCORP INC", "cik": "0000855932", "assigned-sic": "6035", "irs-number": "061391814", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18126", "film-number": "98670520"}, "business-address": {"street1": "45-25 QUEENS BLVD", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11104", "phone": "7187295002"}, "mail-address": {"street1": "45-25 QUEENS BLVD", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11104"}}
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) July 18, 1998    
    
                                       
  
  
                          FINANCIAL BANCORP, INC. 
           (Exact name of registrant as specified in its charter) 
  
  
    Delaware                     0-18126                    06-1391814  
-----------------------------------------------------------------------------
 (State or other               (Commission              (IRS Employer 
 jurisdiction of               File Number)             Identification No.) 
 incorporation)                           

 42-25 Queens Boulevard 
 Long Island City, New York                                   11104
-----------------------------------------------------------------------------
 (Address of principal                                       (Zip Code) 
   executive offices)                                                
                     
  
  
                                (718) 729-5002
----------------------------------------------------------------------------
         (Registrant's telephone number, including area code) 
  
  
                                Not Applicable
----------------------------------------------------------------------------
         (Former name or former address, if changed since last report) 
                                           
  
                                       

  
 ITEM 5.  OTHER EVENTS. 
  
           On July 18, 1998, Financial Bancorp, Inc., a Delaware corporation
 ("Financial Bancorp"), entered into an Agreement and Plan of Merger (the
 "Merger Agreement") with Dime Community Bancshares, Inc., a Delaware
 corporation ("Dime Community"), pursuant to which Financial Bancorp will be
 merged with and into Dime Community (the "Merger").  The Merger Agreement
 is filed herewith as Exhibit 2.1 and is incorporated by reference herein. 
 The Merger is intended to constitute a tax-free reorganization for federal
 income tax purposes.  Immediately following the consummation of the Merger,
 Financial Federal Savings Bank, a federal savings bank and a subsidiary of
 Financial Bancorp, will merge with and into The Dime Community Savings Bank
 of Williamsburgh, a federal savings bank and a wholly-owned subsidiary of
 Dime Community. 
  
           In accordance with the terms of the Merger Agreement, each share
 of Financial Bancorp common stock, par value $.01 per share ("Bancorp
 Common Stock"), outstanding immediately prior to the effective time of the
 Merger will (subject to certain exceptions) be converted into the right to
 receive, at the election of the holder thereof (subject to the allocation
 and proration provisions of the Merger Agreement), either cash or shares of
 the common stock of Dime Community, par value $0.01 per share ("Dime
 Community Common Stock"), having a value of $40.50 per share, subject to
 adjustments (the "Per Share Consideration").  The election, allocation and
 proration provisions of the Merger Agreement are designed to ensure that
 approximately 50% of the shares of Bancorp Common Stock will be exchanged
 for Dime Community Common Stock and approximately 50% of the shares of
 Bancorp Common Stock will be exchanged for cash.  The Per Share
 Consideration will be valued at $40.50 (regardless of whether a holder
 elects to receive cash or stock) if the average per share price for Dime
 Community Common Stock over a pre-closing pricing period (the "Average
 Closing Price") is between $22.95 and $31.05.  If the Average Closing Price
 of Dime Community Common Stock is less than $22.95, the value of the Per
 Share Consideration payable to Financial Bancorp stockholders, whether in
 cash or stock, will decrease.  Conversely, if the Average Closing Price of
 Dime Community Common Stock is greater than $31.05, the value of the Per
 Share Consideration payable to Financial Bancorp stockholders, whether in
 cash or stock, will increase. 
  
           Financial Bancorp has the right to terminate the Merger Agreement
 if the Average Closing Price of Dime Community Common Stock is less than or
 equal to $20.25 per share, unless Dime Community elects to increase the
 amount of cash and/or stock payable in the Merger so that Financial Bancorp
 stockholders receive Per Share Consideration of at least $38.12 per share. 
  
           Pursuant to the Merger Agreement, Financial Bancorp may pay a
 special one-time dividend of up to $1.00 per share prior to the closing of
 the Merger if it is able to dispose of certain real estate assets at
 certain values. 
  
           Consummation of the Merger is subject to various conditions,
 including the approval of the stockholders of Financial Bancorp and the
 receipt of all requisite regulatory approvals. 
  
           In connection with the Merger Agreement, Financial Bancorp and
 Dime Community entered into a Stock Option Agreement dated July 18, 1998
 (the "Option Agreement"), pursuant to which Financial Bancorp granted Dime
 Community an option to purchase, under certain circumstances, up to 339,627
 shares of Bancorp Common Stock at a price, subject to certain adjustments,
 of $32.00 per share (the "Option").  The Option will become exercisable
 only upon the occurrence of certain events, none of which has occurred as
 of the date hereof.  The Option Agreement provides that the total value
 that Dime Community may realize through the Option may not exceed $4.0
 million.  The Option was granted by Financial Bancorp as a condition to
 Dime Community's entering into the Merger Agreement.  The Option Agreement
 is filed herewith as Exhibit 99.1 and is incorporated by reference herein. 
 The Merger Agreement also provides for a termination fee of $1.0 million
 payable to Dime Community under certain circumstances similar to those
 which would cause the Option to become exercisable. 
  
           The joint press release issued by Financial Bancorp and Dime
 Community with respect to the Merger is filed herewith as Exhibit 99.2.   
  
       
 ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS. 
  
 (c)  Exhibits 
  
           2.1       Agreement and Plan of Merger by and between Financial
                     Bancorp, Inc. and Dime Community Bancshares, Inc. dated
                     as of July 18, 1998. 
  
           99.1      Stock Option Agreement, dated July 18, 1998, between
                     Financial Bancorp, Inc. and Dime Community Bancshares,
                     Inc.  
  
           99.2      Press Release issued by Financial Bancorp, Inc. and
                     Dime Community Bancshares, Inc. on July 20, 1998. 

  
                                 SIGNATURE 
  
  
           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 hereunder duly authorized. 
  
 Dated: July 23, 1998 
  
  
                          FINANCIAL BANCORP, INC. 
  
  
                          By: /s/ Frank S. Latawiec
                             -------------------------
                              Name:  Frank S. Latawiec 
                              Title: President and CEO 
                                     
  
  
  

  
  
                               EXHIBIT INDEX 
  
  
  
 Exhibit 
 Number              Description 
--------             -----------
 2.1                 Agreement and Plan of Merger by and between Financial
                     Bancorp, Inc. and Dime Community Bancshares, Inc.,
                     dated as of July 18, 1998. 
  
 99.1                Stock Option Agreement, dated July 18, 1998, between
                     Financial Bancorp, Inc. and Dime Community Bancshares,
                     Inc.  
  
 99.2                Press Release issued by Financial Bancorp, Inc. and
                     Dime Community Bancshares, Inc. on July 20, 1998.