-----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, V1g5CLdHd4FjCswoJ+wr1d0OtSqrhWlDzMceLd5zglK3csu0fpWrwkuTqNVaYTa4 P4NcpqqTvyeNLAinaMzDCw== 0000882377-98-000103.txt : 19980218 0000882377-98-000103.hdr.sgml : 19980218 ACCESSION NUMBER: 0000882377-98-000103 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WARWICK COMMUNITY BANCORP INC CENTRAL INDEX KEY: 0001046209 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 061497903 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53491 FILM NUMBER: 98542813 BUSINESS ADDRESS: STREET 1: 18 OAKLAND AVE STREET 2: PO BOX 591 CITY: WARWICK STATE: NY ZIP: 10990-0591 BUSINESS PHONE: 9149862206 MAIL ADDRESS: STREET 1: 18 OAKLAND AVE STREET 2: PO BOX 591 CITY: WARWICK STATE: NY ZIP: 10990-0591 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARWICK COMMUNITY BANCORP INC CENTRAL INDEX KEY: 0001046209 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 061497903 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 18 OAKLAND AVE STREET 2: PO BOX 591 CITY: WARWICK STATE: NY ZIP: 10990-0591 BUSINESS PHONE: 9149862206 MAIL ADDRESS: STREET 1: 18 OAKLAND AVE STREET 2: PO BOX 591 CITY: WARWICK STATE: NY ZIP: 10990-0591 SC 13G 1 WARWICK COMMUNITY BANCORP, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G (Rule 13d-102) WARWICK COMMUNITY BANCORP, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 936559103 - ------------------------------------------------------------------------------- (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(b) / / Rule 13d-1(c) / / Rule 13d-1(d) *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). - ---------------------------------- ---------------------------------- CUSIP No. 936559-10-3 13G Page 2 of 7 Pages ------------------ -- -- - ---------------------------------- ---------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) 1 Warwick Community Bancorp, Inc. Employee Stock Ownership Plan - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / 2 (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware Corporation's employee benefit plan organized in New York - ---------- --------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 5 0 BENEFICIALLY ------------------------------------------------------ OWNED BY SHARED VOTING POWER EACH 6 399,170(1) REPORTING ------------------------------------------------------ PERSON SOLE DISPOSITIVE POWER WITH 7 0 ------------------------------------------------------ SHARED DISPOSITIVE POWER 8 443,523 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 443,523 - ----------- -------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* / / - ----------- -------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7% of 6,606,548 shares of Common Stock outstanding as of December 31, 1997 - ----------- -------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* EP - ----------- -------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! (FOOTNOTE ON PAGE 4) Page 3 of 7 ITEM 1(A) NAME OF ISSUER: Warwick Community Bancorp, Inc. ("Company") ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 18 Oakland Avenue Warwick, NY 10990-0591 ITEM 2(A) NAME OF PERSON FILING: Warwick Community Bancorp, Inc. Employee Stock Ownership Plan Trust Committee ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Warwick Community Bancorp, Inc. 18 Oakland Avenue Warwick, NY 10990-0591 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: 936559103 ITEM 3 The person filing is an: (f) /x/ Employee Benefit Plan or Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or an Endowment Fund. Page 4 of 7 ITEM 4 OWNERSHIP The following information with respect to the Plan's ownership of Common Stock is provided as of December 31, 1997. None of the shares set forth below constitute shares the beneficial ownership of which the Plan had the right to acquire within 60 days following such date. (A) AMOUNT BENEFICIALLY OWNED. . . . . 443,523 (B) PERCENT OF CLASS . . . . . . . . . . . . 6.7% (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. . . . . . . . . 399, 170(1) (III) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . . 0 (IV) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . . 443,523 The reporting person is 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 reporting person is administered by an ESOP Committee ("ESOP Committee") and its assets are held in trust by a trustee ("Plan Trustee"). The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by Marine Midland Bank, as Plan Trustee, as of December 31, 1997. As of December 31, 1997, 44,352 of such shares of Common Stock had been allocated to individual accounts established for participating employees and their beneficiaries, and 399,170 of such shares were held, unallocated, for allocation in future years. In general, participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts. Such allocated shares are, therefore, not included as shares over which the reporting person has sole or shared voting power. The reporting person, through the Committee and the Plan Trustee, has shared voting power over unallocated Common Stock. Any unallocated Common Stock is generally required to be directed by the Committee to be voted - ------------------------ (1) This number reflects the unallocated shares held in the ESOP. All allocated ESOP shares have pass-through voting. In the event that a participant does not direct his/her vote, those shares would be voted in proportion to the directions received, in the same manner as the unallocated shares are voted, and the Committee would be deemed to have voting power over such shares. Page 5 of 7 by the Plan Trustee in the same proportion as Common Stock which has been allocated to Participants is directed to be voted. The reporting person, through the Committee and the Plan Trustee, has shared dispositive power over all unallocated Common Stock held by the reporting person. The reporting person, acting through the Committee and the Plan Trustee, shares dispositive power over allocated Common Stock with participating employees and their beneficiaries, who have the right to determine whether Common Stock allocated to their respective accounts will be tendered in response to a tender offer but otherwise have no dispositive power. Any unallocated Common Stock is generally required to be directed by the Committee to be tendered by the Plan Trustee in a tender offer in the same proportion as Common Stock which has been allocated to Participants is directed to be tendered. In limited circumstances, ERISA may confer upon the Committee and the Plan 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. The reporting person disclaims voting power with respect to such allocated Common Stock. 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 immediately to the participating employees and their beneficiaries, (iii) distributed to the participating employees and their beneficiaries within 90 days of the close of the ESOP Year in which such dividends were paid, or (iv) used to pay principal and interest on outstanding indebtedness incurred by the reporting person to acquire Common Stock. ITEM 7 Not applicable ITEM 8 Not applicable ITEM 9 Not applicable ITEM 10 Page 6 of 7 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 and do not have 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 purpose or effect. Page 7 of 7 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 17, 1998 - ------------------------------------------------------------------------------- (Date) WARWICK COMMUNITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN By: Warwick Community Bancorp, Inc. Employee Stock Ownership Plan Trust Committee By: _________________________________ Timothy A. Dempsey Member By: _________________________________ Ronald J. Gentile Member By: _________________________________ Nancy L. Sobotor-Littell Member By: _________________________________ Barbara A. Rudy Member By: _________________________________ Arthur W. Budich Member 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 17, 1998 - ------------------------------------------------------------------------------- (Date) WARWICK COMMUNITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN By: Warwick Community Bancorp, Inc. Employee Stock Ownership Plan Trust Committee By: /s/ TIMOTHY A. DEMPSEY --------------------------------------- Timothy A. Dempsey Member By: /s/ RONALD J. GENTILE --------------------------------------- Ronald J. Gentile Member By: /s/ NANCY L. SOBOTOR-LITTELL --------------------------------------- Nancy L. Sobotor-Littell Member By: /s/ BARBARA A. RUDY --------------------------------------- Barbara A. Rudy Member By: /s/ ARTHUR W. BUDICH --------------------------------------- Arthur W. Budich Member SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G (Rule 13d-102) WARWICK COMMUNITY BANCORP, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 936559103 - ------------------------------------------------------------------------------- (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(b) / / Rule 13d-1(c) / / Rule 13d-1(d) *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). - --------------------------- --------------------------------------- CUSIP No. 936559-10-3 13G Page 2 of 7 Pages ------------------ -- -- - --------------------------- --------------------------------------- - ---------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Warwick Community Bancorp, Inc. Employee Stock Ownership Plan Trust - ---------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ---------- -------------------------------------------------------------------- 3 SEC USE ONLY - ---------- -------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Corporation's employee benefit plan - ---------- --------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER SHARES 5 0 BENEFICIALLY ------------------------------------------------------- OWNED BY SHARED VOTING POWER EACH 6 399,171(1) REPORTING ------------------------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 7 0 ------------------------------------------------------- SHARED DISPOSITIVE POWER 8 443,523 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 443,523 - ----------- -------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* / / - ----------- -------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7% of 6,606,548 shares of Common Stock outstanding as of December 31, 1997 - ----------- ------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* EP - ----------- ------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! (FOOTNOTE ON PAGE 4) Page 3 of 7 ITEM 1(A) NAME OF ISSUER: Warwick Community Bancorp, Inc. ("Company") ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 18 Oakland Avenue Warwick, NY 10990-0591 ITEM 2(A) NAME OF PERSON FILING: Warwick Community Bancorp, Inc. Employee Stock Ownership Plan Trust Trustee: Marine Midland Bank ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 140 Broadway New York, NY 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: 936559103 ITEM 3 The person filing is an: (f) /X/ Employee Benefit Plan or Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or an Endowment Fund. Page 4 of 7 ITEM 4 OWNERSHIP: The following information with respect to the Plan's ownership of Common Stock is provided as of December 31, 1997. None of the shares set forth below constitute shares the beneficial ownership of which the Plan had the right to acquire within 60 days following such date. (A) AMOUNT BENEFICIALLY OWNED. . . . . . . . 443,523 (B) PERCENT OF CLASS . . . . . . . . . . . . 6.7% (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. . . . . . . . . 399,171(1) (III) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . . 0 (IV) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . . 443,523 The reporting person is 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 reporting person is administered by an ESOP Committee ("ESOP Committee") and its assets are held in trust by a trustee ("Plan Trustee"). The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by Marine Midland Bank, as Plan Trustee, as of December 31, 1997. As of December 31, 1997, 44,352 of such shares of Common Stock had been allocated to individual accounts established for participating employees and their beneficiaries, and 399,171 of such shares were held, unallocated, for allocation in future years. In general, participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts. Such allocated shares are, therefore, not included as shares over which the reporting person has sole or shared voting power. The reporting person, through the Plan Trustee, has shared voting power over unallocated Common Stock. Any unallocated Common Stock is generally required to be voted by the Plan Trustee in the same proportion as Common Stock which has been allocated to Participants is directed to be voted. The reporting person, through the Plan Trustee, has shared dispositive power over all unallocated Common Stock held by the reporting person. The reporting person, acting through the Plan Trustee, shares dispositive power over allocated Common Stock with participating employees and their beneficiaries, who have the right to determine whether Common Stock allocated to their respective accounts will be tendered in response to a tender offer but otherwise have no dispositive power. - -------------------------- (1) This number reflects the unallocated shares held in the ESOP. All allocated ESOP shares have pass-through voting. In the event that a participant does not direct his/her vote, those shares would be voted in proportion to the directions received, in the same manner as the unallocated shares are voted, and the Trustee would be deemed to have voting power over such shares. Page 5 of 7 Any unallocated Common Stock is generally required to be tendered by the Plan Trustee in a tender offer in the same proportion as Common Stock which has been allocated to Participants is directed to be tendered. In limited circumstances, ERISA may confer upon the Plan 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. The reporting person disclaims voting power with respect to such allocated Common Stock. 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 immediately to the participating employees and their beneficiaries, (iii) distributed to the participating employees and their beneficiaries within 90 days of the close of the ESOP Year in which such dividends were paid, or (iv) used to pay principal and interest on outstanding indebtedness incurred by the reporting person to acquire Common Stock. 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 and do not have 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 purpose or effect. Page 6 of 7 This report is not an admission that Marine Midland Bank is the beneficial owner of any securities covered by this report, and Marine Midland Bank expressly disclaims beneficial ownership of all shares reported herein pursuant to Rule 13d-4. Page 7 of 7 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 17, 1998 - ------------------------------------------------------------------------------- (Date) WARWICK COMMUNITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN TRUST By: Marine Midland Bank, as Trustee By: ------------------------------------------------------------- RICHARD A. GLOVER, VICE PRESIDENT ------------------------------------------------------------- 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 17, 1998 - ------------------------------------------------------------------------------- (Date) WARWICK COMMUNITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN By: Marine Midland Bank, as Trustee By: /s/ Richard A. Glover -------------------------------------------------------------- (Signature) RICHARD A. GLOVER, VICE PRESIDENT -------------------------------------------------------------- (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----