-----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, ESqVIzQwDwoZjJFnxH+VW80ujiB052fpoPXC997ASpy2+1uTruNsrFUq7iV7DJ+E FmJ1lIAnwKv5JMZNqttYFQ== 0000927089-04-000082.txt : 20040217 0000927089-04-000082.hdr.sgml : 20040216 20040217162739 ACCESSION NUMBER: 0000927089-04-000082 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: HUDSON RIVER BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON RIVER BANCORP INC CENTRAL INDEX KEY: 0001057007 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 141803212 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58963 FILM NUMBER: 04609161 BUSINESS ADDRESS: STREET 1: ONE HUDSON CITY CENTRE CITY: HUDSON STATE: NY ZIP: 12534 BUSINESS PHONE: 5188284600 MAIL ADDRESS: STREET 1: ONE HUDSON CITY CENTRE CITY: HUDSON STATE: NY ZIP: 12534 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKERS TRUST CO NA CENTRAL INDEX KEY: 0000941473 IRS NUMBER: 370622729 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1201 BROADWAY CITY: QUINCY STATE: IL ZIP: 62301 BUSINESS PHONE: 2172288064 MAIL ADDRESS: STREET 1: 1201 BROADWAY CITY: QUINCY STATE: IL ZIP: 62301 SC 13G/A 1 hudsonriver13g04.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Hudson River Bancorp, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, Par Value $0.01 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)

444128102
- ------------------------------------------------------------------------------
(CUSIP Number)

December 31, 2003
- ------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this 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. 444128102

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only) Hudson River Bancorp, Inc. Employee Stock Ownership Plan IRS I.D. No. 14-1803212
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) (b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Not Applicable

NUMBER OF	5	SOLE VOTING POWER
SHARES		862,412
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER
EACH		505,930
REPORTING
PERSON WITH	7	SOLE DISPOSITIVE POWER
		1,368,342
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,368,342
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.0%
12	TYPE OF REPORTING PERSON EP

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CUSIP NO. 444128102

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON First Bankers Trust Company, N.A. IRS I.D. No. 37-0622729
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) (b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF	5	SOLE VOTING POWER
SHARES		862,412
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER
EACH		505,930
REPORTING
PERSON WITH	7	SOLE DISPOSITIVE POWER
		1,368,342
	8	SHARED DISPOSITIVE POWER -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,368,342
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.0%
12	TYPE OF REPORTING PERSON* BK

Page 3 of 7

ITEM 1(a)	Name of Issuer: Hudson River Bancorp, Inc. (the "Corporation")
ITEM 1(b)	Address of Issuer's Principal Executive Officers: One Hudson City Center Hudson, New York 12534
ITEM 2(a)	Names of Persons Filing: Hudson River Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"). First Banker's Trust Company, N.A. (the "Trustee"), the trustee of the ESOP. The Trustee may also be deemed to beneficially own the shares held by the ESOP.
ITEM 2(b)	Address of Principal Business Office: The business address of the ESOP is: One Hudson City Center, Hudson, New York 12534 The business address of the Trustee is: Broadway at 12^th Street, Quincy, Illinois 62301-3566
ITEM 2(c)	Citizenship: The Trustee is a national bank organized under the laws of the United States.
ITEM 2(d)	Title of Class of Securities: Common stock, par value $.01 per share (the "Common Stock").
ITEM 2(e)	CUSIP Number: 444128102
ITEM 3	If this statement is filed pursuant to Section 240.13d-2(b) or (c), check whether the person filing is:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	[ ]	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f)	[X]	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
(g)	[ ]	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j)	[ ]	Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Page 4 of 7

ITEM 4	Ownership: The ESOP holds an aggregate of 1,368,342 shares of Common Stock (9.0% of the outstanding shares). The ESOP has sole voting power with respect to shares held by it which have not been allocated to participant accounts, shared voting power with respect to shares held by it which have been allocated to participant accounts and sole dispositive power with respect to all shares (allocated and unallocated) held by the ESOP. The Trustee may be deemed to beneficially own the 1,368,342 shares held by the ESOP. However, the Trustee expressly disclaims beneficial ownership of all of such shares. Other than the shares held by the ESOP, the Trustee does not beneficially own any shares of Common Stock. Pursuant to the ESOP, participants in the ESOP are entitled to instruct the Trustee as to the voting of the shares allocated to their ESOP accounts. On each issue with respect to which shareholders are entitled to vote, the Trustee is required to vote the shares held by the ESOP which have not been allocated to participant accounts in the manner directed under the ESOP.
ITEM 5	Ownership of Five Percent or Less of a Class: Not Applicable.
ITEM 6	Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable.
ITEM 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable.
ITEM 8	Identification and Classification of Members of the Group: Not Applicable.
ITEM 9	Notice of Dissolution of Group: Not Applicable.

Page 5 of 7

ITEM 10

Certifications

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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose 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.

	HUDSON RIVER BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
Date: February 12, 2004	By: /s/ Linda Shultz First Bankers Trust Company, N.A., as Trustee Name: Linda Shultz Title: Trust Officer
	FIRST BANKERS TRUST COMPANY, N.A.
Date: February 12, 2004	By: /s/ Linda Shultz Name: Linda Shultz Title: Trust Officer

Page 6 of 7

February 12, 2004

Hudson River Bancorp, Inc.
Employee Stock Ownership Plan
One Hudson City Center
Hudson, New York 12534

Dear Sir/Madam:

This letter hereby confirms the agreement and understanding between you and the undersigned that the Schedule 13G/A being filed with the Securities and Exchange Commission on or about this date is being filed on behalf of each of us.

Sincerely,

FIRST BANKER'S TRUST COMPANY, N.A.

By: /s/ Linda Shultz

Name: Linda Shultz
Title: Trust Officer

HUDSON RIVER BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN

By: /s/ Linda Shultz

First Bankers Trust Company, N.A., as Trustee
Name: Linda Shultz
Title: Trust Officer

Page 7 of 7

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