-----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, PcdpNhyuc4IkrdUA6+nmNSsOsWo2//550gK+7x2lTzdky8P+ugf8bN+qGA1Lxps4 4lf3Zy8r9uUj3zxxL+8bgQ== 0000950123-02-000298.txt : 20020413 0000950123-02-000298.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950123-02-000298 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TROY FINANCIAL CORP CENTRAL INDEX KEY: 0001075046 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161559508 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58045 FILM NUMBER: 2508158 BUSINESS ADDRESS: STREET 1: 32 SECOND ST CITY: TROY STATE: NY ZIP: 12180 BUSINESS PHONE: 5182703274 MAIL ADDRESS: STREET 1: 32 SECOND ST CITY: TROY STATE: NY ZIP: 12180 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASSRY MORRIS CENTRAL INDEX KEY: 0000924754 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 093205464 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O EXECUTIVE PARK NORTH, STREET 2: 2 TOWER PLACE CITY: ALBANY STATE: NY ZIP: 12203 BUSINESS PHONE: 5184588500 MAIL ADDRESS: STREET 1: 2 COBBLEHILL ROAD CITY: LOUDONVILLE STATE: NY ZIP: 12211 SC 13D/A 1 y56572sc13da.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 3)(1) TROY FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 897 32918 - -------------------------------------------------------------------------------- (CUSIP Number) PAUL J. GOLDMAN, ESQ. SEGEL, GOLDMAN, MAZZOTTA & SIEGEL, P.C., 9 WASHINGTON SQUARE, ALBANY, NY 12205 TELEPHONE: (518) 452-0941, TELEFAX: (518) 452-0417 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 3, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - ------------------------ (1) The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 of 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. 897 32918 13D PAGE 2 OF 5 PAGES (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MORRIS MASSRY, O93-20-5464 -------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------- (4) SOURCE OF FUNDS* -------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) -------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA -------------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 614,588 (6.0%)(1) SHARES ------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 614,588 (6.0%)(1) ------------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 614,588 (6.0%) -------------------------------------------------------------------------- (12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% -------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* -------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 897 32918 13D PAGE 3 OF 5 PAGES Item 1. Security and Issuer. This statement relates to the common shares of Troy Financial Corporation (the "Issuer"), which has its principal executive offices at 32 Second Street, Troy, New York 12180. Item 2. Identity and Background. The person filing this statement is a natural person. (a) The name of the person filing this Schedule is Morris Massry, residing at 2 Cobblehill Road, Loudonville, New York 12211. (b) The business address is c/o Executive Park North, 2 Tower Place, Albany, NY 12203. (c) Mr. Massry is a citizen of the United States of America. (d) Mr. Massry's principal occupation is real estate investment. (e) During the last five years, Mr. Massry has not been convicted in a criminal proceeding. (f) During the last five years, Mr. Massry has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order, enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The source of funds used in making the purchases by Mr. Massry is funds owned by him individually and acquired by him as a result of his real estate investment business activities. Item 4. Purpose of Transaction. The purpose of the acquisition of securities of the Issuer is for investment purposes. The Reporting Person has for a number of years invested in publicly traded stocks, including bank stocks. Except for his intention to stand for election to the Board of Directors of the Issuer at the annual meeting of shareholders to be held on February 14, 2002, as reported in the filing made December 28, 2001, the Reporting Person does not currently have any plans or proposals which relate to or would result in: 1. the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; 2. an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; 3. a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; 4. any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; 5. any material changes in the present capitalization or dividend policy of the Issuer; 6. any other material changes in the present capitalization or dividend policy of the Issuer; 7. changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; 8. causing a class of securities of the Issuer to cease to be authorized to be quoted in any inter-dealer quotation system of a registered national securities association; 9. a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or 10. any action similar to any of those enumerated above. There can be no assurance however, that in the future the reporting person may not pursue any or all of the above. CUSIP NO. 897 32918 13D PAGE 4 OF 5 PAGES Item 5. Interest in Securities of the Issuer. (a) The Reporting Person beneficially owns 614,588 shares of the Issuer's common stock representing six percent (6.0%) of this class of the Issuer's securities. The Reporting Person's percentage of interest has been computed on the basis of 9,763,764 shares outstanding as reported by Issuer on December 26, 2001. (b) The Reporting Person owns and has the sole power to vote or to direct the vote, and sole power to dispose or direct the disposition, of 614,588 shares, or 6.0% of the Issuer's Common Stock. (c) The following are transactions that were effected by the Reporting Person:
Transaction Date No. of Shares Price ---------------- ------------- ----- 03/31/99 54,392 $535,038.25 04/05/99 70,000 700,000.00 04/06/99 19,500 187,612.00 04/07/99 29,586 278,266.25 04/08/99 2,500 23,905.00 04/09/99 4,500 43,312.50 04/09/99 11,000 105,886.00 04/13/99 6,500 62,957.00 04/14/99 3,000 29,250.00 04/15/99 16,000 157,000.00 04/16/99 76,206 762,060.00 04/21/99 5,000 50,000.00 04/23/99 2,000 19,875.00 05/27/99 4,200 43,050.00 05/28/99 4,000 41,000.00 06/01/99 1,800 18,450.00 06/03/99 3,643 36,885.38 06/08/99 9,900 102,093.75 07/21/99 6,452 64,520.00 07/30/99 10,000 115,625.00 08/05/99 10,000 113,125.00
Transaction Date No. of Shares Price ---------------- ------------- ----- 08/10/99 3,000 33,750.00 08/10/99 5,000 56,555.00 08/11/99 7,000 77,000.00 09/15/99 5,000 54,687.50 09/27/99 2,000 21,625.00 10/01/99 8,100 87,581.25 10/21/99 5,000 53,437.50 02/24/00 15,500 146,281.25 2/28/00 20,000 189,007.25 02/29/00 9,000 85,500.00 03/03/00 9,000 85,500.00 03/07/00 21,500 204,250.00 03/10/00 25,000 237,500.00 03/15/00 4,000 35,250.00 6/13/00 10,000 100,625.00 09/29/00 50,000 590,502.35 10/02/00 2,500 29,527.35 10/04/00 5,000 59,677.35 6/6/01 200 3,824.00 6/6/01 18,709 360,118.32 6/6/01 8,200 158,916.00 1/3/02 20,000 521,500.00 1/11/02 10,700 280,127.00 614,588 $6,962,653.25
(d) The following are transactions that were effected by the Reporting Person: NONE (e) --- Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. NONE Item 7. Materials to be Filed as Exhibits. NONE. CUSIP NO. 897 32918 13D PAGE 5 OF 5 PAGES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in the Statement is true, correct and complete. Dated: JANUARY 11, 2002 BY: /s/ Morris Massry ---------------------------------------------------- Morris Massry -----END PRIVACY-ENHANCED MESSAGE-----