-----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, GtW2oMFxTrZHv/0WMApBcshJ/5oCJI7yz1Gz/x/tKeAq8UPYob14JWvit8X7CiSE RnLnInqHa76uTmVGRI17jg== 0001005150-00-000227.txt : 20000215 0001005150-00-000227.hdr.sgml : 20000215 ACCESSION NUMBER: 0001005150-00-000227 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 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 13G SEC ACT: SEC FILE NUMBER: 005-58045 FILM NUMBER: 543109 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: 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 13G 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 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ___)* TROY FINANCIAL CORPORATION ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK 0.0001 PAR VALUE PER SHARE ------------------------------------------------------------------------------- (Title of Class of Securities) 897329 10 8 ------------------------------------------------------------------------------- (CUSIP Number) December 31, 1999 ------------------------------------------------------------------------------- (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) CUSIP NO. 897329 10 8 Page 2 of 5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Troy Savings Bank 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 United States 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 911,286 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER 59,836 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 911,286 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER 59,836 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 971,122 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.00% 12. TYPE OF REPORTING PERSON EP CUSIP NO. 897329 10 8 Page 3 of 5 Pages Item 1(a) Name of Issuer: Troy Financial Corporation Item 1(b) Address of Issuer's Principal Executive Office: 32 Second Street Troy, New York 12180 Item 2(a) Name of Person Filing: The Troy Savings Bank Employee Stock Ownership Plan Trust Item 2(b) Address of Principal Business Office or, if None, Residence: The Troy Financial Corporation 32 Second Street Troy, New York 12180 Item 2(c) Citizenship: United States Item 2(d) Title of Class of Securities: Common Stock, par value 0.0001 per share Item 2(e) CUSIP Number: 897329 10 8 Item 3. If this statement is filed pursuant to Rules 13-d(b), or 13D-2(b), check whether the person is filing as a: [x] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) Item 4. Ownership. (a) Amount beneficially owned: 971,122 CUSIP NO. 897329 10 8 Page 4 of 5 Pages (b) Percent of class: 8.00% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 911,286 (ii) Shared power to vote or to direct the vote 59,836 (iii) Sole power to dispose or to direct the disposition of 911,286 (iv) Shared power to dispose or to direct the disposition of 59,836 The Troy Savings Bank Employee Stock Ownership Plan Trust (the "Trust") was established pursuant to The Troy Savings Bank Employee Stock Ownership Plan ("ESOP"). Under the terms of the ESOP, the Trustee must vote the allocated shares held in the ESOP in accordance with the instructions of the participating employees. Unallocated shares held in the ESOP will be voted by the ESOP Trustee in the same proportion for and against proposals to shareholders as the ESOP participants and beneficiaries actually vote shares of Common Stock allocated to their individual accounts. Any allocated shares that are not voted will be disregarded in determining the percentage of stock voted for and against each proposal by the participants and beneficiaries. 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. RSGroup Trust Company is the trustee ("Trustee") of the Trust which holds 971,122 shares of Common Stock, of which 59,836 shares have been allocated to the accounts of participating employees as of December 31, 1999, and 911,286 shares of which have not yet been allocated to the accounts of participating employees and which will be voted by the Trustee pursuant to the terms of the ESOP and may be deemed to be beneficially owned by the Trust. The ESOP does not own more than 5% on behalf of another person. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. CUSIP NO. 897329 10 8 Page 5 of 5 Pages Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. 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 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. The Troy Savings Bank Employee Stock Ownership Plan Trust Date: February 14, 2000 By: /s/ Stephen P. Pollack ------------------------------------------------ Name: Stephen P. Pollack Title:Executive Vice President of RSGroup Trust Company Trustee for The Troy Savings Bank Employee Stock Ownership Plan Trust -----END PRIVACY-ENHANCED MESSAGE-----