-----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, DVcOxhU+o9wbCTcOsZ8sRKb1uwiK1E3mClxOPzhbhS76/GATXDXcJnvRcCYPRHOv sjv7gkdopmSXrNqMzfc3pQ== 0001005150-02-000155.txt : 20020414 0001005150-02-000155.hdr.sgml : 20020414 ACCESSION NUMBER: 0001005150-02-000155 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TROY SAVINGS BANK EMPLOYEE STOCK OWNER SHIP PLAN TRUST CENTRAL INDEX KEY: 0001135459 IRS NUMBER: 141127580 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 433 RIVER STREET HEDLEY PARK PLACE CITY: TROY STATE: NY ZIP: 12180 BUSINESS PHONE: 5182703313 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58045 FILM NUMBER: 02544198 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/A 1 form13ga.txt SCHEDULE 13-G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) 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, 2001 - -------------------------------------------------------------------------------- (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 and 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. 897329 10 8 13G/A Page 2 of 4 Pages ----------- --- --- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Troy Savings Bank Employee Stock Ownership Plan Trust - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 747,583 SHARES -------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 206,429 EACH -------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 747,583 WITH -------------------------------------------------- 8. SHARED DISPOSITIVE POWER 206,429 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 954,012 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.77% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (see instructions) EP - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 897329 10 8 13G/A Page 3 of 4 Pages ----------- --- --- - -------------------------------------------------------------------------------- This Amendment No. 2 amends the initial Schedule 13G filed on February 14, 2000 by The Troy Savings Bank Employee Stock Ownership Plan Trust relating to the common stock, par value $0.0001 per share, of Troy Financial Corporation. ITEM 4. OWNERSHIP. Item 4 is hereby amended and restated in its entirety as follows: Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 954,012 (b) Percent of class: 9.77% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 747,583 (ii) Shared power to vote or to direct the vote 206,429 (iii) Sole power to dispose or to direct the disposition of 747,583 (iv) Shared power to dispose or to direct the disposition of 206,429 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. - -------------------------------------------------------------------------------- CUSIP NO. 897329 10 8 13G/A Page 4 of 4 Pages ----------- --- --- - -------------------------------------------------------------------------------- ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Item 6 is hereby amended and restated in its entirety as follows: RSGroup Trust Company is the trustee ("Trustee") of the Trust which holds 954,012 shares of Common Stock, of which 206,429 shares will be allocated to the accounts of participating employees as of December 31, 2001, and 747,583 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 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. The Troy Savings Bank Employee Stock Ownership Plan Trust Date: February 14, 2002 By: /s/Stephen P. Pollak Name: Stephen P. Pollak Title: Executive Vice President RSGroup Trust Company Trustee for The Troy Savings Bank Employee Stock Ownership Plan Trust -----END PRIVACY-ENHANCED MESSAGE-----