-----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, VrEKR/RhdNmOUZdwx7KqemoKyUNDAjvBQ3KH/qjyqTEclwlnqfS/7GsSjJciafPv wx0cUNrpPm7gd+bGiCdf5Q== 0001140361-11-007703.txt : 20110210 0001140361-11-007703.hdr.sgml : 20110210 20110210115042 ACCESSION NUMBER: 0001140361-11-007703 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON CITY BANCORP INC CENTRAL INDEX KEY: 0000921847 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 223640393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56611 FILM NUMBER: 11590482 BUSINESS ADDRESS: STREET 1: WEST 80 CENTURY RD CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 2019671900 MAIL ADDRESS: STREET 1: WEST 80 CENTURY ROAD CITY: PARMUS STATE: NJ ZIP: 07652 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON CITY BANCORP INC CENTRAL INDEX KEY: 0000921847 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 223640393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WEST 80 CENTURY RD CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 2019671900 MAIL ADDRESS: STREET 1: WEST 80 CENTURY ROAD CITY: PARMUS STATE: NJ ZIP: 07652 SC 13G/A 1 formsc13ga.htm HUDSON CITY BANCORP INC SC 13GA 12-31-2010 formsc13ga.htm


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

SCHEDULE 13G/A
(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

(Amendment No. 5)*

HUDSON CITY BANCORP, INC.
(Name of Issuer)


COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
 
 
443683107
(CUSIP Number)
 

December 31, 2010
(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)
o
Rule 13d-1(c)
o
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 (the “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. 443683107
SCHEDULE 13G/A
Page 2 of 6 Pages
 
1.
NAMES OF REPORTING PERSONS:
 
 
Human Resources Committee of Hudson City Savings Bank
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
 
(see instructions)
(b) o
     
3.
SEC USE ONLY
 
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Hudson City Bancorp, Inc. incorporated in Delaware
 
 
Human Resources Committee organized in New Jersey
 
 
NUMBER OF
5.
SOLE VOTING POWER
699,773
SHARES
BENEFICIALLY
6.
SHARED VOTING POWER
40,447,935
OWNED
BY EACH
7.
SOLE DISPOSITIVE POWER
699,773
REPORTING
PERSON WITH
8.
SHARED DISPOSITIVE POWER
43,844,039
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
44,543,812
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.5% of 526,718,310 outstanding shares of common stock, par value $0.01 per share, as of December 31, 2010.
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
EP
 
 
 
 

 

CUSIP No. 443683107
SCHEDULE 13G/A
Page 3 of 6 Pages
 
Statement for Schedule 13G/A

This Amendment No. 5 to Schedule 13G provides information concerning shares of the common stock, par value $0.01 per share, (“Common Stock”) of Hudson City Bancorp, Inc., a Delaware corporation (“Company”); these shares are beneficially owned by the Human Resources Committee of Hudson City Savings Bank (“Committee”).

This Amendment No. 5 amends the initial statement that the Committee filed on Schedule 13G with the Securities and Exchange Commission on February 14, 2006, as amended by Amendment No. 1, filed on February 13, 2007; Amendment No. 2, filed on January 30, 2008; Amendment No. 3, filed on February 11, 2009 and Amendment No. 4, filed on February 11, 2010.

Item 1(a).
Name of Issuer:

Hudson City Bancorp, Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices:

West 80 Century Road
Paramus, New Jersey 07652

Item 2(a).
Name of Person Filing:

Human Resources Committee of Hudson City Savings Bank

Item 2(b).
Address or Principal Business Office, or, if none, Residence:

Hudson City Savings Bank
West 80 Century Road
Paramus, New Jersey 07652

Item 2(c).
Citizenship:

U.S.A.

Item 2(d).
Title of Class of Securities:

Common stock, par value $0.01 per share

Item 2(e).
CUSIP Number:

443683107

Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(f) x An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)

 
 

 
 
CUSIP No. 443683107
SCHEDULE 13G/A
Page 4 of 6 Pages
 
Item 4.
Ownership.

The Committee may be deemed to beneficially own the Common Stock of the Company held by the trusts which form part of the Hudson City Bancorp, Inc. Employee Stock Ownership Plan (“ESOP”), the Hudson City Savings Bank Profit Incentive Bonus Plan (“401(k) Plan”) and the Hudson City Savings Bank Employee Retirement Plan (“Retirement Plan”) (collectively, “Plans”) by virtue of the Committee’s status as a fiduciary of the Plans.  The following information with respect to the Plans' ownership of Common Stock of the Company is provided as of December 31, 2010.  None of the shares set forth below constitute shares the beneficial ownership of which the Plans had the right to acquire within 60 days following such date.

(a) Amount beneficially owned:
 
44,543,812
(b) Percent of class:
 
8.5%
(c) Number of shares as to which such person has:
   
(i) Sole power to vote or to direct the vote
 
699,773
(ii) Shared power to vote or to direct the vote
 
40,447,935
(iii) Sole power to dispose or to direct disposition of
 
699,773
(iv) Shared power to dispose or to direct disposition of
 
43,844,039

The members of the Human Resources Committee of Hudson City Savings Bank are:  Scott A. Belair, Ronald E. Hermance, Jr., Denis J. Salamone, Michael W. Azzara, and Donald O. Quest, M.D..  Each Committee member, in his or her individual capacity, disclaims beneficial ownership of the Common Stock reported on this Schedule 13G.

ESOP.  The Committee serves certain administrative functions for the ESOP, 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 designated beneficiaries.  On December 31, 2010, the ESOP owned 40,447,935 shares of the Company's common stock, of which 7,733,657 shares had been allocated to individual accounts established for participating employees and their designated beneficiaries, and 32,714,278 shares were held, unallocated, for allocation in future years.  All shares of common stock owned by the ESOP are held by the ESOP Trust. The Committee has the power and authority to direct the Trustee of the ESOP wi th respect to the investment of the ESOP's assets (including the acquisition or disposition of both allocated and unallocated shares of the Company) in the absence of a tender offer (in which trust participants have dispositive power), but has voting power only in limited circumstances. Participating employees direct the voting of unallocated shares and shares allocated to their individual accounts, except in certain limited circumstances.

401(k) Plan.  On December 31, 2010, the 401(k) Plan held 3,396,104 shares of Common Stock of the Company in a directed trust pursuant to which Fidelity Management Trust Company ("Fidelity") serves as trustee.  All of such shares are allocated directly or indirectly to individual participant accounts.  Participants direct the voting of shares allocated directly or indirectly to their individual accounts.  Participating employees direct the disposition of shares allocated directly or indirectly to their individual accounts except in limited circumstances in which the Committee has the power to direct the disposition of the shares.

 
 

 

CUSIP No. 443683107
SCHEDULE 13G/A
Page 5 of 6 Pages
 
Retirement Plan.  On December 31, 2010, the Retirement Plan held 699,773 shares of Common Stock of the Company in a directed trust pursuant to which State Street Bank and Trust Company ("State Street") serves as directed trustee. None of the shares are allocated to participant accounts. The Committee directs State Street with respect to the voting and disposition of the shares of Common Stock.

Item 5.
Ownership of Five Percent or Less of a Class.

N/A

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

On December 31, 2010, participating employees and their designated beneficiaries had some rights to receive dividends from the share of the 11,129,761 shares of Common Stock that was allocated to their accounts under the ESOP and the 401(k) Plan as of that date.

Dividends from the ESOP in the form of stock, and all dividends from the 401(k) Plan are credited back to the respective originating account.  Dividends from the ESOP in the form of cash are, at the direction of the Company, either credited back to the originating account, distributed to the account holder, or used to pay outstanding indebtedness incurred by the ESOP to acquire Common Stock.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
N/A

Item 8.
Identification and Classification of Members of the Group.

 
N/A

Item 9.
Notice of Dissolution of Group.

 
N/A

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.

 
 

 

CUSIP No. 443683107
SCHEDULE 13G/A
Page 6 of 6 Pages
 
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.

HUMAN RESOURCES COMMITTEE OF HUDSON CITY SAVINGS BANK

 
February 8, 2011
 
(Date)        
 
 
  /s/ Ronald E. Hermance, Jr.
 
Name: Ronald E. Hermance, Jr.
 
Title: Member

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