-----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, O6KqlVUnNTX+kU+Ad5X72udr5utVSK0/9RcnXQ1Di3Feyrj7GPDo92caRtB89yAv OCQhUdz4JKMpP/5HmohiFg== 0000882377-06-000449.txt : 20060214 0000882377-06-000449.hdr.sgml : 20060214 20060214171513 ACCESSION NUMBER: 0000882377-06-000449 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-56611 FILM NUMBER: 06617155 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 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 1 d428772.htm HUDSON CITY BANCORP, INC.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

 

Hudson City Bancorp, Inc.

(Name of Issuer)

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

443683107

(CUSIP Number)

 

December 31, 2005

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

Rule 13d-1(b)

x

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 (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

13G

Page 2 of 5 Pages

 

1

NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)

Human Resources Committee of Hudson City Savings Bank

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)
(b)

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
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

5

SOLE VOTING POWER

 

699,733

6

SHARED VOTING POWER

 

42,976,148

7

SOLE DISPOSITIVE POWER

 

699,733

8

SHARED DISPOSITIVE POWER

 

46,948,971

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

47,648,704

10

CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*

                                                            

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.09% of 588,905,543 shares of Common Stock outstanding as of December 31, 2005.

12

TYPE OF REPORTING PERSON*                EP

*SEE INSTRUCTION BEFORE FILLING OUT!

 



 

 

 

Item 1(a)

 

Name of Issuer:

Hudson City Bancorp, Inc. (“Company”)

 

Item 1(b)

 

Address of Issuer’s Principal Executive Office:

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 of Principal Business Office:

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 $.01 per share (“Common Stock”)

 

Item 2(e)

 

CUSIP Number:

443683107

 

 

Item 3

 

The person filing is an:

(f) [ x ]   An employee benefit plan or an endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).

 

 



 

Item 4

Ownership

This Schedule 13G provides information concerning shares of Common Stock of the Company owned by the trusts which form part of the Hudson City Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), the Hudson City Savings Bank Profit Incentive Bonus Plan (the "401(k) Plan") and the Hudson City Savings Bank Employee Retirement Plan (the "Retirement Plan") which may be deemed beneficially owned by the Human Resources Committee of Hudson City Savings Bank by virtue of its 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, 2005. 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
(b)  Percent of Class
(c)   Number of shares as to which such person has:
         (i)     sole power to vote or to direct the vote
         (ii)    shared power to vote or to direct the vote
         (iii)   sole power to dispose or to direct disposition of
          (iv)   shared power to dispose or to direct disposition of

47,648,704
8.09%

699,733
42,976,148

699,733

46,948,971

 

The members of the Human Resources Committee of Hudson City Savings Bank are: Ronald E. Hermance, Jr., Denis J. Salamone, Michael W. Azzara, William G. Bardel, Scott A. Belair, and Victoria H. Bruni. 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 Employee Stock Ownership Plan of Hudson City Bancorp, Inc. (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 beneficiaries. As of December 31, 2005, the ESOP owns 42,976,148 shares of the Company's common stock, of which 5,450,945 of such shares had been allocated to individual accounts established for participating employees and their beneficiaries, and 37,525,203 of such shares were held, unallocated, for allocation in future years. These shares have also been reported on the Schedule 13G filed by the Employee Stock Ownership Plan Trust of Hudson City Bancorp, Inc. on February 14, 2006. All shares of common stock owned by the ESOP are held by the ESOP. The Committee has the power and authority to direct the Trustee of the ESOP with 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. At December 31, 2006, the 401(k) Plan held 3,972,823 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.

 

 



 

Retirement Plan. At December 31, 2005, the Retirement Plan held 699,733 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 how to vote the shares of Common Stock and with respect to the disposition of the shares.

 

 

Item 5

 

N/A

Item 6

Dividends on Common Stock allocated to the ESOP accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts. Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash, are, at the direction of the Company, either (i) credited to the respective individual accounts, (ii) distributed to the participating employees and their beneficiaries; (iii) distributed to such person within 90 days of the close of the Plan Year in which such dividends were paid; or (iv) used to pay principal and interest on outstanding indebtedness incurred by the reporting person to acquire Common Stock. The allocation to each account is calculated by multiplying the aggregate amount of such dividends by a fraction, the numerator of which is the balance credited to the account and the denominator of which is the aggregate balances credited to all accounts, all as of the last day of the quarter immediately preceding the quarter in which the dividends are received. Dividends paid on unallocated stock in excess of those needed to fund required annual loan payments are allocated to participant accounts in proportion to compensation.

 

Item 7

 

N/A

Item 8

 

N/A

Item 9

 

N/A

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.

 



 

February 14, 2006

(Date)

THE HUMAN RESOURCES COMMITTEE OF HUDSON CITY SAVINGS BANK

 

 

By: /s/ Michael W. Azzara

 

 

Name:

Michael W. Azzara

 

 

Title:

Committee Member

 

                

 

 

 

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