-----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, QjSBlnqBdnD72df6JHtmUi0ixMi56zi8/4tpBOj2rAqv/pk5yHs1jhVVIMJ9XzVk O+l9L+FIPBbNNb/LXPs4FA== 0001065407-04-000046.txt : 20040204 0001065407-04-000046.hdr.sgml : 20040204 20040204161147 ACCESSION NUMBER: 0001065407-04-000046 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENCE COMMUNITY BANK CORP CENTRAL INDEX KEY: 0000945734 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 113387931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55779 FILM NUMBER: 04567020 BUSINESS ADDRESS: STREET 1: 195 MONTAGUE ST CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: 7187225300 MAIL ADDRESS: STREET 1: 195 MONTAGUE ST CITY: BROOKLYN STATE: NY ZIP: 11201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENCE COMMUNITY BANK EMPLOYEE STOCK OWNERSHIP PLAN TR CENTRAL INDEX KEY: 0001079788 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 194 MONTAGUE ST CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: 7187225300 MAIL ADDRESS: STREET 1: INDEPENDENCE SAVINGS BANK STREET 2: 194 MONTAGUE ST CITY: BROOKLYN STATE: NY ZIP: 11201 SC 13G/A 1 sc13ga.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5) INDEPENDENCE COMMUNITY BANK CORP. ______________________________________________________________________________ (Name of Issuer) Common Stock, Par Value $.01 Per Share ______________________________________________________________________________ (Title of Class of Securities) 453414 10 4 ______________________________________________________________________________ (CUSIP Number) December 31, 2003 ______________________________________________________________________________ (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) Page 1 of 6 Pages CUSIP No. 453414 10 4 13G/A Page 2 of 6 Pages ______________________________________________________________________________ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Independence Community Bank Corp. 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 New York ______________________________________________________________________________ 5. SOLE VOTING POWER - - _________________________________________________________________ NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 3,943,009 OWNED BY _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON WITH - - _________________________________________________________________ 8. SHARED DISPOSITIVE POWER 5,358,780 ______________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,358,780 ______________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ______________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% ______________________________________________________________________________ 12. TYPE OF REPORTING PERSON EP ______________________________________________________________________________ CUSIP No. 453414 10 4 13G/A Page 3 of 6 Pages Item 1(a). Name of Issuer: Independence Community Bank Corp. Item 1(b). Address of Issuer's Principal Executive Offices: 195 Montague Street Brooklyn, New York 11201 Item 2(a). Name of Person Filing: Independence Community Bank Corp. Employee Stock Ownership Plan Trust, RSGroup Trust Company, Trustee Item 2(b). Address of Principal Business Office or, if None, Residence: Independence Community Bank Corp. 195 Montague Street Brooklyn, New York 11201 Item 2(c). Citizenship: New York Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 453414 10 4 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is: (f) [X] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). CUSIP No. 453414 10 4 13G/A Page 4 of 6 Pages Item 4. Ownership. (a) Amount beneficially owned: 5,358,780 (b) Percent of class: 9.8% (based upon 54,475,715 shares issued and outstanding as of December 31, 2003) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 ----- (ii) Shared power to vote or to direct the vote 3,943,009 (1) ------------- (iii) Sole power to dispose or to direct the disposition of 0 ---- (iv) Shared power to dispose or to direct the disposition of 5,358,780 --------- The reporting person is 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. The reporting person's assets are held in trust by a trustee ("Plan Trustee"). The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by RSGroup Trust Company, as Plan Trustee, as of December 31, 2003. As of December 31, 2003, 1,415,771 shares of Common Stock were allocated to individual accounts established for participating employees and their beneficiaries, and 3,943,009 shares were held, unallocated, for allocation in future years. In general, participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts. Such allocated shares are, therefore, not included as shares over which the reporting person has sole or shared voting power. The reporting person, ________________________ (1) This number reflects the unallocated shares held in the ESOP. All allocated ESOP shares have pass-through voting. In the event that a participant does not direct his/her vote, those shares would not be voted, unless the Trustee determines that compliance with applicable law, compliance with its fiduciary duties requires the Trustee to vote such shares. CUSIP No. 453414 10 4 13G/A Page 5 of 6 Pages through the Plan Trustee, has shared voting power over unallocated Common Stock. Any unallocated Common Stock is generally required to be voted by the Plan Trustee in the same proportion as Common Stock which has been allocated to Participants is directed to be voted. The reporting person, through the Plan Trustee, shares dispositive power over all unallocated Common Stock held by the reporting person. The reporting person, acting through the Plan Trustee, shares dispositive power over allocated Common Stock with participating employees and their beneficiaries, who have the right to determine whether Common Stock allocated to their respective accounts will be tendered in response to a tender offer but otherwise has no dispositive power. Any unallocated Common Stock is generally required to be tendered by the Plan Trustee in a tender offer in the same proportion as Common Stock which has been allocated to Participants is directed to be tendered. In limited circumstances, ERISA may confer upon the Plan Trustee the power and duty to control the voting and tendering of Common Stock allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights. The reporting person disclaims voting power with respect to such allocated Common Stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable since the reporting entity owns more than 5% of the class. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Dividends on Common Stock allocated to the 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 Plan Administrator, either (i) credited to the respective individual accounts, or (ii) used to pay principal and interest on outstanding indebtedness incurred by the reporting person 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. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable since the reporting entity is not a member of a group. CUSIP No. 453414 10 4 13G/A Page 6 of 6 Pages Item 9. Notice of Dissolution of Group. Not applicable since the reporting entity is not a member of a group. 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. This report is not an admission that RSGroup Trust Company is the beneficial owner of any securities covered by this report, and RSGroup Trust Company expressly disclaims beneficial ownership of all shares reported herein pursuant to Rule 13d-4. INDEPENDENCE COMMUNITY BANK CORP. EMPLOYEE STOCK OWNERSHIP PLAN TRUST By: RSGroup Trust Company, Trustee February 3, 2004 By: /s/Stephen P. Pollak ------------------------------------------- Stephen P. Pollak, Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----