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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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. 1)
STATEN ISLAND BANCORP, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
857550 10 7
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(CUSIP Number)
December 31, 1998
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(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
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CUSIP NO. 857550 10 7 Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Staten Island Bancorp, Inc. Employee Stock Ownership Plan Trust
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH ------------------------------------------------------
REPORTING
PERSON WITH 6. SHARED VOTING POWER
3,204,657
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7. SOLE DISPOSITIVE POWER
0
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8. SHARED DISPOSITIVE POWER
3,438,500
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,438,500
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
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12. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 857550 10 7 Page 3 of 6 Pages
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Item 1(a) Name of Issuer:
Staten Island Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
15 Beach Street
Staten Island, NY 10304
Item 2(a) Name of Person Filing:
Staten Island Bancorp, Inc. Employee Stock Ownership Plan Trust,
Marine Midland Bank, Trustee
Item 2(b) Address of Principal Business Office or, if None, Residence:
Staten Island Bancorp, Inc.
15 Beach Street
Staten Island, NY 10304
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:
857550 10 7
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).
Item 4. Ownership.
(a) Amount beneficially owned:
3,438,500
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CUSIP NO. 857550 10 7 Page 4 of 6 Pages
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(b) Percent of class: 8.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
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(ii) Shared power to vote or to direct the vote 3,204,657*
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(iii) Sole power to dispose or to direct the disposition of
0
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(iv) Shared power to dispose or to direct the disposition of
3,438,500
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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 is administered by an ESOP
Committee ("ESOP Committee") and its 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 Marine
Midland Bank, as Plan Trustee, as of December 31, 1998. As of December
31, 1998, 233,843 shares of Common Stock were allocated to individual
accounts established for participating employees and their beneficiaries,
and 3,204,657 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, 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.
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* 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 or compliance with the Plans Sponsor's Voting Policy
requires the Trustee to vote such shares.
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CUSIP NO. 857550 10 7 Page 5 of 6 Pages
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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.
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.
Item 9. Notice of Dissolution of Group.
Not applicable since the reporting entity is not a member of a
group.
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CUSIP NO. 857550 10 7 Page 6 of 6 Pages
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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 Marine Midland Bank is the beneficial
owner of any securities covered by this report, and Marine Midland Bank
expressly disclaims beneficial ownership of all shares reported herein
pursuant to Rule 13d-4.
STATEN ISLAND BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By: MARINE MIDLAND BANK, Trustee
February 12, 1999 By: /s/ Reymar S. Torres
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Reymar S. Torres, Vice President
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