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. 2)
STATEN ISLAND BANCORP, INC.
_____________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
_____________________________________________________________________________
(Title of Class of Securities)
857550 10 7
_____________________________________________________________________________
(CUSIP Number)
December 31, 1999
_____________________________________________________________________________
(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. 857550 10 7 Page 2 of 6 Pages
_____________________ _________________
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Staten Island Bancorp, Inc. 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 - 2,975,753
OWNED BY EACH - ------------------------------------------------------------
REPORTING - 7. SOLE DISPOSITIVE POWER
PERSON WITH -
- - -
- ------------------------------------------------------------
- 8. SHARED DISPOSITIVE POWER
-
- 3,436,959
- ---------------- ------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,436,959
- -----------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
- -----------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
EP
- -----------------------------------------------------------------------------
CUSIP NO. 857550 10 7 Page 3 of 6 Pages
_____________________ _________________
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).
CUSIP NO. 857550 10 7 Page 4 of 6 Pages
_____________________ _________________
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
3,436,959
(b) Percent of class: 8.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
-------------
(ii) Shared power to vote or to direct the vote 2,975,753 (1)
---------------
(iii) Sole power to dispose or to direct the disposition of 0
-------
(iv) Shared power to dispose or to direct the disposition of
3,436,959
----------
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, 1999. As of December 31, 1999, 461,206 shares of Common
Stock were allocated to individual accounts established for
participating employees and their beneficiaries, and 2,975,753 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
_____________________________________
(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 or compliance with the Plan
Sponsor's Voting Policy requires the Trustee to vote such shares.
CUSIP NO. 857550 10 7 Page 5 of 6 Pages
_____________________ _________________
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.
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.
CUSIP NO. 857550 10 7 Page 6 of 6 Pages
_____________________ _________________
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.
STATEN ISLAND BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
February _____, 2000 By:
--------------------------------
William G. Horn, Trustee
February _____, 2000 By:
--------------------------------
William E. O'Mara, Trustee
February 14, 2000 By: /s/ Denis P. Kelleher
--------------------------------
Denis P. Kelleher, Trustee
February 14, 2000 By: /s/ Harry P. Doherty
--------------------------------
Harry P. Doherty, Trustee
February 14, 2000 By: /s/ James R. Coyle
--------------------------------
James R. Coyle, Trustee
