SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 1)
Warwick Community Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
936559103
- --------------------------------------------------------------------------------
(CUSIP Number)
N/A
- --------------------------------------------------------------------------------
Date of Event which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which the
Schedule is filed:
/X/ Rule 13d-1(b)
/ / 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 ("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).
<PAGE>
- ---------------------------------- ----------------------------------
CUSIP No. 936559-10-3 13G Page 2 of 6 Pages
------------------ -- --
- ---------------------------------- ----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Warwick Community 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
Delaware Corporation's employee benefit plan
- ---------- ---------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 444,683(1)
REPORTING ------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
------------------------------------------------------
8 SHARED DISPOSITIVE POWER
528,523
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,523
- ----------- --------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
- ----------- --------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0% of 6,606,598 shares of Common Stock outstanding as of
December 31, 1998
- ----------- --------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
EP
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
(FOOTNOTE ON PAGE 4)
<PAGE>
Page 3 of 6 Pages
ITEM 1(a)
NAME OF ISSUER: Warwick Community Bancorp, Inc. ("Company")
ITEM 1(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 18 Oakland Avenue
Warwick, NY 10990-0591
ITEM 2(a)
NAME OF PERSON FILING: Warwick Community Bancorp, Inc. Employee Stock
Ownership Plan Trust
Trustee: Marine Midland Bank
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: 140 Broadway
New York, NY
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: 936559103
ITEM 3
The person filing is an:
(f) |X| Employee Benefit Plan or Pension Fund which is
subject to the provisions of the Employee Retirement Income Security Act of 1974
or an Endowment Fund.
<PAGE>
Page 4 of 6 Pages
ITEM 4
OWNERSHIP:
The following information with respect to the Plan's ownership
of Common Stock is provided as of December 31, 1998. None of the shares set
forth below constitute shares the beneficial ownership of which the Plan had the
right to acquire within 60 days following such
date.
(a) AMOUNT BENEFICIALLY OWNED. . . . . 528,523
(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
(ii) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE. . . . . . . . . 444,683(1)
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 0
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 528,523
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, 83,840 of such shares of Common
Stock had been allocated to individual accounts established for participating
employees and their beneficiaries, and 444,683 of such 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, has shared
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 have no dispositive power.
- -----------------
(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 be voted in proportion to the directions
received, in the same manner as the unallocated shares are voted, and the
Trustee would be deemed to have voting power over such
shares.
<PAGE>
Page 5 of 6 Pages
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
Not applicable
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 Company, either (i) credited to the respective individual accounts, (ii)
distributed immediately to the participating employees and their beneficiaries,
(iii) distributed to the participating employees and their beneficiaries within
90 days of the close of the ESOP 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.
ITEM 7
Not applicable
ITEM 8
Not applicable
ITEM 9
Not applicable
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 and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired and are not held in
connection with or as a participant in any transaction having such purpose or
effect.
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.
<PAGE>
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.
FEBRUARY 12, 1999
- --------------------------------------------------------------------------------
(Date)
WARWICK COMMUNITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
By: Marine Midland Bank, as Trustee
By: /s/ Reymar S. Torres
--------------------------------------------------------------
(Signature)
Reymar S. Torres, Vice President
--------------------------------------------------------------
(Name/Title)
