SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 2)*
Warwick Community 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)
936559-10-3
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(CUSIP Number)
N/A
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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).
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CUSIP No. 936559-10-3 13G Page 2 of 6 Pages
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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
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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
Delaware Corporation's employee benefit plan
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 452,900
REPORTING ------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
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8 SHARED DISPOSITIVE POWER
527,714
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
527,714
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4% of 5,052,861 shares of Common Stock outstanding as of
December 31, 1999
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
(footnote on page 4)
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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 Committee
ITEM 2(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Warwick Community Bancorp, Inc.
18 Oakland Avenue
Warwick, NY 10990-0591
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: 936559-10-3
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.
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Page 4 of 6 Pages
ITEM 4
OWNERSHIP
The following information with respect to the ownership of Common
Stock by the Warwick Community Bancorp, Inc. Employee Stock Ownership Plan
("Plan") is provided as of December 31, 1999. 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 ........ 527,714
(B) PERCENT OF CLASS .............. 10.4%
(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 ......... 452,900(1)
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF ........ 0
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF ........ 527,714
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 HSBC Bank USA, as Plan Trustee,
as of December 31, 1999. As of December 31, 1999, 74,814(2) of such shares of
Common Stock had been allocated to individual accounts established for
participating employees and their beneficiaries, and 452,900 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
Committee and the Plan Trustee, has shared voting power over all shares of
unallocated Common Stock. Any shares of unallocated Common Stock is generally
required to be
_______________
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 Committee would be deemed to have voting power over such shares.
2 This number does not reflect the allocation of shares to individual
accounts for 1999, which allocation is expected to be completed within the next
few months.
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Page 5 of 6 Pages
directed by the Committee 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 Committee and the Plan Trustee, has
shared dispositive power over all unallocated Common Stock held by the reporting
person. The reporting person, acting through the Committee and 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. Any unallocated
Common Stock is generally required to be directed by the Committee 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, the fiduciary responsibility provisions of ERISA may
cause the Committee and the Plan Trustee to exercise 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.
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Page 6 of 6
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, 2000
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(Date)
WARWICK COMMUNITY BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
By: Warwick Community Bancorp, Inc. Employee Stock Ownership Plan
Committee
By: /s/ Timothy A. Dempsey
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Timothy A. Dempsey
Member
By: /s/ Ronald J. Gentile
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Ronald J. Gentile
Member
By: /s/ Nancy L. Sobotor-Littell
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Nancy L. Sobotor-Littell
Member
By: /s/ Barbara A. Rudy
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Barbara A. Rudy
Member
By: /s/ Arthur W. Budich
---------------------------------------
Arthur W. Budich
Member
