SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
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. ___)*
TROY FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK 0.0001 PAR VALUE PER SHARE
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(Title of Class of Securities)
897329 10 8
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(CUSIP Number)
December 31, 1999
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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)
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CUSIP NO. 897329 10 8 Page 2 of 5
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Troy Savings Bank 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
United States
5.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
911,286
6.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
59,836
7.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
911,286
8.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
59,836
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
971,122
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
( )
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.00%
12.
TYPE OF REPORTING PERSON
EP
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CUSIP NO. 897329 10 8 Page 3 of 5 Pages
Item 1(a) Name of Issuer:
Troy Financial Corporation
Item 1(b) Address of Issuer's Principal Executive Office:
32 Second Street
Troy, New York 12180
Item 2(a) Name of Person Filing:
The Troy Savings Bank Employee Stock Ownership Plan Trust
Item 2(b) Address of Principal Business Office or, if None, Residence:
The Troy Financial Corporation
32 Second Street
Troy, New York 12180
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock, par value 0.0001 per share
Item 2(e) CUSIP Number:
897329 10 8
Item 3. If this statement is filed pursuant to Rules 13-d(b), or
13D-2(b), check whether the person is filing as a:
[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:
971,122
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CUSIP NO. 897329 10 8 Page 4 of 5 Pages
(b) Percent of class:
8.00%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
911,286
(ii) Shared power to vote or to direct the vote
59,836
(iii) Sole power to dispose or to direct the
disposition of
911,286
(iv) Shared power to dispose or to direct the
disposition of
59,836
The Troy Savings Bank Employee Stock Ownership Plan Trust (the
"Trust") was established pursuant to The Troy Savings Bank
Employee Stock Ownership Plan ("ESOP"). Under the terms of the
ESOP, the Trustee must vote the allocated shares held in the
ESOP in accordance with the instructions of the participating
employees. Unallocated shares held in the ESOP will be voted
by the ESOP Trustee in the same proportion for and against
proposals to shareholders as the ESOP participants and
beneficiaries actually vote shares of Common Stock allocated
to their individual accounts. Any allocated shares that are
not voted will be disregarded in determining the percentage of
stock voted for and against each proposal by the participants
and beneficiaries.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
RSGroup Trust Company is the trustee ("Trustee") of the Trust
which holds 971,122 shares of Common Stock, of which 59,836
shares have been allocated to the accounts of participating
employees as of December 31, 1999, and 911,286 shares of which
have not yet been allocated to the accounts of participating
employees and which will be voted by the Trustee pursuant to
the terms of the ESOP and may be deemed to be beneficially
owned by the Trust. The ESOP does not own more than 5% on
behalf of another person.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not Applicable.
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CUSIP NO. 897329 10 8 Page 5 of 5 Pages
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
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 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.
The Troy Savings Bank Employee Stock
Ownership Plan Trust
Date: February 14, 2000 By: /s/ Stephen P. Pollack
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Name: Stephen P. Pollack
Title:Executive Vice President
of RSGroup Trust Company
Trustee for The Troy Savings Bank
Employee Stock Ownership Plan Trust
