UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
ALBANK FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
012046108
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13s-7).
* 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 on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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 1 of 6 Pages
<PAGE>
CUSIP No. 012046108 13G Page 2 of 6 Pages
------------ --- ---
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
ALBANK, FSB
Incentive Savings and Employee Stock Ownership Plan
(IRS No. 13-6989010
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY:
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
Federally chartered stock savings institution's
employee benefit plan organized in New York.
- --------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER: --
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 977,541
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: --
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER: 977,541
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
977,541
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES / /
CERTAIN SHARES*:
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
7.57%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON:
EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
Check the following box if a fee is being paid with this statement [ ].
Item 1(a). Name of Issuer:
ALBANK Financial Corporation (the "Issuer")
--------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
ALBANK Financial Corporation
10 North Pearl Street
Albany, New York 12207
--------------------------------------------------------------
Item 2(a). Name of Person Filing:
ALBANK, FSB, Incentive Savings and
Employee Stock Ownership Plan (the "Plan")
--------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if none,
Residence:
ALBANK, FSB
10 North Pearl Street
Albany, New York 12207
--------------------------------------------------------------
Item 2(c). Citizenship:
Federally chartered stock savings institution's
employee benefit plan organized in New York
--------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common Stock par value $0.01 per share (the "Common Stock")
--------------------------------------------------------------
Item 2(e). CUSIP Number:
012046108
--------------------------------------------------------------
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act:
Page 3 of 6 Pages
<PAGE>
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act:
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act;
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940;
(f) [x] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund;
See (SectionMark)240.13d-l(b)(l)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with
(SectionMark)240.13d-l(b)(l)(ii)(G);
(h) [ ] Group, in accordance with
(SectionMark)240.13d-l(b)(l)(ii)(H);
--------------------------------------------------------------
Item 4. Ownership:
(a) Amount Beneficially Owned as of December 31, 1996:
977,541 Shares.
--------------------------------------------------------------
(b) Percent of Class:
7.57%
--------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
--
--------------------------------------------------------------
(ii) Shared power to vote or to direct the vote:
977,541
--------------------------------------------------------------
(iii) Sole power to dispose or to direct the
disposition of:
--
--------------------------------------------------------------
(iv) Shared power to dispose or to direct the
disposition of:
977,541
--------------------------------------------------------------
Page 4 of 6 Pages
<PAGE>
As of December 31, 1996, the reporting person
beneficially owned 977,541 shares of Common Stock. In
accordance with Rio Grande Industries, Incorporated, SEC No
Action Letter, [1989-1990 Transfer Binder] Fed. Sec. L. Rep.
(CCH) (ParagraphMark)79,318 (publicly available April 5,
1989), this number of shares represents all of the unallocated
shares of Common Stock in the employee stock ownership portion
of the Plan as of December 31, 1996 (753,480 shares), plus the
number of allocated shares of Common Stock in each of the
employee stock ownership and 401(k) portions of the Plan for
which no voting instructions were received in the Issuer's
most recent meeting of shareholders held on May 22, 1996
(181,638 shares and 42,423 shares, respectively). 977,541
shares represents 7.57% of the Common Stock, based upon
12,910,763 shares of the Common Stock outstanding as of
December 31, 1996. As of December 31, 1996, the reporting
person has sole power to vote or to direct the vote of none of
the shares of Common Stock and shared power with the
participants in the Plan to vote or to direct the vote of
977,541 of the shares of Common Stock. As of December 31,
1996, the reporting person has sole power to dispose or to
direct the disposition of none of the shares of Common Stock
and shared power with the participants in the Plan to dispose
or to direct the disposition of 977,541 of the shares of
Common Stock.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
--------------------------------------------------------------
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
The reporting person is an employee benefit plan subject to
the provisions of the Employee Retirement Income Security Act
of 1974, as amended.
--------------------------------------------------------------
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company:
Not Applicable.
--------------------------------------------------------------
Page 5 of 6 Pages
<PAGE>
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 in
the ordinary course of business and were not acquired 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 in connection with or as a participant in
any transaction having such 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.
Dated: February 13, 1997
ADMINISTRATIVE COMMITTEE OF THE
HUMAN RESOURCES COMMITTEE OF THE
BOARD OF DIRECTORS OF ALBANK, FSB
By /s/ HERBERT G. CHORBAJIAN
--------------------------------
Name: Herbert G. Chorbajian
Title: Member
Page 6 of 6 Pages
