UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
T R Financial Corp.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
872630-10-8
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(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 13d-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 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>
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CUSIP No. 872630-10-8 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
T R Financial Corp. 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
Employee benefit plan of a Delaware corporation.
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5 SOLE VOTING POWER
0
-------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,058,945
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,058,945
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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
12.1% of 8,787,020 shares of Common Stock outstanding as of
December 31, 1996
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 pages
ITEM 1(a)
NAME OF ISSUER: T R Financial Corp. ("Company")
ITEM 1(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 1122 Franklin Avenue
Garden City, NY 11530
ITEM 2(a)
NAME OF PERSON FILING: T R Financial Corp. Employee Benefits Committee
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o T R Financial Corp.
1122 Franklin Avenue
Garden City, NY 11530
ITEM 2(c)
CITIZENSHIP: Employee benefit plan of Delaware corporation.
ITEM 2(d)
TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share
("Common Stock").
ITEM 2(e)
CUSIP NUMBER: 872630-10-8
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 or 1974 or an
endowment fund.
ITEM 4
OWNERSHIP:
The following information with respect to the Plan's ownership
of Common Stock is provided as of December 31, 1996. 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. . . . . 1,058,945
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Page 4 of 6 pages
(b) PERCENT OF CLASS . . . . . . . . . . . . 12.1%
(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. . . . . . . . . 0
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 0
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 1,058,945
The Plan was adopted by the Board of Directors of the Company,
effective as of January 1, 1993, amended and restated effective as of January 1,
1994 and further amended effective January 1, 1996. It is a tax-qualified plan
under the Internal Revenue Code of 1986, as amended. The Plan is administered by
the Employee Benefits Committee ("Committee") of Roosevelt Savings Bank
("Bank"), which is a wholly-owned subsidiary of the Company. The Committee
currently consists of three officers of the Bank, and the assets of the Plan are
held in a trust ("Trust") for which State Street Bank and Trust Company serves
as trustee ("Trustee").
Pursuant to the written plan document governing the Plan
("Plan Document"), each Participant in the Plan ("Participant") is entitled to
direct the Trustee as to the manner in which Common Stock held by the Plan and
allocated to his or her account is voted on all matters on which shareholders of
the Company may vote. Any unallocated Common Stock is generally required to be
voted by the Trustee in the same proportion as Common Stock which has been
allocated to Participants is directed to be voted. Each Participant also has the
right to direct whether Common Stock held by the Plan and allocated to his or
her account should be delivered by the Trustee in response to a tender offer
made to holders of Common Stock and to direct the assertion of dissenters'
rights with respect to any matter in which holders of Common Stock have the
right to assert such rights. Any unallocated Common Stock is generally required
to be delivered by the Trustee in response to a tender offer, and dissenters'
rights with respect to such unallocated Common Stock are required to be
asserted, in the same proportion as Common Stock which has been allocated to
Participants. The Committee shares dispositive power over Common Stock held
under the Plan because, pursuant to the Plan Document and Trust Agreement, the
Committee can direct the Trustee to purchase or sell shares of Common Stock if
it considers such action to be in the interests of the Participants.
Notwithstanding the foregoing, the Trustee is required to vote or deliver, or to
assert dissenters' rights with respect to, all unallocated Common Stock in a
manner determined by the Trustee to be in the best interests of Participants and
their beneficiaries. Of the 1,058,945 shares of Common Stock held by the Plan as
of December 31, 1996, 431,192 were allocated to the accounts of Participants.
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Page 5 of 6 pages
ITEM 5
Not applicable.
ITEM 6
Dividends declared on Common Stock held by the Plan which has
been allocated to the account of a Participant are allocated to the account of
such Participant. Such dividends may be held and invested in the same manner as
funds generally held or invested by the Plan which are not invested in Common
Stock or distributed to Participants in accordance with and at such time as
provided in the Plan Document. Participants may receive, or direct the receipt
of, proceeds of the sale of Common Stock held by the Plan and allocated to their
accounts to the extent they have become vested in such Common Stock and at such
times as provided in the Plan Document. Dividends declared on Common Stock held
by the Plan and not allocated to the account of a Participant are used to repay
any loan made to the Plan for the purpose of enabling it to purchase Common
Stock. No Participant has the right to receive or the power to direct the
receipt of dividends on, or the proceeds of the sale of, a number of shares held
by the Plan which exceeds 5% of the Common Stock issued and outstanding as of
the date hereof.
ITEM 7
Not applicable.
ITEM 8
Not applicable.
ITEM 9
Not applicable.
ITEM 10
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 purposes or effect.
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Page 6 of 6 pages
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.
Date: February 10, 1997
T R FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
By: Employee Benefits Committee of
Roosevelt Savings Bank
By /s/ Ira H. Kramer
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Ira H. Kramer
Member
By /s/ Elaine E. Cordiello
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Elaine E. Cordiello
Member
By /s/ Rosemary Roser
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Rosemary Roser
Member
