UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 5)
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)
*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. 872630-10-8 13G Page 2 of 7 Pages
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NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
1 T R Financial Corp. Employee Stock Ownership Plan
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [ ]
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 Employee Benefit Plan of Delaware Corporation
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NUMBER OF SOLE VOTING POWER
SHARES 5 0
BENEFICIALLY -----------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 6 1,023,094 (1)
REPORTING -----------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7 0
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SHARED DISPOSITIVE POWER
8 2,073,462
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 2,073,462
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 11.8% of 17,598,029 shares of Common Stock outstanding as of
December 31, 1997
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TYPE OF REPORTING PERSON*
12 EP
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*SEE INSTRUCTION BEFORE FILLING OUT! (FOOTNOTE ON PAGE 4)
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CUSIP No. 872630-10-8 13G Page 2A of 7 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
Roosevelt Savings Bank Recognition and Retention Plan for Officers
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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 New York Chartered Stock Savings Bank
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NUMBER OF SOLE VOTING POWER
SHARES 5 0
BENEFICIALLY ---------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 6 11,5801 (1)
REPORTING ---------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7 0
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SHARED DISPOSITIVE POWER
8 34,304
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,304
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 0.2% of 17,598,029 shares of Common Stock outstanding as of
December 31, 1997
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TYPE OF REPORTING PERSON*
12 EP
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*SEE INSTRUCTION BEFORE FILLING OUT! (FOOTNOTE ON PAGE 4)
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CUSIP No. 872630-10-8 13G Page 2B of 7 Pages
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NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
1 Supplemental Executive Retirement Plan of Roosevelt Savings Bank
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
2 (b) / /
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 Employee Benefit Plan of New York Chartered Stock Savings Bank
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NUMBER OF SOLE VOTING POWER
SHARES 5 0
BENEFICIALLY ----------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 6 0
REPORTING ---------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7 106,748
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SHARED DISPOSITIVE POWER
8 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 106,748
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 0.6% of 17,598,029 shares of Common Stock outstanding as of
December 31, 1997
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TYPE OF REPORTING PERSON*
12 EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 7 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: Employee Benefits Committee of Roosevelt Savings Bank
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 (ESOP)
Employee Benefit Plan of New York Chartered Stock Savings
Bank (RRP & SERP)
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 of 1974 or an
endowment fund.
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Page 4 of 7 pages
ITEM 4
OWNERSHIP:
The following information with respect to the Plan's ownership
of Common Stock is provided as of December 31, 1997. 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. . . . . . . . 2,214,514
(B) PERCENT OF CLASS . . . . . . . . . . . . 12.6%
(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. . . . . . . . . 1,034,674(1)
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 106,748
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 2,107,766
The TR Financial Corp. Employee Stock Ownership Plan ("ESOP")
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 ("IRC"). The ESOP is administered by the Employee
Benefits Committee ("Committee") Roosevelt Savings Bank ("Bank"), which is a
wholly-owned subsidiary of the Company. The Committee currently consists of four
officers of the Bank, and the assets of the ESOP are held in a trust ("Trust")
for which State Street Bank and Trust Company serves as trustee ("Trustee").
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1 The number of shares as to which the Committee has voting power are the shares
of the ESOP that are unallocated and shares held in the RRP that are not yet
granted. In the event that a participant does not direct the voting of (i)
shares that are held in the ESOP that have been allocated to the participant's
account or (ii) shares of the RRP that have been granted to the participant but
that have not yet been distributed, then these shares will be voted in the same
proportion as the directed shares and the Committee may be deemed to have voting
power with respect to the shares included in (i) and (ii) above.
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Page 5 of 7 pages
Pursuant to the written plan document governing the ESOP
("ESOP Document"), each Participant in the ESOP ("Participant") is entitled to
direct the Trustee as to the manner in which Common Stock held by the ESOP and
allocated to his or her account is voted on all matters on which shareholders of
the Company may vote (pass through voting). 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 ESOP
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 with the Trustee dispositive
power over Common Stock held under the ESOP as, pursuant to the ESOP Document
and ESOP Trust Agreement, the Committee can direct the Trustee to purchase or
sell shares of Common Stock if the Committee considers such action to be in the
interests of the Participants. As of December 31, 1997, 1,050,368 shares of
Common Stock had been allocated to Participant accounts, and 1,023,094 shares of
Common Stock had not been allocated to Participant accounts.
The Roosevelt Savings Bank Recognition and Retention Plan for Officers
("RRP") for Officers was adopted by the Board of Directors of the Bank,
effective as of June 29, 1993. It is not a tax-qualified plan under the IRC. The
RRP is also administered by the Committee and the assets of the RRP are held in
a trust for which Marine Midland Bank ("Marine") serves as trustee. Pursuant to
the written plan document and trust agreement, each officer has pass-through
voting with respect to the shares granted to him/her. The Committee has the
power to direct the Trustee to vote the shares which have not yet been granted
in the same proportion as the directions received for the granted shares. The
Committee may also direct Marine as to the manner of exercise of any rights to
tender shares held in the RRP.
The Supplemental Executive Retirement Plan of Roosevelt Savings Bank
("SERP") was adopted by the board of Directors on March 21, 1989, and amended
and restated as of March 16, 1993. It is not a tax-qualified plan under the IRC.
The SERP is also administered by the Committee and the assets of the SERP are
held in a trust for which Marines serves as trustee. Pursuant to the written
plan document and trust agreement, Marine has sole discretion to vote shares
held in the SERP and the Committee has the sole power to direct the Trustee to
dispose of any shares held in the SERP.
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable.
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Page 6 of 7 pages
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Dividends declared on Common Stock held by the ESOP which have
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 ESOP which are not invested in Common
Stock or distributed to Participants in accordance with and at such time as
provided in the ESOP Document. Participants may receive, or direct the receipt
of, proceeds of the sale of Common Stock held by the ESOP and allocated to their
accounts to the extent they have become vested in such Common Stock and at such
times as provided in the ESOP Document. Dividends declared on Common Stock held
by the RRP which have been granted to an officer are allocated to the account of
such officer. Dividends declared on Common Stock held by the SERP are held in
the trust in the same manner as the Common Stock and are not allocated to any
individual. No Participant or officer has the right to receive or the power to
direct the receipt of dividends on, or the proceeds of the sale of, more than 5%
of the Common Stock issued and outstanding as of the date hereof.
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable.
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 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 purposes or
effect.
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Page 7 of 7 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.
Date: February 13, 1998
T R FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
ROOSEVELT SAVINGS BANK RECOGNITION AND RETENTION PLAN FOR OFFICERS
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF ROOSEVELT SAVINGS BANK
By: Employee Benefits Committee of
Roosevelt Savings Bank
By: ____________________________
Ira H. Kramer
Member
By: ____________________________
Elaine E. Cordiello
Member
By: ____________________________
Rosemary Roser
Member
By: ____________________________
Maria E. Allison
Member
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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.
Date: February 13, 1998
T R FINANCIAL CORP. EMPLOYEE STOCK OWNERSHIP PLAN
ROOSEVELT SAVINGS BANK RECOGNITION AND RETENTION PLAN
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN OF ROOSEVELT
SAVINGS BANK
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. Condiello
Member
By: /s/ ROSEMARY ROSER
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Rosemary Roser
Member
By: /s/ MARIA E. ALLISON
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Maria E. Allison
Member
