UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 6)
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)
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 this
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. 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 ("ESOP")
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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 6 802,873 (1)
REPORTING -----------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7 0
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SHARED DISPOSITIVE POWER
8 2,025,620
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 2,025,620
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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 11.5% of 17,636,638 shares of Common Stock outstanding as of
December 31, 1998
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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
("RRP")
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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 11,580
BENEFICIALLY ---------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 6 0
REPORTING ---------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7 11,580
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SHARED DISPOSITIVE POWER
8 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,580
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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 0.07% of 17,636,638 shares of Common Stock outstanding as of
December 31, 1998
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TYPE OF REPORTING PERSON*
12 EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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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
("SERP")
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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 6 134,398
REPORTING ---------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 7 134,398
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SHARED DISPOSITIVE POWER
8 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 134,398
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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 0.76% of 17,636,638 shares of Common Stock outstanding as of
December 31, 1998
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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,
on behalf of the ESOP, RRP and SERP
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 a Delaware corporation (ESOP)
Employee Benefit Plan of a New York State 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, as amended or
an endowment fund.
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Page 4 of 7 pages
ITEM 4
OWNERSHIP:
The following information with respect to the ESOP's, RRP's
and SERP's aggregate ownership of Common Stock is provided as of December 31,
1998. 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. . . . . 2,171,598
(b) PERCENT OF CLASS . . . . . . . . . . . . 12.3%
(c) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . . 11,580
(ii)SHARED POWER TO VOTE OR TO
DIRECT THE VOTE. . . . . . . . . 937,271(1)
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 145,978
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 2,025,620
The 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") of 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").
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
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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. In the event that a participant does not
direct the voting of shares that are held in the ESOP that have been allocated
to the participant's account, 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 these nondirected shares.
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Page 5 of 7 pages
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 proportions 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, 1998, 1,222,747 shares of Common Stock had been allocated to
Participant accounts, and 802,873 shares of Common Stock had not been allocated
to Participant accounts.
The RRP 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.
Currently, none of the shares held by the RRP have been granted. The Committee
may also direct Marine as to the manner of exercise of any rights to tender
shares held in the RRP.
The SERP was adopted by the board of Directors on March 21,
1989, and amended and restated as of March 16, 1993 and as amended as of
November 16, 1998. 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 Marine serves as trustee. Pursuant to the written plan document
and trust agreement, Marine votes shares held in the SERP, generally in its
discretion, but at the direction of the Committee as specified in the plan
document, 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.
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
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Page 6 of 7 pages
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 and may be invested at the discretion of the Trustee.
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 12, 1999
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
