- ---------------------------------- -----------------------------
CUSIP No. 443683 10 7 Page 1 of 8 Pages
-------------------
- ---------------------------------- -----------------------------
----------------------------------
OMB APPROVAL
----------------------------------
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per form...............14.90
----------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
Hudson City Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
443683 10 7
- --------------------------------------------------------------------------------
(CUSIP Number)
Leonard S. Gudelski
Chairman and Chief Executive Officer
Hudson City, MHC
West 80 Century Road
Paramus, New Jersey 07652
Telephone No. (201) 967-1900
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 13, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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>
SCHEDULE 13D
- ---------------------------------- -----------------------------
CUSIP No. 443683 10 7 Page 2 of 8 Pages
-------------------
- ---------------------------------- -----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hudson City, M.H.C. EIN: To be applied for.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) / /
b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO - Acquired in corporate reorganization - See response to Item 3.
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 61,288,300
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
61,288,300
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,288,300
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (110 EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
The securities as to which this Schedule 13D (the "Schedule") relates
are shares of common stock, par value $.01 per share (the "Common Stock"), of
Hudson City Bancorp, Inc., a Delaware corporation (the "Company"),having its
principal office at West 80 Century Road, Paramus, New Jersey 07652.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Schedule 13D is being filed by Hudson City, M.H.C., a New
Jersey chartered mutual savings bank holding company (the "MHC"). The MHC's
principal business is holding 53.0% of the Common Stock of the Company. The
business address of the MHC is West 80 Century Road, Paramus, New Jersey 07652.
The following information is being provided with respect to each
executive officer and director of the MHC (the "Insiders").
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
<S> <C>
Leonard S. Gudelski Chairman of the Board and Chief Executive Officer of the
Company, the MHC and Hudson City Savings Bank (the
"Bank").
Ronald E. Hermance, Jr. President, Chief Operating Officer and Director of Company,
the MHC and the Bank.
Verne S. Atwater Director of the Company, the MHC and the Bank and
Professor of Finance Emeritus in Residence at Lubin Business
School.
John D. Birchby Director of the Company, the MHC
and the Bank and Partner in the law firm of
Dieffenbach, Witt & Birchby.
Kenneth L. Birchby Director of the Company, the MHC and the Bank; Retired.
Victoria H. Bruni Director of the Company, the MHC and the Bank and Vice
President at Ramapo College..
William J. Cosgrove Director of the Company, the MHC and the Bank and
Executive Vice President for Citadel Group Representatives
Inc.
Andrew J. Egner, Jr. Director of the Company, the MHC and the Bank; Retired.
John W. Klie Director of the Company, the MHC and the Bank; Retired.
Donald O. Quest Director of the Company, the MHC and the Bank;
Neurological Surgeon.
Page 3 of 8 Pages
<PAGE>
Arthur V. Wynne, Jr. Director of the Company, the MHC and the Bank and Partner
of Burrelle's Information Services.
John M. Tassillo Executive Vice President, Treasurer and Secretary of the
Company and the MHC; Executive Vice President and
Treasurer of the Bank.
Michael B. Lee First Vice President and Secretary of the Bank.
James C. Kranz First Vice President and Investment Officer of the Bank.
V. Barry Corridon First Vice President of Mortgage Servicing of the Bank.
Thomas E Laird First Vice President and Mortgage Officer of the Bank.
</TABLE>
(d) During the last five years, neither the MHC nor the
Insiders has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither the MHC nor the
Insiders has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) All of the Insiders are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 13, 1999, the Bank consummated its reorganization into the
mutual savings bank holding company form of organization, whereby the following
steps were taken: (i) the Bank organized an interim stock savings bank as a
wholly owned subsidiary ("Interim One"); (ii) Interim One organized an interim
stock savings bank as a wholly owned subsidiary ("Interim Two"); (iii) Interim
One organized the Company as a wholly owned subsidiary; (iv) the Bank exchanged
its charter for a New Jersey stock savings bank charter to become the Bank in
stock form and Interim One exchanged its charter for a New Jersey mutual savings
bank holding company charter to become the MHC; (v) simultaneously with step
(iv), Interim Two merged with and into the Bank with the Bank as the resulting
institution; (vi) all of the initially issued stock of the Bank was transferred
to the MHC in exchange for membership interests in the MHC; and (vii) the MHC
contributed the capital stock of the Bank to the Company, and the Bank in stock
form became a wholly owned subsidiary of the Company.
In connection with the reorganization, the Company sold 54,350,000
shares of its Common Stock at $10.00 per share to the public and issued
61,288,300 shares of such Common Stock to the MHC. In connection with Step (iii)
above, Interim I purchased 61,288,300 shares of the Company for $612,883. As
discussed in Step (iv) above, Interim I became the MHC. The funds to purchase
the Company's shares originated from Interim's One organizational funds.
Page 4 of 8 Pages
<PAGE>
.
ITEM 4. PURPOSE OF TRANSACTION
The reorganization will afford the Bank greater operating flexibility
to meet current and future business goals. The mutual holding company corporate
structure will better position the Bank to compete with other financial
institutions and to take advantage of business opportunities. By issuing only a
minority of Company's common stock to the public, the organization preserves its
ability to remain an independent community-oriented organization.
Although, the MHC and Insiders intend to exercise their rights as
stockholders, they do not currently have any plans or proposals which relate to
or would result in: (a) the acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company; (b) an
extraordinary corporate transaction, such as merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or terms of
directors or to fill any vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any other material
change in the Company's business or corporate structure; (g) any change in the
Company's charter, by-laws, or other instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system or a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) The MHC beneficially owns (with sole voting and
dispositive power) an aggregate of 61,288,300 shares of Common Stock or 53.0% of
the shares issued and outstanding on July 13, 1999. The Insiders individually
have the sole power tovote and the sole power to dispose of the shares of Common
Stock owned by them, except as otherwise indicated. The following information is
provided with respect to the Insiders as of July 13, 1999:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
DIRECTLY AND OUTSTANDING SHARES
NAME BENEFICIALLY OWNED OF COMMON STOCK
---- ------------------ ---------------
<S> <C> <C>
Leonard S. Gudelski 120,001(2) (1)
Page 5 of 8 Pages
<PAGE>
Ronald E. Hermance, Jr. 57,061(3) (1)
Verne S. Atwater 5,000 (1)
John D. Birchby 400,000(4) (1)
Kenneth L. Birchby 100,000(5) (1)
Victoria H. Bruni 5,000 (1)
William J. Cosgrove 10,000 (1)
Andrew J. Egner, Jr. 40,000(6) (1)
John W. Klie 10,000(7) (1)
Donald O. Quest 20,000(8) (1)
Arthur V. Wynne, Jr. 100,000(9) (1)
John M. Tassillo 30,626(10) (1)
Michael B. Lee 11,623(11) (1)
James C. Kranz 22,646(12) (1)
V. Barry Corridon 19,521(13) (1)
Thomas E. Laird 28,433(14) (1)
</TABLE>
- -----------------------
(1) Less than 1% of the total outstanding shares of Common Stock.
(2) Mr. Gudelski shares voting and dispositive power for 60,000
shares with his spouse.
(3) Mr. Hermance shares voting and dispositive power for 4,500
shares with his spouse. Mr. Hermance shares voting and
dispositive power for 1,000 shares with his spouse and
daughter. Mr. Hermance shares voting and dispositive power for
2,000 shares with his spouse and sons. Includes 49,561 shares,
representing Mr. Hermance's undivided 7.17% interest in
691,600 shares held in the Employer Stock Fund of the Bank's
Profit Incentive Bonus Plan. Mr. Hermance shares voting and
dispositive power for the 49,561 shares with other
participants in the Bank's Profit Incentive Bonus Plan to the
extent of his percentage interest.
(4) Mr. John Birchby shares voting and dispositive power for
87,500 shares with his spouse. Mr John Birchby shares voting
and dispositive power for 225,000 shares with his children.
(5) Mr. Kenneth Birchby shares voting and dispositive power for
50,000 shares with his spouse.
(6) Mr. Egner shares voting and dispositive power for 20,000
shares with his spouse.
(7) Mr. Klie shares voting and dispositive power for 7,500 shares
with his spouse.
(8) Mr. Quest shares voting and dispositive power for 8,000 shares
with his spouse.
(9) Mr. Wynne shares voting and dispositive power for 50,000
shares with his spouse.
Page 6 of 8 Pages
<PAGE>
(10) Includes 28,125 shares, representing Mr. Tassillo's undivided
4.07% interest in 691,600 shares held in the Employer Stock
Fund of the Bank's Profit Incentive Bonus Plan. Mr. Tassillo
shares voting and dispositive power for the 28,125 shares with
other participants in the Bank's Profit Incentive Bonus Plan
to the extent of his percentage interest.
(11) Mr. Lee shares voting and dispositive power for 1,200 shares
with his spouse and mother-in-law. Includes 10,422 shares,
representing Mr. Lee's undivided 1.51% interest in 691,600
shares held in the Employer Stock Fund of the Bank's Profit
Incentive Bonus Plan. Mr. Lee shares voting and dispositive
power for the 10,422 shares with other participants in the
Bank's Profit Incentive Bonus Plan to the extent of his
percentage interest.
(12) Includes 12,645 shares, representing Mr. Kranz's undivided
1.83% interest in 691,600 shares held in the Employer Stock
Fund of the Bank's Profit Incentive Bonus Plan. Mr. Kranz
shares voting and dispositive power for the 12,645 shares with
other participants in the Bank's Profit Incentive Bonus Plan
to the extent of his percentage interest.
(13) Includes 12,520 shares, representing Mr. Corridon's undivided
1.81% interest in 691,600 shares held in the Employer Stock
Fund of the Bank's Profit Incentive Bonus Plan. Mr. Corridon
shares voting and dispositive power for the 12,520 shares with
other participants in the Bank's Profit Incentive Bonus Plan
to the extent of his percentage interest.
(14) Includes 20,907 shares, representing Mr. Laird's undivided
3.02% interest in 691,600 shares held in the Employer Stock
Fund of the Bank's Profit Incentive Bonus Plan. Mr. Laird
shares voting and dispositive power for the 20,907 shares with
other participants in the Bank's Profit Incentive Bonus Plan
to the extent of his percentage interest. Mr. Laird shares
voting and dispositive power for 25 shares with his child.
(c) Not applicable.
(d) No person or entity other than the MHC has the right to
receive, or the power to direct the receipt of dividends from, or the proceeds
from the sale of the shares of the MHC's Common Stock reported in this schedule.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As of the date of this Schedule 13D, neither the MHC nor any of the
Insiders is a party to any contract, arrangement, understanding or relationship
(legal or otherwise) among themselves or with any other person or persons with
respect to the Common Stock, including but not limited to transfer or voting of
any of the Common Stock, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
the giving
Page 7 of 8 Pages
<PAGE>
or withholding of proxies or otherwise subject to a contingency the occurrence
of which would give another person voting or investment power over the Common
Stock.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS
None.
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.
Hudson City, MHC
By: /s/ Ronald E. Hermance, Jr.
Ronald E. Hermance, Jr.
President and Chief Operating Officer
August 2, 1999
Page 8 of 8 Pages
