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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ____) (1)
TROY FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
897 32918
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(CUSIP Number)
PAUL J. GOLDMAN, ESQ.
SEGEL, GOLDMAN, MAZZOTTA & SIEGEL, P.C., 5 WASHINGTON SQUARE, ALBANY, NY 12205
TELEPHONE: (518) 452-0941, TELEFAX: (518) 452-0417
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 29, 2000
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter 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 of 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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USIP NO. 897 32918 13D PAGE 2 OF 5 PAGES
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MORRIS MASSRY, O93-20-5464
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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) SOURCE OF FUNDS*
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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(7) SOLE VOTING POWER
NUMBER OF 556,779 (5.0%) (1)
SHARES ------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 556,779 (5.0%) (1)
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
556,779 (5.0%)
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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(14) TYPE OF REPORTING PERSON*
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 897 32918 13D PAGE 3 OF 5 PAGES
Item 1. Security and Issuer.
This statement relates to the common shares of Troy Financial
Corporation (the "Issuer"), which has its principal executive offices
at 32 Second Street, Troy, New York 12180.
Item 2. Identity and Background.
The person filing this statement is a natural person.
(a) The name of the person filing this Schedule is Morris Massry,
residing at 2 Cobblehill Road, Loudonville, New York 12211. (b) The
business address is c/o Executive Park North, 2 Tower Place, Albany, NY
12203.
(c) Mr. Massry is a citizen of the United States of America.
(d) Mr. Massry's principal occupation is real estate investment.
(e) During the last five years, Mr. Massry has not been convicted in a
criminal proceeding. (f) During the last five years, Mr. Massry has not
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 violations with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used in making the purchases by Mr. Massry is funds
owned by him individually and acquired by him as a result of his real
estate investment business activities.
Item 4. Purpose of Transaction.
The purpose of the acquisition of securities of the Issuer is for
investment purposes. The Reporting Person has for a number of years
invested in publicly traded stocks, including bank stocks.
The Reporting Person does not currently have any plans or proposals which relate
to or would result in:
1. the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
2. an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
3. a sale or transfer of a material amount of assets of the Issuer or
of any of its subsidiaries;
4. any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
5. any material changes in the present capitalization or dividend
policy of the Issuer;
6. any other material changes in the present capitalization or
dividend policy of the Issuer;
7. changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
8. causing a class of securities of the Issuer to cease to be
authorized to be quoted in any inter-dealer quotation system of a
registered national securities association;
9. a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
10. any action similar to any of those enumerated above.
There can be no assurance however, that in the future the reporting person may
not pursue any or all of the above.
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CUSIP NO. 897 32918 13D PAGE 4 OF 5 PAGES
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 556,779 shares of the
Issuer's common stock representing five percent (5.0%) of this class of
the Issuer's securities. The Reporting Person's percentage of interest
has been computed on the basis of 10,769,775 shares outstanding as
reported by Issuer on July 28, 2000.
(b) The Reporting Person owns and has the sole power to vote or to
direct the vote, and sole power to dispose or direct the disposition,
of 556,779 shares, or 5.0% of the Issuer's Common Stock.
(c) The following are transactions that were effected by the
Reporting Person:
Transaction Date No. of Shares Price
---------------- ------------ -----
03/31/99 54,392 $535,038.25
04/05/99 70,000 700,000.00
04/06/99 19,500 187,612.00
04/07/99 29,586 278,266.25
04/08/99 2,500 23,905.00
04/09/99 4,500 43,312.50
04/09/99 11,000 105,886.00
04/13/99 6,500 62,957.00
04/14/99 3,000 29,250.00
04/15/99 16,000 157,000.00
04/16/99 76,206 762,060.00
04/21/99 5,000 50,000.00
04/23/99 2,000 19,875.00
05/27/99 4,200 43,050.00
05/28/99 4,000 41,000.00
06/01/99 1,800 18,450.00
06/03/99 3,643 36,885.38
06/08/99 9,900 102,093.75
07/21/99 6,452 64,520.00
07/30/99 10,000 115,625.00
08/05/99 10,000 113,125.00
08/10/99 3,000 33,750.00
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CUSIP NO. 897 32918 13D PAGE 5 OF 5 PAGES
Transaction Date No. of Shares Price
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08/10/99 5,000 56,555.00
08/11/99 7,000 77,000.00
09/15/99 5,000 54,687.50
09/27/99 2,000 21,625.00
10/01/99 8,100 87,581.25
10/21/99 5,000 53,437.50
02/24/00 15,500 146,281.25
2/28/00 20,000 189,007.25
02/29/00 9,000 85,500.00
03/03/00 9,000 85,500.00
03/07/00 21,500 204,250.00
03/10/00 25,000 237,500.00
03/15/00 4,000 35,250.00
6/13/00 10,000 100,625.00
09/29/00 50,000 590,502.35
10/02/00 2,500 29,527.35
10/04/00 5,000 59,677.35
556,779
$5,638,167.93
(d) The following are transactions that were effected by the
Reporting Person:
NONE
(e) ___
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer.
NONE
Item 7. Materials to be Filed as Exhibits.
NONE.
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in the Statement is true,
correct and complete.
Dated: OCTOBER 6, 2000
BY: s/ Morris Massry
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Morris Massry
