SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 1*
Tappan Zee Financial, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 per share
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(Title of Class of Securities)
876067-10-9
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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).1
*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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1 Pursuant to Exchange Act Release 34-37692, a filing fee is no longer required
in connection with the initial filing of the Schedule 13G.
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CUSIP No. 876067-10-9 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)
Employee Stock Ownership Plan Trust of Tappan Zee
Financial, Inc. and Certain Affiliates
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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
Delaware Corporation's employee benefit plan organized in New
York
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5 SOLE VOTING POWER
0
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 109,416
OWNED BY -------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -------------------------------------------------------
8 SHARED DISPOSITIVE POWER
129,600
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,600
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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
8.4% of 1,539,062 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!
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Page 3 of 6 pages
ITEM 1(a)
NAME OF ISSUER: Tappan Zee Financial, Inc. ("Company")
ITEM 1(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 75 North Broadway
Tarrytown, NY 10591-0187
ITEM 2(a)
NAME OF PERSON FILING: Employee Stock Ownership Plan Trust of
Tappan Zee Financial, Inc. and Certain Affiliates
Trustee: Marine Midland Bank
250 Park Avenue
New York, NY 10177
ITEM 2(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: 75 North Broadway
Tarrytown, NY 10591-0187
ITEM 2(c)
CITIZENSHIP: U.S.A.
ITEM 2(d)
TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share
("Common Stock")
ITEM 2(e)
CUSIP NUMBER: 876067-10-9
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 6 pages
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. . . . . 129,600
(b) PERCENT OF CLASS . . . . . . . . . . . . 8.4%
(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. . . . . . . . . 109,416
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 0
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 129,600
The reporting person is an employee stock ownership plan under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") with individual
accounts for the accrued benefits of participating employees and their
beneficiaries. The reporting person is administered by an ESOP Committee ("ESOP
Committee") and its assets are held in trust by a trustee ("Plan Trustee"). The
number of shares listed as beneficially owned represents the entire number of
shares of Common Stock held by Marine Midland Bank, as Plan Trustee, as of
December 31, 1996. As of December 31, 1996, 20,184 of such shares of Common
Stock had been allocated to individual accounts established for participating
employees and their beneficiaries, and 109,416 of such shares were held,
unallocated, for allocation in future years. In general, participating employees
and their beneficiaries have the power and authority to direct the voting of
shares of Common Stock allocated to their individual accounts. Such allocated
shares are, therefore, not included as shares over which the reporting person
has sole or shared voting power. The reporting person, through the Plan Trustee,
has shared voting power over unallocated Common Stock. Any unallocated Common
Stock is generally required to be voted by the Plan Trustee in the same
proportion as Common Stock which has been allocated to Participants is directed
to be voted. The reporting person, through the Plan Trustee as indicated by the
ESOP Committee, has shared dispositive power over all unallocated Common Stock
held by the reporting person. The reporting person, acting through the Plan
Trustee, shares dispositive power over allocated Common Stock with participating
employees and their beneficiaries, who have the right to determine whether
Common Stock allocated to their respective accounts will be tendered in response
to a tender offer but otherwise have no dispositive power. Any unallocated
Common Stock is generally required to be tendered by the
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Page 5 of 6 pages
Plan Trustee in the same proportion as Common Stock which has been allocated to
Participants is directed to be tendered. In limited circumstances, ERISA may
confer upon the Plan Trustee the power and duty to control the voting and
tendering of Common Stock allocated to the accounts of participating employees
and beneficiaries who fail to exercise their voting and/or tender rights. The
reporting person disclaims voting power with respect to such allocated Common
Stock.
ITEM 5
Not applicable
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Dividends on Common Stock allocated to the accounts of
participating employees and their beneficiaries, to the extent paid in the form
of additional securities, are added to their respective individual accounts.
Dividends on Common Stock allocated to the accounts of participating employees
and their beneficiaries, to the extent paid in cash, are. at the direction of
the Company, either (i) credited to the respective individual accounts, (ii)
distributed to the participating employees and their beneficiaries, or (iii)
used to pay principal and interest on outstanding indebtedness incurred by the
reporting person to acquire Common Stock.
ITEM 7
Not applicable
ITEM 8
Not applicable
ITEM 9
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 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
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.
2/4/97
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(Date)
EMPLOYEE STOCK OWNERSHIP PLAN OF TAPPAN ZEE FINANCIAL, INC.
AND CERTAIN AFFILIATES
By: Marine Midland Bank, as Trustee
By: /s/ James Esposito
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(Signature)
James Esposito, Vice President
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(Name/Title)
