SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. N/A)
TAPPAN ZEE FINANCIAL, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
876067-10-9
- -------------------------------------------------------------------------------
(CUSIP Number)
N/A
-------------------------------------------------
Date of Event which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
/_/ Rule 13d-1(b)
/X/ 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).
<PAGE>
- ----------------------------- ---------------------------------------
CUSIP No.876067-10-9 13G Page 2 of 6 Pages
-------------------- -- --
- ----------------------------- ---------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
Compensation Committee of the Board of Directors of Tappan Zee
Financial, Inc., in its capacity as the administrator of the Employee
Stock Ownership Plan and Recognition and Retention Plans of Tappan
Zee Financial, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
171,872
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,872
- --------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.63% of 1,478,062 shares of Common Stock outstanding as of
December 31, 1997
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
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: Compensation Committee
Board of Directors of Tappan Zee Financial, Inc.
75 North Broadway
Tarrytown, NY 10591-0187
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
This statement is filed pursuant to ss.240.13d-1(c).
<PAGE>
Page 4 of 6 pages
ITEM 4
OWNERSHIP:
The following information with respect to the Compensation
Committee's aggregate ownership of Common Stock with respect to both the ESOP
and the RRPs is provided as of December 31, 1997.
(a) AMOUNT BENEFICIALLY OWNED. . . . . 171,872
(b) PERCENT OF CLASS . . . . . . . . . . . . 11.62%
(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. . . . . . . . . 0
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 0
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 171,872
The reporting person is the Compensation Committee of the Board of Directors of
Tappan Zee Financial, Inc. The Compensation Committee administers the Employee
Stock Ownership Plan of Tappan Zee Financial, Inc. ("ESOP"), 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 Compensation Committee also
administers the 1996 Recognition and Retention Plan for Officers and Employees
of Tappan Zee Financial, Inc. and the 1996 Recognition and Retention Plan for
Outside Directors of Tappan Zee Financial, Inc. ("RRPs"), two non-qualified
plans. The assets of the ESOP and the RRPs are held in separate trusts by Marine
Midland Bank, as trustee, beneficially owned by the Compensation Committee with
respect to both the ESOP and the RRPs as of December 31, 1997. Any unawarded
shares held in the RRP Trusts is generally required to be voted by the Trustee
as directed by the Compensation Committee to reflect the votes of participating
employees with respect to awarded shares. The Committee has the power to direct
the Trustees with respect to the disposition or restriction of all shares held
in the ESOP and RRP Trusts except in the case of a tender or exchange offer.
The Committee disclaims beneficial ownership of these shares.
ITEM 5
Not applicable.
<PAGE>
Page 5 of 6 pages
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Dividends on Common Stock allocated to the ESOP 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 ESOP 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 ESOP to acquire Common Stock. Cash or stock
dividends declared and paid on Common Stock awarded to participants under the
RRPs are distributed to the participants. Cash or stock dividends paid on
unawarded Common Stock are held in the RRP Trusts.
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 not acquired and are not held for
the purpose of or with 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.
<PAGE>
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.
Date: February 17, 1998
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF TAPPAN ZEE FINANCIAL, INC.
By /s/ Kevin J. Plunkett
-----------------------------------------
Kevin J. Plunkett
Chairman
By /s/ Gerald L. Logan
-----------------------------------------
Gerald L. Logan
Member
By /s/ Paul R. Wheatley
-----------------------------------------
Paul R. Wheatley
Member
