SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2*)
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)
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 the 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.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 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
NUMBER OF 0
SHARES ----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 94,063
EACH ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
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
8.17% of 1,478,062 shares of Common Stock outstanding as of
December 31, 1997
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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 of
Tappan Zee Financial, Inc. and Certain Affiliates
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: New York trust for Employee benefit plan of Delaware corporation.
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 which is subject to
the provisions of the Employee Retirement Income Security Act of 1974.
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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, 1997. 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 . . . . . . . . . . . . 8.7%
(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. . . . . . . . . 94,063
(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 the 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, 1997. As
of December 31, 1997, 35,537 of such shares of Common Stock had been allocated
to individual accounts established for participating employees and their
beneficiaries, and 94,063 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 ESOP Committee has sole or shared voting
power. 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 ESOP Committee shares with the Plan
Trustee dispositive power over Common Stock held in the ESOP since, pursuant to
the Plan Document and Trust Agreement, the ESOP Committee can direct the Plan
Trustee to purchase or sell unallocated shares of Common Stock if the ESOP
Committee considers such action to be in the interest of the Participants. The
ESOP Committee also shares with the Plan Trustee and participating employees and
their beneficiaries dispositive power over allocated shares of Common Stock
since participating employees and their beneficiaries 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 Plan
Trustee in the same
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Page 5 of 6 pages
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 and are held in the
ordinary course of business and 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 purpose 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.
Date: February 17, 1998
EMPLOYEE STOCK OWNERSHIP PLAN OF TAPPAN ZEE FINANCIAL, INC.
AND CERTAIN AFFILIATES
By: ESOP Committee
By /s/ Kevin J. Plunkett
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Kevin J. Plunkett
Chairman
By /s/ Gerald L. Logan
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Gerald L. Logan
Member
By /s/ Paul R. Wheatley
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Paul R. Wheatley
Member
