UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
(Amendment
No. 4)*
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HUDSON
CITY BANCORP, INC.
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(Name
of Issuer)
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COMMON
STOCK, PAR VALUE $0.01 PER SHARE
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(Title
of Class of Securities)
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443683107
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(CUSIP
Number)
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December
31, 2009
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(Date
of Event Which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
*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
(the “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. 443683107
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SCHEDULE
13G/A
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Page
2 of 6 Pages
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1.
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NAMES
OF REPORTING PERSONS:
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Employee
Stock Ownership Plan Trust of Hudson City Savings Bank
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(see
instructions)
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(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Hudson
City Bancorp, Inc. incorporated in Delaware
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Employee
Stock Ownership Plan Trust organized in New Jersey
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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41,672,418
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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41,672,418
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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41,672,418
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.9%
of 526,493,676 outstanding shares of common stock, par value $0.01 per
share, as of December 31, 2009.
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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EP
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CUSIP
No. 443683107
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SCHEDULE
13G/A
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Page
3 of 6 Pages
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Statement
for Schedule 13G/A
This
Amendment No. 4 to Schedule 13G provides information concerning shares of the
common stock, par value $0.01 per share, (“Common Stock”) of Hudson City
Bancorp, Inc., a Delaware corporation (“Company”); these shares are beneficially
owned by the Employee Stock Ownership Plan Trust of Hudson City Savings Bank
(“ESOP Trust”) under the terms of the Hudson City Bancorp, Inc. Employee Stock
Ownership Plan (“ESOP”). The ESOP Trust is held in trust by a
trustee, GreatBanc Trust Company (“Trustee”).
This
Amendment No. 4 amends the initial statement that the ESOP Trust filed on
Schedule 13G with the Securities and Exchange Commission on February 14, 2006,
as amended by Amendment No. 1, filed on February 13, 2007 and further amended by
Amendment No. 2, filed on January 29, 2008 and Amendment No. 3, filed on
February 11, 2009.
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Item
1(a).
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Name
of Issuer:
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Hudson
City Bancorp, Inc.
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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West 80
Century Road
Paramus,
New Jersey 07652
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Item
2(a).
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Name
of Person Filing:
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Employee
Stock Ownership Plan Trust of Hudson City Savings Bank
Trustee: GreatBanc
Trust Company
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Item
2(b).
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Address
or Principal Business Office, or, if none,
Residence:
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ESOP:
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Hudson
City Savings Bank
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Paramus,
New Jersey 07652
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Trustee:
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801
Warrenville Road Suite 500
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U.S.A.
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Item
2(d).
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Title
of Class of Securities:
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Common
stock, par value $0.01 per share
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CUSIP
No. 443683107
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SCHEDULE
13G/A
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Page
4 of 6 Pages
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443683107
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Item
3.
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If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is
a:
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(f)
x
An employee benefit
plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)
The ESOP
Trust provides the following information with respect to the ESOP Trust’s
ownership of Common Stock of the Company as of December 31,
2009. None of the shares set forth below constitute shares the
beneficial ownership of which the ESOP Trust had the right to acquire within 60
days following such date.
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(a)
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Amount
beneficially owned
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41,672,418
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(b)
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Percent
of class
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7.9%
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote
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0
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(ii)
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Shared
power to vote or to direct the vote
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41,672,418
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(iii)
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Sole
power to dispose or to direct disposition of
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0
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(iv)
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Shared
power to dispose or to direct disposition of
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41,672,418
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The ESOP
Trust forms part of the 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 designated beneficiaries. The Company’s Human Resources
Committee (“Committee”) administers the ESOP, and the ESOP’s assets are held in
trust by the Trustee in the ESOP Trust.
On
December 31, 2008, the ESOP Trust owned 41,672,418 shares of the Company's
common stock, of which 7,995,955 of such shares had been allocated to individual
accounts established for participating employees and their designated
beneficiaries, and 33,676,463 of such shares were held, unallocated, for
allocation in future years.
The ESOP
Trust, acting through the Trustee, has shared power to direct the disposition of
the ESOP Trust's assets (including the acquisition or disposition of both
allocated and unallocated shares of the Company) in the absence of a tender
offer (in which trust participants have dispositive power), but has voting power
only in limited circumstances. Participating employees direct the voting of
unallocated shares and shares allocated to their individual accounts, except in
certain limited circumstances.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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N/A
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CUSIP
No. 443683107
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SCHEDULE
13G/A
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Page
5 of 6 Pages
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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On
December 31, 2009, participating employees and their designated beneficiaries
had some rights to receive dividends from the share of the 7,995,955 shares of
Common Stock that was allocated to their accounts under the ESOP as of that
date. Dividends in the form of stock are credited back to the
originating account. Dividends in the form of cash are, at the
direction of the Company, either credited back to the originating account,
distributed to the account holder, or used to pay outstanding indebtedness
incurred by the ESOP to acquire Common Stock.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
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N/A
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Item
8.
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Identification
and Classification of Members of the
Group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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N/A
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 the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP
No. 443683107
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SCHEDULE
13G/A
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Page
6 of 6 Pages
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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.
EMPLOYEE
STOCK OWNERSHIP PLAN TRUST OF
HUDSON
CITY SAVINGS BANK
by
GREATBANC TRUST COMPANY, TRUSTEE
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/s/
Patrick J. De Craene
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Name:
Patrick J. De Craene
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Title:
Vice President
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