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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Human
Resources Committee 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)
¨
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(see
instructions)
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(b)
¨
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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
Human
Resources Committee 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
699,773
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6.
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SHARED
VOTING POWER
41,672,418
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7.
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SOLE
DISPOSITIVE POWER
699,773
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8.
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SHARED
DISPOSITIVE POWER
45,090,045
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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45,789,818
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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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¨
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.7%
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 Human Resources Committee of Hudson City Savings Bank
(“Committee”).
This
Amendment No. 4 amends the initial statement that the Committee 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 30, 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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Human
Resources Committee of Hudson City Savings Bank
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Item
2(b).
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Address
or Principal Business Office, or, if none,
Residence:
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Hudson
City Savings Bank
West 80
Century Road
Paramus,
New Jersey 07652
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
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)
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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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The
Committee may be deemed to beneficially own the Common Stock of the Company held
by the trusts which form part of the Hudson City Bancorp, Inc. Employee Stock
Ownership Plan (“ESOP”), the Hudson City Savings Bank Profit Incentive Bonus
Plan (“401(k) Plan”) and the Hudson City Savings Bank Employee Retirement Plan
(“Retirement Plan”) (collectively, “Plans”) by virtue of the Committee’s status
as a fiduciary of the Plans. The following information with respect
to the Plans' ownership of Common Stock of the Company is provided as of
December 31, 2009. None of the shares set forth below constitute
shares the beneficial ownership of which the Plans had the right to acquire
within 60 days following such date.
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(a)
Amount beneficially owned:
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45,789,818
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(b)
Percent of class:
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8.7
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%
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(c)
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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699,773
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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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699,773
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(iv)
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Shared
power to dispose or to direct disposition of
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45,090,045
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The
members of the Human Resources Committee of Hudson City Savings Bank
are: Scott A. Belair, Ronald E. Hermance, Jr., Denis J. Salamone,
Michael W. Azzara, and Donald O. Quest, M.D.. Each Committee
member, in his or her individual capacity, disclaims beneficial ownership of the
Common Stock reported on this Schedule 13G.
ESOP.
The
Committee serves certain administrative functions for 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. On
December 31, 2009, the ESOP owned 41,672,418 shares of the Company's common
stock, of which 7,995,955 shares had been allocated to individual accounts
established for participating employees and their designated beneficiaries, and
33,676,463 shares were held, unallocated, for allocation in future
years. All shares of common stock owned by the ESOP are held by the
ESOP Trust. The Committee has the power and authority to direct the Trustee of
the ESOP with respect to the investment of the ESOP'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.
401(k) Plan.
On
December 31, 2009, the 401(k) Plan held 3,417,627 shares of Common Stock of the
Company in a directed trust pursuant to which Fidelity Management Trust Company
("Fidelity") serves as trustee. All of such shares are allocated
directly or indirectly to individual participant
accounts. Participants direct the voting of shares allocated directly
or indirectly to their individual accounts. Participating employees
direct the disposition of shares allocated directly or indirectly to their
individual accounts except in limited circumstances in which the Committee has
the power to direct the disposition of the shares.
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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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Retirement
Plan.
On December 31, 2009, the Retirement Plan held 699,773
shares of Common Stock of the Company in a directed trust pursuant to which
State Street Bank and Trust Company ("State Street") serves as directed trustee.
None of the shares are allocated to participant accounts. The Committee directs
State Street with respect to the voting and disposition of the shares of Common
Stock.
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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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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 11,413,582 shares of
Common Stock that was allocated to their accounts under the ESOP and the 401(k)
Plan as of that date.
Dividends
from the ESOP in the form of stock, and all dividends from the 401(k) Plan are
credited back to the respective originating account. Dividends from
the ESOP 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.
HUMAN
RESOURCES COMMITTEE OF HUDSON CITY SAVINGS BANK
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/s/
Ronald E. Hermance, Jr.
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Name:
Ronald E. Hermance, Jr.
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Title:
Member
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