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. 6)*
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, 2011
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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
).
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
(see instructions)
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(a) [ ]
(b) [ ]
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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
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
41,127,864
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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
44,559,451
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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45,259,224
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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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8.6% of 527,571,496 outstanding shares of common stock,
par value $0.01 per share, as of December 31, 2011.
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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EP
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. 6
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. 6
amends the initial statement that the Committee filed on Schedule 13G
with the Securities and Exchange
Commission on February 14, 2006, as amended by Amendments No. 1 through 5 thereto, filed in the years 2007 through 2011
respectively.
Item 1(a). Name of Issuer:
Hudson City Bancorp, Inc.
Item 1(b). Address of Issuer’s
Principal Executive Offices:
West 80 Century Road
Paramus, New Jersey 07652
Item 2(a). Name of Person
Filing:
Human Resources Committee of Hudson City Savings Bank
Item 2(b). Address or Principal
Business Office, or, if none, Residence:
Hudson City Savings Bank
West 80 Century Road
Paramus, New Jersey
07652
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class
of Securities:
Common stock, par value
$0.01 per share
Item 2(e). CUSIP Number:
443683107
Item 3. 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:
(f) [x] An employee
benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)
CUSIP No. 443683107
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SCHEDULE 13G/A
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Page
4
of 6 Pages
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Item 4.
Ownership.
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, 2011. 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.
(a) Amount beneficially owned:
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45,259,224
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(b) Percent of class:
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8.6%
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(c) Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote
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699,773
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(ii) Shared power to vote or to direct the vote
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41,127,864
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(iii) Sole power to dispose or to direct disposition of
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699,773
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(iv) Shared power to dispose or to direct disposition of
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44,559,451
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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, 2011, the ESOP owned 41,127,864 shares of the Company's common stock, of which 9,375,771
shares had been allocated to individual accounts established for participating employees and their designated beneficiaries, and
31,752,093 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, 2011, the 401(k) Plan held 3,431,587 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.
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, 2011, 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.
Item 5. Ownership of Five
Percent or Less of a Class.
N/A
Item 6. Ownership of More
than Five Percent on Behalf of Another Person.
On December 31, 2011, participating employees
and their designated beneficiaries had some rights to receive dividends from the share of the 12,807,358 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.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
N/A
Item 8. Identification
and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution
of Group.
N/A
Item 10. Certifications.
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.
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
/s/
Denis J. Salamone
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Name: Denis J. Salamone
Title: President and Chief Operating Officer
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