(Amendment No. 7)*
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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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) [ ]
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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
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Employee Stock Ownership Plan Trust organized in New Jersey
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5.
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SOLE VOTING POWER
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0
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NUMBER OF
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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40,571,259
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OWNED BY
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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0
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PERSON WITH
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8.
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SHARED DISPOSITIVE POWER
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40,571,259
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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40,571,259
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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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7.7% of 527,911,496 outstanding shares of common stock, par value $0.01 per share, as of December 31, 2012.
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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. 7
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. 7
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 Amendments No. 1 through 6 thereto, filed in the years 2007 through
2012 respectively
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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:
Employee Stock Ownership Plan Trust of Hudson City
Savings Bank
Trustee: GreatBanc Trust Company
Item 2(b). Address
or Principal Business Office, or, if none, Residence:
ESOP:
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Hudson City Savings Bank
West 80 Century Road
Paramus, New Jersey 07652
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Trustee:
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801 Warrenville Road, Suite 500
Lisle, Illinois 60532
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Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of
Class of Securities:
Common stock, par value
$0.01 per share
CUSIP No. 443683107
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SCHEDULE 13G/A
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Page 4 of 6 Pages
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Item 2(e). CUSIP Number:
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, 2012.
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.
(a) Amount beneficially owned
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40,571,259
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(b) Percent of class
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7.7
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%
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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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0
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(ii) Shared power to vote or to direct the vote
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40,571,259
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(iii) Sole power to dispose or to direct disposition of
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0
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(iv) Shared power to dispose or to direct disposition of
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40,571,259
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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, 2012,
the ESOP Trust owned 40,571,259 shares of the Company's common stock, of which 9,781,351 shares had been allocated to individual
accounts established for participating employees and their designated beneficiaries, and 30,789,908 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
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, 2012, participating employees
and their designated beneficiaries had some rights to receive dividends from the share of the 9,781,351 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.
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
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HUDSON CITY SAVINGS BANK
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by GREATBANC TRUST COMPANY, TRUSTEE
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/s/ John S. Marino
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Name: John S. Marino
Title: Vice President
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