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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)
QUEENS COUNTY BANCORP, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
748242104
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(CUSIP Number)
Max L. Kupferberg, 29-05 214th Place, Bayside, New York 11360, (718) 225-7396
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 4, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
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SCHEDULE 13D
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CUSIP No. 748242104
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Max L. Kupferberg
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2 CHECK BOX IF A MEMBER OF A GROUP (a) o
(b) o
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) o
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 631,834
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 95,274
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 631,834
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
95,274
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
727,108 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
5.01%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
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This statement relates to shares of Common Stock, par value $0.01 per
share (the "Stock"), of Queens County Bancorp, Inc. (the "Company"), a Delaware
corporation, having its principal executive offices at 38-25 Main Street,
Flushing, New York 11354.
Item 2. Identity and Background
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(a) This statement is being filed on behalf of Max L. Kupferberg
(the "Reporting Person").
(b) The Reporting Person resides at 29-05 214th Place, Bayside,
New York 11360.
(c) The Reporting Person is a director of the Company and its
wholly-owned subsidiary, Queens County Savings Bank (the
"Bank"), which has the same principal executive office as the
Company, and Treasurer and General Manager of Kepco, Inc., a
manufacturer of electrical equipment, which is located at
131-38 Sanford Avenue, Flushing, New York 11355.
(d) The Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) during the last five years.
(e) The Reporting Person has not during the last five years been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction nor as a result of such
proceeding was he or is he subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
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Item 3. Source and Amount of Funds or Other Consideration
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A schedule of the shares, dates, and prices per share for the vesting of
Common Stock and purchases of Common Stock by the Reporting Person within the
last 60 days is listed below. The amount of consideration ($1,612,125.00) used
to acquire the aggregate of 42,000 shares purchased by the Reporting Person was
derived from Kupferberg Associates of which the Reporting Person is a partner.
No part of the price paid for shares was represented by funds borrowed or
otherwise obtained for the purpose of acquiring, holding, trading, or voting
securities. The additional 18,000 shares represent shares underlying options
granted under the 1997 Stock Option Plan.
<TABLE>
<CAPTION>
NO. OF
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REGISTRATION SHARES PRICE WHERE HOW
------------ ------ ----- ----- ---
OF SHARES DATE ACQUIRED PER SHARE TRANSACTED TRANSACTED
--------- ---- -------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Max L. Kupferberg 7/21/98 18,000 N.A. QCSB (1)
Kupferberg Associates 8/27/98 2,500 $39.00 OTC (2)
8/27/98 10,000 $38.13 OTC (2)
8/27/98 5,500 $38.75 OTC (2)
8/27/98 6,000 $38.63 OTC (2)
8/27/98 5,000 $38.00 OTC (2)
8/27/98 1,000 $38.38 OTC (2)
9/04/98 4,000 $38.25 OTC (2)
9/04/98 8,000 $38.38 OTC (2)
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(1) Shares represent options automatically granted pursuant to the reload
feature of the Queens County Bancorp, Inc. 1997 Stock Option Plan, which
were exercisable on July 21, 1998 at a price of $37.28 per share. These
options have not been exercised by the Reporting Person at this date.
(2) Transactions effected in the over-the-counter market through standard
brokerage accounts.
</TABLE>
In addition, the Reporting Person has claimed beneficial ownership within
the last 60 days of 95,274 shares held by his spouse.
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Item 4. Purpose of Transaction
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The Reporting Person acquired the Company's stock for investment purposes.
The Reporting Person may from time to time acquire additional securities of the
Company using personal funds through a broker and/or privately negotiated
transactions.
Except as described above, the Reporting Person does not have any present
plans or proposals that relate to or would result in (a) the acquisition by any
person of additional securities of the Company, or the disposition of securities
of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, bylaws or instrument corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the Act; or (j) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a) The Reporting Person beneficially owns 727,108 shares, representing
5.01% of the outstanding shares of the Company, based upon reporting outstanding
shares of 14,413,358 at September 4, 1998.
The beneficially owned shares include 72,760 shares underlying stock
options granted under the Company's 1993 Stock Option Plan and 18,000 shares
underlying stock options granted under the Company's 1997 Stock Option Plan
which the Reporting Person currently has the right to acquire.
(b) Of the shares referred to in Item 5(a), the Reporting Person has the
sole power to vote 631,834 of the shares; shared power to vote 95,274 (owned by
the Reporting Person's spouse) of said shares; sole power to dispose of 631,834
shares; and shared power to dispose of 95,274 shares.
Information about the Reporting Person's spouse follows:
i. The spouse's name is Selma Kupferberg (the "Spouse").
ii. The Spouse resides at 29-05 214th Place, Bayside, New York
11360.
iii. Not applicable.
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iv. The Spouse has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during
the last five years.
v. The Spouse has not during the last five years been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction nor as a result of such proceeding was
she or is she subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
vi. The Spouse is a United States citizen.
(c) Except as reported in Item 3 hereof, there has been no transaction
in the Common Stock of the Company effected during the past sixty (60) days by
the Reporting Person.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
securities referred to in Item 5(a).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, and Relationships with
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Respect to Securities of the Issuer
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The Reporting Person is a Director of the Company and the Bank and has
entered into two agreements with the Company pursuant to the Company's 1993
Stock Option Plan and 1997 Stock Option Plan. The first agreement is a
Non-Statutory Stock Option Agreement which grants the Reporting Person options
to purchase 72,760 shares of the Company's common stock at $5.56 per share under
the 1993 Stock Option Plan. The second agreement is a Non-Statutory Stock Option
Agreement which grants the Reporting Person options to purchase 18,000 shares of
the Company's common stock at $37.28 per share under the 1997 Stock Option Plan.
The Agreement under the 1993 Stock Option Plan is dated November 23, 1993; the
options granted under said plan vested on November 23, 1994 and expire on
November 23, 2003. The Agreement under the 1997 Stock Option Plan is dated
February 21, 1997; the options granted pursuant to the reload feature of the
Plan vested on July 21, 1998 and expire on December 31, 2006.
Item 7. Material Required to be Filed as Exhibits
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The Company's 1993 Stock Option Plan disclosed in Item 6 is incorporated
by reference into this document from the Registration Statement on Form S-8
filed with the SEC on October 27, 1994 (Registration No. 33-85684).
The Company's 1997 Stock Option Plan disclosed in Item 6 is incorporated
by reference into this document from the Company's Proxy Statement for the 1997
Annual Meeting of Shareholders (File No. 0-22278).
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SIGNATURE
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After reasonable inquiry and to the best of his respective knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete, and correct.
September 4, 1998 By: /s/ Max L. Kupferberg
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Max L. Kupferberg
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