SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
QCF Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
746924 10 9
(CUSIP Number)
* 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 ("Act") or otherwise Subject to the liabilities of the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 14 pages
<PAGE>
CUSIP NO. 746924 10 9 13G Page 2 of 14 Pages
1 NAME OF REPORTING PERSON: QCF Bancorp, Inc. Employee Stock Ownership Plan
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
41-1796789
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 141,620
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 141,620
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,620
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.24%
12 TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 746924 10 9 13G Page 3 of 14 Pages
1 NAME OF REPORTING PERSON: Queen City Federal Savings Bank 401k
Profit Sharing Plan
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 41-0836777
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER 77,866
EACH
7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 77,866
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,866
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.63%
12 TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 746924 10 9 13G Page 4 of 14 Pages
1 NAME OF REPORTING PERSON: QCF Bancorp, Inc. 1995 Stock Option and
Incentive Plan
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 41-1796789
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) X
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 178,275
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 178,275
WITH
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,275
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.89%
12 TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 746924 10 9 13G Page 5 of 14 Pages
1 NAME OF REPORTING PERSON: Peter J. Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF 5 SOLE VOTING POWER 9,748
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 286,346
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 9,748
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 286,346
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,094
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.4%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 746924 10 9 13G Page 6 of 14 Pages
1 NAME OF REPORTING PERSON: Kevin E. Pietrini
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF
5 SOLE VOTING POWER 57,244
SHARES
BENEFICIALLY
6 SHARED VOTING POWER 108,071
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 57,244
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 108,071
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,315
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.9%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 746924 10 9 13G Page 7 of 14 Pages
1 NAME OF REPORTING PERSON: John A. Trenti
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF
5 SOLE VOTING POWER 6,386
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 286,346
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 6,386
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 286,346
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,246
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.69%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 746924 10 9 13G Page 8 of 14 Pages
1 NAME OF REPORTING PERSON: Daniel F. Schultz
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF
5 SOLE VOTING POWER 49,746
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 77,866
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 49,746
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 77,866
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,612
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 746924 10 9 13G Page 9 of 14 Pages
1 NAME OF REPORTING PERSON: John C. Pearsall
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
NUMBER OF
5 SOLE VOTING POWER 13,289
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 178,275
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 13,289
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 178,275
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,564
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.84%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 10 of 14 Pages
Securities and Exchange Commission
Washington, D.C. 20549
Item 1(a) Name of Issuer.
QCF Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices.
501 Chestnut
P. O. Box 1147
Virginia, MN 55792
Item 2(a) Name of Person(s) Filing.
QCF Bancorp, Inc. Employee Stock Ownership Plan ("ESOP"), Queen City
Federal Savings Bank 401k Profit Sharing Plan ("401k Plan"), QCF Bancorp, Inc.
1995 Stock Option and Incentive Plan ("Option Plan"), and the following
individuals who serve as trustees of the separate trusts established under the
ESOP, the 401k Plan, and the Option Plan: Peter J. Johnson, Kevin E. Pietrini,
John A. Trenti, Daniel F. Schultz, and John C. Pearsall.
Item 2(b) Address of Principal Business Office.
Same as Item 1(b).
Item 2(c) Citizenship.
See Row 4 of the second part of the cover page provided for each reporting
person.
Item 2(d) Title of Class of Securities.
Common Stock, par value $.01 per share.
Item 2(e) CUSIP Number. See the upper left corner of the second part of the
cover page provided for each reporting person.
Item 3. Check whether the person filing is a:
(f) X Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund; see
13d 1(b)(1)(ii)(F)
(h) X Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item (a) (b) (c) (d) (e) (g) - not applicable.
<PAGE>
Page 11 of 14 pages
Item 4. Ownership.
(a) Amount Beneficially Owned: See Row 9 of the second part of the cover
page provided for each reporting person.
(b) Percent of Class: See Row 11 of the second part of the cover page
provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the cover page provided
for each reporting person.
Item 5. Ownership of Five percent or Less of A Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Pursuant to Section 13.7 of the ESOP, QCF Bancorp, Inc., acting as the ESOP
Committee, has the power to direct the receipt of dividends on shares held in
the ESOP Trust.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G is being filed on behalf of the ESOP, the 401k Plan, and
the Option Plan identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the separate trusts established pursuant
to the ESOP, the 401k Plan, and the Option Plan, filing under the Item 3(h)
classification. Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these entities.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
<PAGE>
Page 12 of 14 Pages
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.
QCF BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By Its Trustees:
/S/ Peter J. Johnson November 10,1997
Peter J. Johnson, as Trustee Date
/S/ Kevin E. Pietrini November 10,1997
Kevin E. Pietrini, as Trustee Date
/S/ John A. Trenti November 10,1997
John A. Trenti, as Trustee Date
/S/ Peter J. Johnson November 10, 1997
Peter J. Johnson, as an Individual Date
Stockholder
/S/ Kevin E. Pietrini November 10, 1997
Kevin E. Pietrini, as an Individual Date
Stockholder
/S/ John A. Trenti November 10, 1997
John A. Trenti, as an Individual Date
Stockholder
QUEEN CITY FEDERAL SAVINGS BANK
401k PROFIT SHARING PLAN
By Its Trustee:
/S/ Daniel F. Schultz November 10, 1997
Daniel F. Schultz, as Trustee Date
/S/ Daniel F. Schultz November 10, 1997
Daniel F. Schultz, as an Individual Date
Stockholder
<PAGE>
1997 Schedule 13G Signature Pages Page 13 of 14 Pages
Page 2 of 2
QCF BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
By Its Trustees:
/S/ Peter J. Johnson November 10, 1997
Peter J. Johnson, as Trustee Date
/S/ John C. Pearsall November 10, 1997
John C. Pearsall, as Trustee Date
/S/ John A. Trenti November 10,1997
John A. Trenti, as Trustee Date
/S/ Peter J. Johnson November 10, 1997
Peter J. Johnson, as an Individual Date
Stockholder
/S/ John C. Pearsall November 10, 1997
John C. Pearsall, as an Individual Date
Stockholder
/S/ John A. Trenti November 10, 1997
John A. Trenti, as an Individual Date
Stockholder
<PAGE>
Page 14 of 14 Pages
Exhibit A
Identification of Members of Group
The trustees of the ESOP hold shares of common stock of the issuer in trust
for the benefit of employees participating in the ESOP. Pursuant to Section 13.6
of the ESOP, (I) the trustees vote common stock allocated to participant
accounts in accordance with instructions by participants, (ii) shares of common
stock of the issuer which have not been allocated and allocated stock for which
no voting direction has been received shall be voted by the trustee in the same
proportion that participants direct the voting of allocated shares, and (iii) if
no voting direction has been received as to allocated shares, the issuer may
direct the trustees as to the voting of all unallocated shares, and if the
issuer gives no direction, the trustees shall vote such shares in their sole
discretion. Pursuant to Section 13.3 of the ESOP, the trustees exercise
investment direction as directed by the issuer in its capacity as the ESOP
Committee. The trustee of the 401k Plan has voting and investment powers as to
the 401k Plan's investment in shares of common stock of the issuer, as directed
by the plan participants. Under the Option Plan's trust agreement, the trustees
have sole discretion as to the investment of trust assets and exercise voting
rights with respect to common stock of the issuer in accordance with the terms
and conditions for the exercise of voting rights of unallocated shares under the
ESOP. Overall, the trustees of the ESOP, the 401k Plan, and the Option Plan must
exercise their voting and dispositive powers with respect to the assets,
including common stock of the issuer, held by the plans in accordance with the
fiduciary responsibility requirements imposed by Section 404 of the Employee
Retirement Income Security Act of 1974, as amended.
<PAGE>
