Cms Bancorp, Inc. - Amended Statement of Beneficial Ownership (SC 13D/A)
04 July 2008 - 12:50AM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No.______
1
______)*
CMS 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)
|
Richard
Murphy
c/o
Cross River Capital Management LLC
90
Grove Street, Suite 201
Ridgefield,
Connecticut 06877
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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July
2, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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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.240.13D-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
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Note: Schedules
filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
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* 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 disclosures provided in a prior cover page.
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The
information required on 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
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Cross
River Capital Management LLC
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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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[_]
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(b)
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[_]
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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8.
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SHARED
VOTING POWER
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128,858
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
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128,858
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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PERSON
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128,858
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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CERTAIN
SHARES*
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[_]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.53%
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14.
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TYPE
OF REPORTING PERSON*
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OO,
IA
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Cross
River Partners LP
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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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[_]
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(b)
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[_]
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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8.
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SHARED
VOTING POWER
|
|
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128,858
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
|
|
|
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|
128,858
|
|
11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
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|
PERSON
|
|
|
|
|
|
128,858
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
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CERTAIN
SHARES*
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[_]
|
|
|
|
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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6.53%
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14.
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TYPE
OF REPORTING PERSON*
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PN
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Richard
Murphy
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
|
[_]
|
|
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(b)
|
[_]
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
|
|
|
8.
|
SHARED
VOTING POWER
|
|
|
|
|
|
128,858
|
|
9.
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SOLE
DISPOSITIVE POWER
|
|
|
|
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0
|
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10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
128,858
|
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11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
|
PERSON
|
|
|
|
|
|
128,858
|
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
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CERTAIN
SHARES*
|
[_]
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|
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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6.53%
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14.
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TYPE
OF REPORTING PERSON*
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IN
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Item
1.
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Security
and Issuer.
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The
name of the issuer is CMS Bancorp, Inc., a Delaware corporation (the
"Issuer"). The address of the Issuer’s office is 123 Main
Street, White Plains, New York. This Schedule 13D relates to
the Issuer’s Common Stock (“Common Stock”).
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Item
2.
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Identity
and Background.
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(a-c,
f)
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This
Schedule 13D is being filed by Cross River Capital Management LLC, a
Delaware limited liability company, Cross River Partners LP, a Delaware
limited partnership, and Richard Murphy, a United States citizen (each a
"Reporting Person" and collectively, the "Reporting
Persons"). The principal business address of the Reporting
Persons is 90 Grove Street, Suite 201, Ridgefield, Connecticut
06877. Cross River Capital Management LLC serves as the general
partner of Cross River Partners LP. Mr. Murphy serves as the
managing member of Cross River Capital Management LLC and is primarily
responsible for all investment decisions regarding Cross River Capital
Management LLC’s investment portfolio. The Common Stock
reported herein is held in Cross River Partners LP’s
portfolio.
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(d)
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Richard
Murphy has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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None
of the Reporting Persons have, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are 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.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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As
of the date hereof, Cross River Capital Management LLC may be deemed to
beneficially own 128,858 shares of Common Stock.
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As
of the date hereof, Cross River Partners LP may be deemed to beneficially
own 128,858 shares of Common Stock.
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As
of the date hereof, Richard Murphy may be deemed to beneficially own
128,858 shares of Common Stock.
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No
borrowed funds were used to purchase the Common Stock reported herein,
other than any borrowed funds used for working capital purposes in the
ordinary course of business.
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Item
4.
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Purpose
of Transaction.
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The
Reporting Persons acquired their Common Stock of the Issuer for investment
purposes.
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The
Reporting Persons have no plans or proposals which, other than as
expressly set forth below, would relate to or would result in: (a) the
acquisition of additional securities of the Issuer or the disposition of
presently-owned securities of the Issuer; (b) any extraordinary corporate
transaction involving the Issuer; (c) a sale or transfer of a material
amount of assets of the Issuer; (d) any change in the present Board of
Directors or management of the Issuer; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any material
change in the operating policies or corporate structure of the Issuer; (g)
any change in the Issuer’s charter or by-laws; (h) the Common Stock of the
Issuer ceasing to be authorized to be quoted in the over-the-counter
security markets; or (i) causing the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934. The Reporting Persons, however, reserve
the right, at a later date, to effect one or more of such changes or
transactions in the number of shares of Common Stock they may be deemed to
beneficially own.
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The
Reporting Persons have had, and may continue to have, substantive
conversations with the Issuer’s management and Board of Directors
regarding the future composition of the Issuer’s Board of
Directors.
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Item
5.
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Interest
in Securities of the Issuer.
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As
of the date hereof, the Reporting Persons may be deemed to beneficially
own 128,858 shares, or 6.53% of Common Stock of the Issuer, based upon the
1,972,959 shares outstanding as of May 12, 2008, according to the Issuer’s
most recent Form 10-QSB that was filed on May 13, 2008.
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Cross
River Capital Management LLC shares the power to vote or direct the vote
of 128,858 shares to which this filing relates.
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Cross
River Capital Management LLC has the sole power to vote or direct the vote
of 0 shares to which this filing relates.
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Cross
River Capital Management LLC shares the power to dispose or direct the
disposition of 128,858 shares to which this filing
relates.
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Cross
River Capital Management LLC has the sole power to dispose or direct the
disposition of 0 shares to which this filing relates.
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Cross
River Capital Management LLC specifically disclaims beneficial ownership
in the shares reported herein except to the extent of its pecuniary
interest therein.
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Cross
River Partners LP shares the power to vote or direct the vote of 128,858
shares to which this filing relates.
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Cross
River Partners LP has the sole power to vote or direct the vote of 0
shares to which this filing relates.
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Cross
River Partners LP shares the power to dispose or direct the disposition of
128,858 shares to which this filing relates.
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Cross
River Partners LP has the sole power to dispose or direct the disposition
of 0 shares to which this filing relates.
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Richard
Murphy shares the power to vote or direct the vote of 128,858 shares to
which this filing relates.
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Richard
Murphy has the sole power to vote or direct the vote of 0 shares to which
this filing relates.
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Richard
Murphy shares the power to dispose or direct the disposition of 128,858
shares to which this filing relates.
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Richard
Murphy has the sole power to dispose or direct the disposition of 0 shares
to which this filing relates.
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Richard
Murphy specifically disclaims beneficial ownership in the shares reported
herein except to the extent of his pecuniary interest
therein.
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Each
of the Reporting Persons has the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale of, a portion
of the Common Stock reported herein.
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The
Reporting Persons have not purchased or sold any Common Stock during the
past 60 days.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect
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to
Securities of the Issuer.
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The
Reporting Persons do not have any contract, arrangement, understanding or
relationship with any person with respect to the Common
Stock.
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Item
7.
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Material
to be Filed as Exhibits.
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Exhibit
A: Agreement between the Reporting Persons to file jointly
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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.
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July
3, 2008
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(Date)
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CROSS
RIVER CAPITAL MANAGEMENT LLC*
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/s/
Richard Murphy
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By:
Richard Murphy
Title:
Managing Member
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CROSS
RIVER PARTNERS LP
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/s/
Richard Murphy
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By:
Richard Murphy
Title:
Managing Member of Cross River Capital Management LLC, its management
company
RICHARD
MURPHY*
_/s/ Richard
Murphy
__________________________
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Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (see
18 U.S.C. 1001).
* The
Reporting Persons disclaim beneficial ownership over the securities reported
herein except to the extent of the reporting persons’ pecuniary interest
therein.
Exhibit
A
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each
of the undersigned hereby agrees that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership
by each of the undersigned of Common Stock of CMS Bancorp, Inc.
This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original.
Executed
this 3
rd
day of
July, 2008.
CROSS
RIVER CAPITAL MANAGEMENT LLC
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/
s/ Richard
Murphy
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By:
Richard Murphy
Title:
Managing Member
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CROSS
RIVER PARTNERS LP
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/s/
Richard Murphy
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By:
Richard Murphy
Title:
Managing Member of Cross River Capital Management LLC, its management
company
RICHARD
MURPHY
/s/ Richard
Murphy
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SK 25818 0001
898347
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