SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
Haven Bancorp, Inc.
Name of Issuer
Common Stock, $.01 par value
Title of Class of Securities
CUSIP Number
419352109
Daniel M. Healy
Executive Vice President
and
Chief Financial Officer
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
516) 844-1004
Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
Copy to
William S. Rubenstein, Esq
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-2642
June 26, 1996
(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 which
is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid
with this statement: [ ]
CUSIP No. 419352109
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICA-
TION NO. OF ABOVE PERSON:
North Fork Bancorporation, Inc.
I.R.S. Identification No. 36-3154608
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
214,000
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
214,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
214,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EX-
CLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14. TYPE OF REPORTING PERSON
CO
This Amendment No. 1 amends and supplements the
Schedule 13D dated May 30, 1996 (the "Schedule 13D"),
filed on behalf on North Fork Bancorporation, Inc., a
Delaware corporation ("North Fork"). Capitalized terms
used herein without definition have the meanings ascribed
to them in the Schedule 13D.
Item 4 of the Schedule 13D is hereby amended to
include the following:
Item 4. Purpose of Transaction.
On June 5, 1996, North Fork filed a notice with
the Federal Reserve, under Section 4(c)(8) of the Bank
Holding Company Act of 1956, and the relevant portions of
Regulation Y promulgated thereunder, of its intention to
acquire up to 9.9% of the outstanding voting shares of
the Company, and to thereby indirectly acquire an inter-
est in the Company's wholly owned subsidiary savings
bank, Columbia Federal Savings Bank and its wholly owned
subsidiaries. In connection with the filing of the
notice, North Fork agreed to enter into certain commit-
ments with regard to its interest in the Company. Such
commitments include, among other things, North Fork's
agreement that it will not, without the Federal Reserve's
prior approval, exercise a controlling influence over the
management or policies of the Company or propose direc-
tors in opposition to the Company's nominees.
On June 26, 1996, John A. Kanas, North Fork's
President, Chairman and Chief Executive Officer, deliv-
ered a letter to Philip S. Messina, the Company's Chief
Executive Officer and President, communicating North
Fork's continued interest in meeting with Mr. Messina and
members of the Company's Board of Directors to discuss a
possible business combination between the two entities.
The letter is attached hereto as Exhibit 1 and is incor-
porated herein by reference in its entirety.
Item 7. Exhibits.
Exhibit 1 -- Letter, dated June 26, 1996, from Mr.
John A. Kanas, President, Chairman and
Chief Executive Officer of North Fork
Bancorporation, Inc. to Mr. Philip S.
Messina, Chief Executive Officer and Pres-
ident of Haven Bancorp, Inc.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: June 27, 1996
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
Name: Daniel M. Healy
Title: Chief Financial
Officer and Executive
Vice President
EXHIBIT 1
[North Fork Letterhead]
June 26, 1996
VIA FEDERAL EXPRESS
Mr. Philip S. Messina
Chief Executive Officer &
President
Haven Bancorp, Inc.
93-22 Jamaica Ave.
Woodhaven, New York 11421
Dear Mr. Messina:
During our recent meetings, I expressed North Fork's
desire to enter into discussions with Haven Bancorp to
determine if a business combination between Haven and
North Fork were feasible and in the best interest of our
respective shareholders. I would like to reiterate North
Fork's desire to enter into such discussions and again
suggest that you make yourself and several of your Board
members available to meet with a representative group
from North Fork, in order to discuss the benefits of such
an amalgamation.
We believe that a combination of both companies on a
pooling of interest basis would be in the best interests
of Haven's shareholders. Your shareholders would receive
North Fork stock having a value in excess of the current
market price of Haven stock and they would have a contin-
uing equity interest in a larger company that, we be-
lieve, has significantly greater long-term growth pros-
pects than Haven would have on a stand-alone basis. If
for any reason your Board of Directors would desire a
transaction providing for cash consideration, instead of
stock, we would be pleased to discuss this alternative
with you. In all events, the resulting bank would be
able to compete more effectively in this consolidating
marketplace and give the resulting Bank's customers and
communities broader services and convenience.
We would be pleased to share our analysis with you. It
will give you an opportunity to compare it to Haven's
business plan, which according to Haven's press release
on May 31, 1996, was used to determine your present
course of action. It is difficult for us to understand
your Board's basis for ignoring discussions with North
Fork on such an important matter without having suffi-
cient information to make an informed decision on whether
your present course of action could possibly provide
greater value to stockholders than the terms of a busi-
ness combination with North Fork.
In the event the Haven Board of Directors determines to
explore a merger, sale or other business combination with
a third party other than North Fork, North Fork requests
that it be treated no less favorably than any such third
party, including access to confidential information
concerning Haven and the opportunity to submit a proposal.
We are confident that we can formulate a definitive
proposal that will offer the greatest value to your
stockholders. I would like to have another opportunity
to meet with you and appear before Haven's Board to
discuss our thinking in greater detail. I look forward
to a favorable response.
Very truly yours,
/s/John Adam Kanas
John Adam Kanas
cc: Board of Directors
Haven Bancorp, Inc.
