SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 2)
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
July 30, 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.
IDENTIFICATION 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
34,000
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
34,000
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
34,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON
CO
This Amendment No. 2 amends and supplements the
Schedule 13D, dated May 30, 1996, as amended by Amendment
No. 1, dated June 26, 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.
Despite repeated efforts by North Fork to enter
into discussions with Haven Bancorp, Inc. (the
"Company") with respect to a possible business
combination between the two entities and despite North
Fork's continued belief that such a business combination
could provide enhanced value to North Fork and the
Company and their respective stockholders, the Company
has refused to meet with representatives of North Fork to
explore the parameters of such a combination and the
potential value it could bring. Based on this
unwillingness to meet on the part of the Company, North
Fork has determined that the Common Stock no longer
represents an attractive investment to it and has
therefore decided to sell shares of the Common Stock. As
more fully described in Item 5 below, on July 30, 1996
and July 31, 1996, North Fork sold in open market
transactions 180,000 shares of the Common Stock.
In connection with such sales, North Fork will
withdraw the notice it previously filed 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 interest in the
Company's wholly owned subsidiary savings bank, Columbia
Federal Savings Bank and its wholly owned subsidiaries.
Further, in connection with such withdrawal, North Fork
will not be bound by the commitments previously described
in Amendment No. 1 to the Schedule 13D.
Item 5 of the Schedule 13D is hereby amended to
include the following:
Item 5. Interest in Securities of the Issuer.
(a)-(b) By reason of its recent sales of Common
Stock, North Fork has sole voting and dispositive power
with respect to 34,000 shares, or less than 1%, of the
issued and outstanding shares, of Common Stock. To the
best of North Fork's knowledge, any of the individuals
named in Schedule I hereto, owns any Common Stock.
(c) The following sales of Common Stock were
effected by North Fork during the past 60 days:
Trade Number of Price Per
Date Shares Share
7/30/96 150,000 $28.6875
7/31/96 30,000 $28.75
The foregoing sales were accomplished through
brokerage transactions effected through The Nasdaq
National Market. Except as set forth above, neither
North Fork nor, to the best of North Fork's knowledge,
any of the individuals named in Schedule I hereto, has
effected any transaction in the Common Stock during the
past 60 days.
(d) Inapplicable.
(e) By virtue of the sales of Common Stock
described above, North Fork ceased to be the owner of 5%
of the Common Stock on July 30, 1996.
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: August 1, 1996
NORTH FORK BANCORPORATION, INC.
By: /s/ Daniel M. Healy
Name: Daniel M. Healy
Title: Chief Financial
Officer and
Executive Vice
President
