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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) SEPTEMBER 25, 1996
HAVEN BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
000-21628
(Commission File Number)
11-3153802
(I.R.S. Employer Identification No.)
93-22 JAMAICA AVENUE, WOODHAVEN, NEW YORK 11421
(Address of principal executive offices) (Zip Code)
(718) 847-7041
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS
On September 25, 1996, Haven Bancorp, Inc., a Delaware
corporation (the "Registrant" or "Haven"), announced that its
wholly-owned subsidiary, Columbia Federal Savings Bank
("Columbia") had entered into a Master Licensing Agreement
("licensing agreement") dated as of September 24, 1996 with
Pathmark Stores, Inc. ("Pathmark") to open approximately 44 full-
service bank branches in Pathmark supermarkets throughout New
York City, Long Island, Westchester and Rockland counties by
early 1998. The licensing agreement provides, among other
things, that during the 15-year period commencing as of the date
of the agreement, Columbia and Pathmark expect to enter into
individual license agreements for approximately 44 bank branch
facilities that have been identified as part of the agreement
and, additionally, Columbia has agreed to open a branch facility
in all new Pathmark supermarkets that open for business during
the term of the agreement in New York State in New York, Bronx,
Queens, Kings, Richmond, Nassau, Suffolk, Westchester and
Rockland Counties (excluding a proposed supermarket premises on
125th Street in New York, New York). If, at any time during the
term of the agreement, Pathmark opens a supermarket in a county
in New York State other than those listed above, Pathmark will
offer Columbia the right to open a branch facility in such
supermarket. Consummation of the licensing agreements are
subject to the receipt of certain regulatory approvals.
The press release issued by the Registrant with respect to the
announcement of the transaction described herein is attached
hereto as Exhibit 99.1 and is hereby incorporated herein by
reference in its entirety. Also attached hereto as Exhibit 99.2
and incorporated herein by reference are certain data to be made
available by the Registrant in connection with a presentation to
be given by the Registrant to investment analysts on September
25, 1996.
This current report contains certain forward looking statements
consisting of estimates with respect to the financial condition,
results of operations and business of Haven as a result of the
agreement of Columbia with Pathmark that are subject to various
factors which could cause actual results to differ materially
from these estimates. In addition to factors that might
adversely affect the operations of Haven or the ability of
Pathmark to fulfill its obligations under the agreement
generally, these factors include, but are not limited to, (1)
delays in opening the supermarkets or the supermarket branches,
(2) construction cost overruns, (3) higher than anticipated
operating expenses, (4) a lower level of or higher cost for
deposits than anticipated, (5) technological or competitive
developments that make supermarket branching significantly less
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attractive, (6) adverse economic conditions, generally or in the
proposed market area develop and (7) an adverse interest rate
environment develops that adversely affects the interest rate
spread or other income anticipated from the proposed supermarket
branches.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of the Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Press Release, dated September 25, 1996.
99.2 Portions of Analyst Presentation.
SIGNATURE
Pursuant to the requirements of The Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
HAVEN BANCORP INC.
(Registrant)
Date: September 25, 1996 By: /s/ Catherine Califano
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Catherine Califano
Senior Vice President and
Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE: September 25, 1996
CONTACT: Cathy Califano, S.V.P./C.F.O., Haven Bancorp, tel.
(718) 849-0330
Frank Vitrano, Treasurer, Pathmark Stores, Inc., tel.
(908) 499-4917
Hal Levine/Marty Cohen, The Levine Group, tel.
(212) 682-8875
HAVEN BANCORP ANNOUNCES SUPERMARKET BANKING AGREEMENT WITH
PATHMARK STORES
Woodhaven, NY--Haven Bancorp, Inc. (Nasdaq: HAVN), the holding
company for Columbia Federal Savings Bank and Pathmark Stores,
Inc., today announced that Columbia and Pathmark have entered
into an agreement to open approximately 44 full-service bank
branches in Pathmark supermarkets throughout New York City, Long
Island, Westchester and Rockland counties by early 1998. This
strategic partnership is intended to establish Columbia and
Pathmark as New York's leader in supermarket banking and customer
convenience.
Columbia said it expects to open four of the new in-store banking
offices by the end of 1996. Of the 44 in-store banking offices,
15 will be in New York City, where Columbia currently operates
eight of its eleven branches. According to Philip S. Messina,
President and CEO of Columbia Federal and Haven Bancorp,
"Supermarket branching provides Columbia a cost-effective way to
extend our franchise and to put our sales force in contact with
more prospective customers than we could via traditional bank
branches."
Pathmark's Ron Marshall, Executive Vice President and CFO, said,
"In-store banking is a natural extension of the Pathmark one-stop
shopping concept, with added convenience for our customers. All
newly constructed Pathmark stores will feature an in-store
banking office. The partnership is part of our long-term
strategy to provide additional customer services."
The in-store branches will be full service facilities completely
staffed and offering the entire spectrum of Columbia's products
and services. The average size will be 400 square feet. In
general, the in-store branches will be open for business seven
days a week with evening hours. The first location to open will
be in the new Atlantic Center Pathmark in Brooklyn, scheduled to
open in mid-November.
"Columbia Federal Savings Bank has capitalized on the changing
financial services environment by expanding its range of products
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and services," Mr. Messina continued. "Today, the Bank can
address virtually all of its customers' financial needs whether
it be checking or savings accounts, certificates of deposit,
discount brokerage, mutual funds or annuities, a mortgage or home
equity loan, or a life insurance policy. In-store banking offers
the opportunity to penetrate new markets at a lower cost compared
to conventional banking."
"Pathmark's mix of suburban and urban locations offers the Bank
the opportunity to reach a wide range of households," Marshall
added.
Headquartered in Woodhaven, New York, Haven Bancorp is the
holding company for Columbia Federal Savings Bank, a community-
oriented institution offering deposit products, residential and
commercial real estate loans and a full range of financial
services including discount brokerage, mutual funds and annuities
and insurance through nine full-service branches and two
supermarket branches located in Queens, Nassau and Suffolk
County. As of June 30, 1996, Haven Bancorp had assets of $1.6
billion.
Pathmark is a regional supermarket company serving the New York,
New Jersey and Philadelphia metropolitan area, with annual sales
of approximately $4 billion in it's 143 supermarkets, including
51 of the new, expanded-service Pathmark 2000 format.
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EXHIBIT 99.2
PORTIONS OF ANALYST PRESENTATION
1) Columbia expects to make a capital investment of approximately
$12.6 million to construct and equip the 44 bank branch facilities
to be completed in February 1998. Columbia expects to open 4 in-
store branches by year-end 1996 and 3 per month thereafter.
2) Columbia expects to enter into individual licensing agreements
with Pathmark Stores, Inc. for each branch facility for a term of
15 years with an initial lease term of 5 years with two automatic
5 year renewals thereafter.
3) Columbia expects that the cost to operate each in-store branch
will be approximately $450,000 per year (including amortization of
leasehold improvements).
4) Columbia expects break-even operations in each in-store branch
to be achieved after approximately 12 months, and the pay-back
period for its capital investment in each in-store branch to be
achieved in approximately 18 to 24 months.
5) Columbia expects the in-store branches to be internally
financed initially if it elects to shrink its asset base, and will
keep its options open with respect to financing alternatives in
future years.
6) Columbia expects deposit balances in the in-store branches to
exceed $1 billion by year-end 1999.
7) The Registrant's management believes that the operation of in-
store branches will have a nominal impact on the Registrant's
earnings in 1996 and 1997 and is expected to be substantially
accretive to earnings in the years thereafter.
