UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
HAVEN BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
419352-10-9
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(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 that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP No.419352-10-9 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
Columbia Federal Savings Bank
Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan of a Delaware corporation.
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0
NUMBER OF 5 SOLE VOTING POWER
SHARES BENEFICIALLY -----------------------------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING 0
PERSON -----------------------------------------------
WITH
7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
650,348
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,348
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% of 8,784,700 shares of Common Stock outstanding as of
December 31, 1997
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 pages
ITEM 1(A)
NAME OF ISSUER: Haven Bancorp, Inc. ("Company")
ITEM 1(B)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 93-22 Jamaica Avenue
Woodhaven, NY 11421
ITEM 2(A)
NAME OF PERSON FILING: ESOP Committee of the Board of Directors
of CFS Bank
ITEM 2(B)
ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Haven Bancorp, Inc.
93-22 Jamaica Avenue
Woodhaven, NY 11421
ITEM 2(C)
CITIZENSHIP: Employee benefit plan of Delaware corporation.
ITEM 2(D)
TITLE OF CLASS OF SECURITIES: Common stock, par value $.01 per share ("Common
Stock").
ITEM 2(E)
CUSIP NUMBER: 419352-10-9
ITEM 3
The person filing is an:
(f) |X| Employee Benefit Plan, or pension fund which is subject to the
provisions of the Employee Retirement Income Security Act or 1974 or an
endowment fund.
ITEM 4
OWNERSHIP:
The following information with respect to the Plan's ownership
of Common Stock is provided as of December 31, 1997. None of the shares set
forth below constitute shares the beneficial ownership of which the Plan had the
right to acquire within 60 days following such date.
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Page 4 of 6 pages
(A) AMOUNT BENEFICIALLY OWNED. . . . . 650,348
(B) PERCENT OF CLASS . . . . . . . . . . . . 7.4%
(C) NUMBER OF SHARES AS TO WHICH
SUCH PERSON HAS:
(I) SOLE POWER TO VOTE OR TO
DIRECT THE VOTE . . . . . . . . . 0
(II) SHARED POWER TO VOTE OR TO
DIRECT THE VOTE. . . . . . . . . 0
(III) SOLE POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . . 0
(IV) SHARED POWER TO DISPOSE OR TO
DIRECT DISPOSITION OF . . . . 650,348
The Plan was adopted by the Board of Directors of the Company,
effective as of January 1, 1993, and is intended to be a tax-qualified plan
under the Internal Revenue Code of 1986. The Plan is administered by the ESOP
Committee ("Committee") of Columbia Federal Savings Bank ("Bank"), which is a
wholly-owned subsidiary of the Company. The Committee currently consists of
three directors of the Bank, and the assets of the Plan are held in a trust
("Trust") for which Chase Manhattan Bank serves as trustee ("Trustee").
Pursuant to the written plan document governing the Plan
("Plan Document"), each Participant in the Plan ("Participant") is entitled to
direct the Trustee as to the manner in which Common Stock held by the Plan and
allocated to his or her account is voted on all matters on which shareholders of
the Company may vote. Any unallocated Common Stock is generally required to be
voted by the Trustee in the same proportion as Common Stock which has been
allocated to Participants is directed to be voted. Each Participant also has the
right to direct whether Common Stock held by the Plan and allocated to his or
her account should be delivered by the Trustee in response to a tender offer
made to holders of Common Stock and to direct the assertion of dissenters'
rights with respect to any matter in which holders of Common Stock have the
right to assert such rights. Any unallocated Common Stock is generally required
to be delivered by the Trustee in response to a tender offer, and dissenters'
rights with respect to such unallocated Common Stock are required to be
asserted, in the same proportion as Common Stock which has been allocated to
Participants. The Committee shares dispositive power over Common Stock held
under the Plan as, pursuant to the Plan Document and Trust Agreement, the
Committee can direct the Trustee to purchase or sell shares of Common Stock if
it considers such action to be in the interests of the Participants.
Notwithstanding the foregoing, the Trustee is required to vote or deliver, or to
assert dissenters' rights with respect to, all unallocated Common Stock in a
manner determined by the Trustee to be in the best interests of Participants and
their
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Page 5 of 6 pages
beneficiaries. As of December 31, 1997, of the 650,348 shares of Common Stock
held by the Plan, 279,558 were allocated to the accounts of Participants.
ITEM 5
Not applicable
ITEM 6
Dividends declared on Common Stock held by the Plan which have
been allocated to the account of a Participant are allocated to the account of
such Participant. Such dividends may be held and invested in the same manner as
funds generally held or invested by the Plan which are not invested in Common
Stock or distributed to Participants in accordance with and at such time as
provided in the Plan Document. Participants may receive, or direct the receipt
of, proceeds of the sale of Common Stock held by the Plan and allocated to their
accounts to the extent they have become vested in such Common Stock and at such
times as provided in the Plan Document. Dividends declared on Common Stock held
by the Plan and not allocated to the account of a Participant are used to repay
any loan made to the Plan for the purpose of enabling it to purchase Common
Stock. No Participant has the right to receive or the power to direct the
receipt of dividends on, or the proceeds of the sale of, a number of shares held
by the Plan which exceeds 5% of the Common Stock issued and outstanding as of
the date hereof.
ITEM 7
Not applicable
ITEM 8
Not applicable
ITEM 9
Not applicable
ITEM 10
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held 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 and are not held in
connection with or as a participant in any transaction having such purposes or
effect.
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Page 6 of 6 pages
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.
COLUMBIA FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
By: ESOP Committee of CFS Bank
By /s/ Robert L. Koop Date: February 17, 1998
-----------------------------------
Robert L. Koop
Member
By /s/ Joseph A. Ruggiere Date: February 17, 1998
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Joseph A. Ruggiere
Member
By /s/ Robert M. Sprotte Date: February 17, 1998
---------------------------
Robert M. Sprotte
Member
