CUSIP No. 419352-10-9 Page 1 of 25 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
HAVEN BANCORP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
419352-10-9
(CUSIP Number)
Phillip M. Goldberg
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-2549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 1999
(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 [ ].
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CUSIP No. 419352-10-9 Page 2 of 25 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, 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
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 512,500 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
512,500 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
512,500 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.7%
14 Type of Reporting Person
PN
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CUSIP No. 419352-10-9 Page 3 of 25 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge - Strategic Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, 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
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 512,500 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
512,500 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
512,500 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.7%
14 Type of Reporting Person
PN
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CUSIP No. 419352-10-9 Page 4 of 25 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
John W. Palmer
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, 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
United States of America
7 Sole Voting Power
6,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 512,500 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 6,000 shares
10 Shared Dispositive Power
512,500 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
518,500 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.8%
14 Type of Reporting Person
IN
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CUSIP No. 419352-10-9 Page 5 of 25 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Lashley
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, 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
United States of America
7 Sole Voting Power
4,500 shares
Number of
Shares 8 Shared Voting Power
Beneficially 515,500 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 4,500 shares
10 Shared Dispositive Power
515,500 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
520,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.8%
14 Type of Reporting Person
IN
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CUSIP No. 419352-10-9 Page 6 of 25 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Irving Smokler
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, 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
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 90,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
90,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
90,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
1.0%
14 Type of Reporting Person
IN
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CUSIP No. 419352-10-9 Page 7 of 25 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Beth Lashley
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 3,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
3,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
0.1%
14 Type of Reporting Person
IN
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CUSIP No. 419352-10-9 Page 8 of 25 Pages
Item 1. Security and Issuer
This is Amendment 1 to a Schedule 13D filed jointly by Financial Edge
Fund, L.P., a Delaware limited partnership ("Financial Edge Fund"), Financial
Edge - Strategic Fund, L.P., a Delaware limited partnership ("Financial Edge
Strategic"), Irving Smokler, John W. Palmer, Richard J. Lashley and Beth Lashley
(collectively, the "Group") on August 26, 1999 (the "Original 13D"). This
Amendment 1 relates to the common stock, $.01 par value ("Common Stock"), of
Haven Bancorp, Inc. (the "Issuer"). The address of the principal executive
offices of the Issuer is 615 Merrick Avenue, Westbury, New York 11590. The joint
filing agreement of the members of the Group is attached hereto as Exhibit 1.
The following items in the Original 13D are amended to read in their entirety as
follows:
Item 2. Identity and Background
(a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard
Lashley, with respect to the shares of Common Stock beneficially owned by Mr.
Palmer and Mr. Lashley, including (i) shares of Common Stock held in their names
and/or their spouses and minor children, (ii) shares of Common Stock held in the
name of Dr. Smokler and (iii) shares of Common Stock held in the name of
Financial Edge Fund and Financial Edge Strategic, in Mr. Palmer's and Mr.
Lashley's capacities as the general partners of PL Capital, LLC, a Delaware
limited liability company ("PL Capital"), the general partner of Financial Edge
Fund and Financial Edge Strategic. The business address of Mr. Palmer and Mr.
Lashley is 2015 Spring Road, Suite 290, Oak Brook, Illinois 60523. Mr. Palmer
and Mr. Lashley serve as the Managing Members of PL Capital, which is the
General Partner of Financial Edge Fund and Financial Edge Strategic. The
principal employment of Mr. Palmer and Mr. Lashley is investment management.
Dr. Irving Smokler is filing this statement with respect to the shares
of Common Stock beneficially owned by Dr. Smokler. Dr. Smokler's principal
employment is real estate investment; his business address is 505 East Huron,
Suite 303, Ann Arbor, Michigan 48104.
Ms. Lashley is filing this statement with respect to the shares of
Common Stock beneficially owned by Ms. Lashley. Ms. Lashley is not employed; her
address is c/o PL Capital, LLC, 2015 Spring Road, Suite 290, Oak Brook, Illinois
60523.
(d) During the past five years, no member of the Group has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, no member of the Group has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is 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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CUSIP No. 419352-10-9 Page 9 of 25 Pages
(f) All of the individuals who are members of the Group are citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Financial Edge Fund to acquire
the 391,000 shares of Common Stock it holds in its name is $6,462,000. Such
funds were provided in part from Financial Edge Fund's available capital and,
from time to time, in part by margin account loans from subsidiaries of The Bear
Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of
business.
The amount of funds expended to date by Financial Edge Strategic to
acquire the 31,500 shares of Common Stock it holds in its name is $456,000. Such
funds were provided in part from Financial Edge Strategic's available capital
and, from time to time, in part by margin account loans from subsidiaries of
Bear Stearns, extended in the ordinary course of business.
The amount of funds expended to date by Mr. Palmer to acquire the
6,000 shares of Common Stock he holds in his name is $77,196. Such funds were
provided from Mr. Palmer's personal funds.
The amount of funds expended to date by Mr. Lashley to acquire the
4,500 shares of Common Stock he holds in his name (including shares held in a
custodian account for Mr. Lashley's minor daughter) is $61,580. Such funds were
provided from Mr. Lashley's personal funds.
The amount of funds expended to date by Dr. Smokler to acquire the
90,000 shares he holds in his name is $1,339,000. Such funds were provided in
part from Dr. Smokler's personal funds and, from time to time, in part by margin
account loans from subsidiaries of Bear Stearns, extended in the ordinary course
of business.
The amount of funds expended to date by Ms. Lashley to acquire the
3,000 shares of Common Stock she holds in her name is $37,900. Such funds were
provided from Ms. Lashley's IRA account held at Bear Stearns.
All purchases of Common Stock made by members of the Group using funds
borrowed from Bear Stearns were made in margin transactions on Bear Stearns'
usual terms and conditions. All or part of the shares of Common Stock owned by
members of the Group may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such entities to
members of the Group. Such loans generally bear interest at a rate based upon
the broker's call rate from time to time in effect. Such indebtedness, if any,
may be refinanced with other banks or broker-dealers.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by
Members of the Group is to profit from appreciation in the market price of the
Common Stock through the
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CUSIP No. 419352-10-9 Page 10 of 25 Pages
assertion of shareholder rights and influencing the policies of the Issuer.
Members of the Group have previously communicated to the management and Board of
Directors of the Issuer their concerns over the Issuer's financial performance
and prospects as a stand-alone entity in a competitive and rapidly consolidating
banking market. The Group has also encouraged the Issuer's management and Board
to take corrective action to maximize the value of the Issuer's stock, including
seeking the sale of the Issuer to a larger banking organization.
In connection with those efforts, on several occasions Members of the
Group have requested to meet with the senior management and Board of Directors
of the Issuer. At the written invitation of the Issuer's Board (a copy of which
is attached as Exhibit 8), on September 28, 1999, Messrs. Lashley and Palmer met
at the Issuer's headquarters with Mr. Philip Messina, Chairman and Chief
Executive Officer, Mr. William Jennings, Executive Vice President, and Mr. Mark
Ricca, Senior Vice President and General Counsel of the Issuer. During that
meeting, Mr. Messina and the other representatives of the Issuer declined to
answer any questions or engage in any substantive discussion of the Group's
concerns or Haven's prospects. Despite this, Messrs. Lashley and Palmer
reiterated their concerns over the financial and operating performance of Haven
and its prospects as an independent entity. At that meeting Messrs. Lashley and
Palmer also stated that: (1) they believed the Issuer's Board should immediately
engage an investment banking firm and (2) the investment banking firm should be
given a mandate to seek the highest bid for the Issuer through an orderly sale
to a larger banking organization.
At the September 28th meeting, Mr. Lashley delivered to the Issuer a
written request for the Issuer's most recent shareholder list and other related
items, a copy of which is attached as Exhibit 9.
On September 7, 1999 Messrs. Lashley and Palmer sent a letter to the
Issuer's five outside Board Members, a copy of which is attached as Exhibit 10.
The letter noted that the Board of the Issuer was scheduled to vote, at its next
scheduled meeting at the end of September, on the extension of CEO Philip
Messina's current employment agreement from September 23, 2001, to September 23,
2002. The letter recommended that the Board consider the financial and operating
performance of Haven under Mr. Messina's leadership as the basis for renewing or
denying Mr. Messina's contract extension. The letter also suggested that the
Board engage outside industry experts (e.g., an investment banking and appraisal
firm) to assist the Board in its review. The letter also stated that, in the
opinion of Messrs. Lashley and Palmer, if the Board did an objective review of
the Issuer's performance under Mr. Messina, it would not extend Mr. Messina's
contract to September 23, 2002.
In response to the September 7th letter noted above, Messrs. Lashley
and Palmer received, via telefax on September 27, 1999, a letter dated September
22, 1999, signed by the Issuer's five outside Board Members, a copy of which is
attached as Exhibit 11. As of the date of this filing, the Members of the Group
have not been able to ascertain what actions the Issuer's Board took with
respect to the extension of Mr. Messina's contract or whether the Issuer has
engaged an investment banking firm or other experts.
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CUSIP No. 419352-10-9 Page 11 of 25 Pages
In the future the Group may: (1) communicate and discuss its views
with other shareholders; (2) contact financial institutions that may have an
interest in acquiring Haven; (3) make proposals to the Issuer's Board and
management (including with regard to a possible sale of the Issuer); (4) seek
representation on the Issuer's Board and (5) solicit proxies or written consents
from other shareholders of the Issuer with respect to Board representation or
other proposals for shareholder action.
Members of the Group may make further purchases of shares of Common
Stock. Members of the Group may dispose of any or all the shares of Common Stock
held by them, although they have no current intention to do so. Except as noted
in this Schedule 13D, no member of the Group has any plans or proposals, which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any
time and from time to time, review or reconsider their positions and formulate
plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
The percentages used in this Schedule 13D are calculated based upon
the number of outstanding shares of Common Stock, 8,960,357 reported on the
Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 1999. As of
the close of business on October 6, 1999, the Group owned beneficially an
aggregate of 526,000 shares of the Issuer's Common Stock. All purchases and
sales of Common Stock reported herein were made in open market transactions on
the Nasdaq National Market System.
(A) Financial Edge Fund
(a) Aggregate number of shares beneficially owned: 512,500
Percentage: 5.7%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 512,500
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 512,500
(c) On August 31, 1999, Financial Edge Fund purchased 5,000 shares of
Common Stock at a price of $16.38 per share for a total cost of
$81,900. On September 17, Financial Edge Fund purchased 3,000 shares
of Common Stock at a price of $16.00 per share for a total cost of
$48,000. On September 28, Financial Edge Fund purchased 10,000 shares
of Common Stock at a price of $15.44 per share for a total cost of
$154,400. On September 30, Financial Edge Fund purchased 5,500 shares
of Common Stock at a price of $15.90 per share for a total cost of
$87,450.
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CUSIP No. 419352-10-9 Page 12 of 25 Pages
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley
have the power to direct the affairs of Financial Edge Fund, including
the voting and disposition of shares of Common Stock held in the name
of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are
deemed to share voting and disposition power with Financial Edge Fund
with regard to those shares of Common Stock.
(B) Financial Edge Strategic
(a) Aggregate number of shares beneficially owned: 512,500
Percentage: 5.7%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 512,500
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 512,500
(c) On September 30, 1999 Financial Edge Strategic Fund purchased 1,000
shares of Common Stock at a price of $15.78 per share for a total cost
of $15,780.
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Strategic, Mr. Palmer and Mr.
Lashley have the power to direct the affairs of Financial Edge
Strategic, including the voting and disposition of shares of Common
Stock held in the name of Financial Edge Strategic. Therefore, Mr.
Palmer and Mr. Lashley are deemed to share voting and disposition
power with Financial Edge Strategic with regard to those shares of
Common Stock.
(C) Mr. John Palmer
(a) Aggregate number of shares beneficially owned: 518,500
Percentage: 5.8%
(b) 1. Sole power to vote or to direct vote: 6,000
2. Shared power to vote or to direct vote: 512,500
3. Sole power to dispose or to direct the disposition: 6,000
4. Shared power to dispose or to direct disposition: 512,500
(c) Mr. Palmer has made no purchases or sales since the Original 13D.
(D) Mr. Richard Lashley
(a) Aggregate number of shares beneficially owned: 520,000
Percentage: 5.8%
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CUSIP No. 419352-10-9 Page 13 of 25 Pages
(b) 1. Sole power to vote or to direct vote: 4,500
2. Shared power to vote or to direct vote: 515,500
3. Sole power to dispose or to direct the disposition: 4,500
4. Shared power to dispose or to direct disposition: 515,500
(c) Mr. Lashley has made no purchases or sales since the Original 13D.
(E) Dr. Irving Smokler
(a) Aggregate number of shares beneficially owned: 90,000
Percentage: 1.0%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 90,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 90,000
(c) On August 31, 1999, Dr. Smokler purchased 5,000 shares of Common Stock
at a price of $16.30 per share for a total cost of $81,600. On
September 15, Dr. Smokler purchased 4,800 shares of Common Stock at a
price of $17.25 per share for a total cost of $82,800. On September
22, Dr. Smokler purchased 15,000 shares of Common Stock at a price of
$16.00 per share for a total cost of $240,000.
(d) Pursuant to an Operating Agreement dated April 29, 1999 between Dr.
Smokler and PL Capital, Dr. Smokler has made certain agreements
regarding Common Stock with PL Capital and its managing members, Mr.
Palmer and Mr. Lashley. Because of this arrangement, PL Capital and
its managing members are deemed to share voting and disposition power
with Dr. Smokler with regard to those shares of Common Stock.
(F) Ms. Beth Lashley
(a) Aggregate number of shares beneficially owned: 3,000
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 3,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 3,000
(c) Ms. Lashley has made no purchases or sales since the Original 13D.
(d) Ms. Lashley shares with Mr. Lashley the power to direct the
disposition of the shares of Common Stock beneficially owned by Ms.
Lashley, pursuant to a
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CUSIP No. 419352-10-9 Page 14 of 25 Pages
trading authorization granted by Ms. Lashley to Mr. Lashley for her
account with Bear Stearns, under that company's usual terms and
conditions.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than the Joint Filing Agreement filed as Exhibit 1 to this
statement, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof and between such
persons and any person with respect to any securities of the Company, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of proxies,
except for sharing of profits. PL Capital and Dr. Smokler have entered into an
Investment Partnership Agreement which allocates to PL Capital a portion of any
realized profit with respect to the shares owned by Dr. Smokler. PL Capital, as
General Partner of the Financial Edge Fund and Financial Edge Strategic, is
entitled to receive an allocation of profits with respect to the shares owned by
those partnerships.
Item 7. Material to be Filed as Exhibits
No. Description
--- -----------
1 Joint Filing Agreement.
2 Letter from Mr. Lashley to Issuer, dated June 16, 1999.*
3 Letter from Issuer to Mr. Lashley, dated June 28, 1999.*
4 Letter from Messrs. Lashley and Palmer to Issuer, dated July 28, 1999.*
5 Letter from Issuer to PL Capital, LLC, dated July 30, 1999.*
6 Letter from Messrs. Lashley and Palmer to Issuer, dated August 16, 1999.*
7 Letter from Messrs. Lashley and Palmer to Issuer, dated August 30, 1999.*
8 Letter from Issuer to Messrs. Lashley and Palmer, dated September 10, 1999.
9 Letter from Mr. Lashley to Issuer, dated September 27, 1999.
10 Letter from Messrs. Lashley and Palmer to Issuer, dated September 7, 1999.
11 Letter from Issuer to Messrs. Lashley and Palmer, dated September 22, 1999.
- --------------------
*Filed as part of the Original 13D.
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CUSIP No. 419352-10-9 Page 15 of 25 Pages
SIGNATURES
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.
Date: October 7, 1999
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer By: /s/ Richard Lashley
John Palmer Richard Lashley
By: /s/ Irving Smokler By: /s/ Beth Lashley
Dr. Irving Smokler Beth Lashley
CUSIP No. 419352-10-9 Page 16 of 25 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree that the Schedule 13D to which this Joint
Filing Agreement is being filed as an exhibit shall be a joint statement filed
on behalf of each of the undersigned.
Date: August 30, 1999
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer By: /s/ Richard Lashley
John Palmer Richard Lashley
By: /s/ Irving Smokler By: /s/ Beth Lashley
Dr. Irving Smokler Beth Lashley
CUSIP No. 419352-10-9 Page 17 of 25 Pages
EXHIBIT 8
[On Haven Bancorp Letterhead]
September 10, 1999
VIA FACSIMILE and
FIRST CLASS MAIL
PL Capital, LLC
323 Main Street
Chatham, New Jersey 07928
Attention: Messrs. Lashley and Palmer
Gentlemen:
We have received your letters of July 28 and August 16, 1999. As promised, the
Board of Directors of Haven Bancorp, Inc. considered your letters at our
regularly scheduled board meeting on August 26, 1999. The Board concluded that
it is appropriate to invite you to meet with Mr. Jennings and me to discuss the
contents of your letters in greater detail.
Please call the undersigned to arrange a mutually convenient time for our
meeting. We appreciate your interests in Haven and look forward to our meeting.
Sincerely,
Board of Directors of Haven Bancorp, Inc.
By: /s/ Philip S. Messina
Philip S. Messina
Chairman of the Board, President
and Chief Executive Officer
615 Merrick Avenue
Westbury, NY 11590
CUSIP No. 419352-10-9 Page 18 of 25 Pages
EXHIBIT 9
[On PL Capital Letterhead]
September 27, 1999
Mr. Philip Messina
Chairman, President and CEO
Haven Bancorp, Inc.
615 Merrick Avenue
Westbury, NY 11590
Re: Demand For Stock Ledger, Stockholder List and Books and Records
Dear Mr. Messina:
Pursuant to the applicable provisions of Delaware law, the undersigned
hereby demands an opportunity to inspect during normal business hours the stock
ledger, current list of the stockholders (in alphabetical order, setting forth
the name and address of each stockholder and the number of shares registered in
the name of each such stockholder, as of the most recent date available), and
books and records of Haven Bancorp, Inc. ("Haven"), and an opportunity to make
copies of or extracts from such documents. I hereby certify to Haven that I am
the record owner of 500 shares of common stock of Haven, as evidenced by the
enclosed copy of stock certificate # HB 002712.
In connection with the foregoing demand, I further demand the
opportunity to inspect and copy the following, updated as of the record date for
the 1999 Annual Meeting of Stockholders, all of which should be in the
possession of Haven or one of its agents:
1. All daily stock transfer sheets showing changes in the stockholder list
referred to in the preceding paragraph which are in or come into the
possession of Haven or the transfer agent(s) for the common stock of Haven
beginning the day following the date of such list.
2. All information in Haven's possession and/or subject to its direction or
control and/or which can be obtained from nominees of any central
depository system relating to the breakdown of all brokerage and financial
institutions holding shares for their customers in street name and a
breakdown of holdings which appear on the corporate stock ledger under the
names of any central depository system (e.g., Cede & Co.).
3. A list of the names, addresses and securities positions of non-objecting
beneficial owners and acquiescing beneficial owners obtained by Haven from
brokers and dealers pursuant to the applicable rules promulgated under the
Securities Exchange Act of 1934, as amended. If such list is not available
as of a recent date, such list should be requested.
<PAGE>
CUSIP No. 419352-10-9 Page 19 of 25 Pages
4. A list of the names and addresses of employee participants in any stock
ownership plan of Haven as of the date of the stockholder list.
5. The Pershing/DLJ omnibus proxy list.
6. The Philadep omnibus proxy list.
7. Any other omnibus proxies produced by ADP for client banks or brokers,
listing among other things any respondent positions.
8. Any omnibus proxy produced by Bank of New York, or any other bank or
broker, listing among other things any respondent positions.
9. Any record date information provided by ADP relative to shares held for
their clients, and the number of holders at each of their client firms
holding shares of Haven.
10. All minutes or other records of any meeting or any action or discussion at
any meeting of the Board of Directors or a committee of the Board of
Directors relating in any way to the election of directors at the 2000
Annual Meeting of Stockholders (including, without limitation, any
recommendations or communications to or from stockholders regarding
director nominations or election of directors).
11. Financial records of Haven Bancorp, CFS Bank and all other subsidiaries,
including the most recent month end general ledger and consolidating
financial statement schedules.
12. All documents constituting, referring to or relating to any amendments to
the Bylaws or Articles of Incorporation of Haven proposed or approved
within the past two years.
I further demand that modifications of, additions to or deletions
from, any and all information referenced above subsequent to the date of the
stockholder list referred to above be furnished to me as and when the same
becomes available to Haven or its agents or representatives. In the event any or
all of the information encompassed by this demand is available in the form of
computer tape or other medium suitable for use by computer or word processor, I
demand inspection and copying of such computer tape or other medium as well as
any program, software, manual or other instructions necessary for the practical
use of such information.
Foley & Lardner, which is acting as my counsel, or my designated
agent, is authorized to make the above-referenced inspection and receive copies
on my behalf pursuant to the Power of Attorney attached hereto.
<PAGE>
CUSIP No. 419352-10-9 Page 20 of 25 Pages
I will bear the reasonable costs incurred by Haven (including those of
its transfer agent(s)) in connection with the production of the information with
regard to which demand is made herein.
The purposes for requesting such inspection and copying are to
communicate with stockholders regarding opportunities for Haven to maximize
stockholder value (including, without limitation, the pursuit of a possible
business combination) and to facilitate a possible solicitation of proxies in
connection with the 2000 Annual Meeting of Stockholders.
Under applicable Delaware law, Haven is required to respond to this
request within five (5) business days after receiving this letter. Please advise
my counsel, Phillip M. Goldberg of Foley & Lardner, One IBM Plaza, 330 N. Wabash
Avenue, Chicago, Illinois 60611-3608 (telephone number: 312-755-1900) as to when
the items sought will be made available, and in what form.
Very truly yours,
/s/ Richard J. Lashley
Richard J. Lashley
<PAGE>
CUSIP No. 419352-10-9 Page 21 of 25 Pages
STATE OF NEW JERSEY
COUNTY OF MORRIS
ss:
Richard Lashley, having been first duly sworn according to law, did
depose, swear and say that he is authorized to execute the foregoing Demand for
Stock Ledger, Stockholder List and Books and Records and to make the demands,
designations, authorizations and representations contained therein, and that the
matters contained in the foregoing Demand for Stock Ledger, Stockholder List and
Books and Records are true and correct.
Sworn to and subscribed before me by Richard J. Lashley, on
this 27 day of September, 1999.
/s/ Anne P. Gosnell
Notary Public
My Commission Expires: April 26, 2000
<PAGE>
CUSIP No. 419352-10-9 Page 22 of 25 Pages
POWER OF ATTORNEY
-----------------
STATE OF NEW JERSEY
COUNTY OF MORRIS ss:
I, Richard Lashley, do hereby make, constitute and appoint the law
firm of Foley & Lardner, or any of its designated agents, to act on my behalf,
to inspect and receive copies of the stockholder records of Haven Bancorp, Inc.
requested in the accompanying demand.
By: /s/ Richard J. Lashley
Richard J. Lashley
Sworn to and subscribed before me by Richard J. Lashley, on
this 27 day of September, 1999.
/s/ Anne P. Gosnell
Notary Public
My Commission Expires: April 26, 2000
CUSIP No. 419352-10-9 Page 23 of 25 Pages
EXHIBIT 10
[On PL Capital Letterhead]
September 7, 1999
Mr. George Worgul
Mr. Michael Levine
Mr. Robert Sprotte
Msgr. Thomas Hartman
Mr. Michael Fitzpatrick
c/o Haven Bancorp, Inc.
615 Merrick Avenue
Westbury, NY 11590
Dear Sirs:
As non-executive, outside members of Haven Bancorp's Board of Directors, you are
no doubt aware that one of your most important duties and responsibilities is
oversight of the senior executives of Haven Bancorp and its subsidiary bank, CFS
Bank. Among other responsibilities, the Board is charged annually with the
important task of reviewing the performance of Haven's CEO, Philip Messina.
Specifically, on September 23, 1999, the anniversary date of Mr. Messina's
employment agreements with CFS Bank (the Bank Agreement) and Haven Bancorp (the
Company Agreement) (collectively, the Agreements), the Board has the
responsibility to undertake a review Mr. Messina's performance, in order to
decide whether to extend the Agreements for another year, thereby extending the
term of Mr. Messina's Agreements to September 23, 2002 (as you know, the
Agreements are three year rolling "evergreen" agreements that are reviewed, and
if approved, extended annually).
Given that the supermarket banking strategy is now 3 years old and has reached
$700 million of deposits, we presume the Board will undertake a thorough and
objective review of the success, or failure, of that strategy, and Haven's
overall performance, as a basis for deciding whether to extend the Agreements.
We believe that such a review comes down to a few questions, namely:
"What is the current value of the supermarket banking franchise?"
"Does that value justify the expenditures made to date?"
"Is Haven better off today than it was last year, the year before, or in 1996
(prior to adopting the supermarket strategy)?" "How does Haven's performance
compare to its peers?"
Most industry participants have legitimate concerns about whether the current or
prospective value of Haven's supermarket banking franchise justifies the
significant costs incurred (which we estimate to be in the range of $60 to $100
million, pretax, since mid 1996). If those significant outlays have not created
significant additional franchise value, this raises serious
<PAGE>
CUSIP No. 419352-10-9 Page 24 of 25 Pages
issues of accountability and responsibility, and the corrective steps needed to
preserve, and then maximize, remaining shareholder value.
Prior to the September 23, 1999 Board decision to extend, or not extend, Mr.
Messina's contracts to September 23, 2002 (it is our understanding that each
agreement would currently expire, if not extended, on September 23, 2001), we
strongly suggest that the Board engage outside industry experts, such as an
investment banking and appraisal firm, to review and value the supermarket
banking strategy and to give the Board strategic advice on the current state of
the thrift industry and Haven's prospects. An analysis of Haven's performance
compared to its peers should also be prepared. In addition to deciding upon
extension of the Agreements, these analyses should also be useful to the Board
in making other compensation and employment decisions, including extension of
other senior executives' employment contracts. Given that Haven's supermarket
banking strategy is so unique and controversial, and the investment of
shareholders capital so significant, we believe it would be imprudent for the
Board to meet its responsibilities in these matters without utilizing the
assistance of qualified, objective, outside experts. We also suggest the Board
form a committee of outside, independent directors to address these issues, and
that the committee consider hiring its own independent counsel to advise it on
its obligations and duties.
In our opinion, if the Board does an objective review of Haven's performance
under Mr. Messina's leadership, it will vote to not extend Mr. Messina's
Agreements to September 23, 2002.
The Board's actions and decisions in the next few weeks and months are extremely
important. We hope the five of you, as outside, independent directors elected as
representatives of Haven's shareholders, will undertake your obligations
thoughtfully and objectively.
Sincerely,
Richard Lashley John Palmer
Principal Principal
CUSIP No. 419352-10-9 Page 25 of 25 Pages
EXHIBIT 11
[On Haven Bancorp Letterhead]
September 22, 1999
VIA FACSIMILE and
FIRST CLASS MAIL
PL Capital, LLC
323 Main Street
Chatham, New Jersey 07928
Attention: Messrs. Lashley and Palmer
Gentlemen:
Thank you for your letter of September 7, 1999. Please be assured that we are
aware of our duties as directors and will carry them out accordingly.
Sincerely,
Board of Directors of Haven Bancorp, Inc.
By: /s/ Robert M. Sprotte /s/ Michael Levine
Robert M. Sprotte Michael Levine
/s/ George S. Worgul /s/ Msgr. Thomas Hartman
George S. Worgul Msgr. Thomas Hartman
/s/ Michael Fitzpatrick
Michael Fitzpatrick
615 Merrick Avenue
Westbury, NY 11590
