UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
N/A
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Date of Event which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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).
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CUSIP No. 419352-10-9 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Columbia Federal Savings Bank Employee Stock Ownership Plan
IRS # 11-0639973
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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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5 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ---------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
0
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
664,116
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,116
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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
7.49% of 8,859,692 shares of Common Stock outstanding as of
December 31, 1998
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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: 615 Merrick Avenue
Westbury, New York 11590
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.
615 Merrick Avenue
Westbury, New York 11590
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/ An employee benefit plan which is subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended.
ITEM 4
OWNERSHIP:
The following information with respect to the ownership of Common Stock
by the Columbia Federal Savings Bank Employee Stock Ownership Plan (the "Plan")
is provided as of December 31, 1998. 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. . . . . 664,116
(b) PERCENT OF CLASS . . . . . . . . . . . . 7.49%
(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 . . . . . 664,116
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 section 401(a) of the Internal Revenue Code of 1986. The Plan is
administered by the ESOP Committee ("Committee") of CFS 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 in 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
since, 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 best 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
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Page 5 of 6 pages
Common Stock in a manner determined by the Trustee to be in the best interests
of Participants and their beneficiaries. As of December 31, 1998, of the 664,116
shares of Common Stock held by the Plan, 358,306 were allocated to the accounts
of Participants.
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Dividends declared on Common Stock held by the Plan that 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
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable
ITEM 9
NOTICE OF DISSOLUTION OF THE GROUP: Not applicable
ITEM 10
CERTIFICATION:
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 or with 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 that purpose or effect.
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Page 6 of 6 pages
SIGNATURE:
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: February 12, 1999
COLUMBIA FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
By: ESOP Committee of CFS Bank
By: /s/ Robert M. Sprotte
--------------------------------
Robert M. Sprotte
Member
By: /s/ George S. Worgul
--------------------------------
George S. Worgul
Member
By: /s/ Michael J. Levine
--------------------------------
Michael J. Levine
Member
