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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) April 11, 2000
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.)
615 MERRICK AVENUE, WESTBURY, NEW YORK 11590
(Address of principal executive offices) (Zip Code)
(516) 683-4100
(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 March 24, 2000, Haven Bancorp, Inc. issued a press release
regarding the Company retaining the services of the investment
banking firm Lehman Brothers Inc. to explore strategic alternatives;
the formation of an independent board committee to work with Lehman
Brothers; and adopting a plan to reduce operating expenses. This
press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On April 7, 2000, Haven Bancorp, Inc. issued a press release
announcing the sale of parts of its residential mortgage origination
division and the restructuring of the remainder of the division.
This press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
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 March 24, 2000.
99.2 Press Release, dated April 7, 2000.
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: April 11, 2000 By: /s/ Catherine Califano
---------------------------
Catherine Califano
Senior Vice President and
Chief Financial Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE: March 24, 2000
CONTACTS: Catherine Califano, S.V.P. /C.F.O., Haven Bancorp
Tel. (516) 683-4483
Annette Esposito, F.V.P./Communications Director, Haven
Bancorp
Tel. (516) 683-4231
HAVEN BANCORP RETAINS LEHMAN BROTHERS TO EXPLORE STRATEGIC
ALTERNATIVES; FORMS INDEPENDENT BOARD COMMITTEE; ADOPTS PLAN TO
REDUCE OPERATING EXPENSES
Westbury, NY--Haven Bancorp, Inc. (Nasdaq: HAVN), the holding
Company for CFS Bank, today announced that it has retained the
investment banking firm of Lehman Brothers, Inc. to advise the
Board of Directors on strategic alternatives for the Company.
In addition, Haven has formed a three-person committee of outside
Board members to work with Lehman Brothers in these efforts.
Chaired by Michael A. McManus, Jr., the committee includes Hanif
(Wally) Dahya, and Robert M. Sprotte.
The Company had previously announced that it had engaged Lehman
Brothers to assist in evaluating optionswith respect to the
Company's residential mortgage origination division. The Company
expects a resolution regarding its residential mortgage division in
the near future, which will result in the Company recording a
restructuring charge, the amount of which cannot be determined at
this time.
In addition, the Board approved a plan to reduce operating expenses
through a reduction in the Company's workforce and elimination of
certain other expenses across all departments and divisions. The
Company expects to realize approximately $7 million in annualized
savings as a result of these measures.
Implementation of these initiatives will begin immediately.
"We have spent the past few years establishing CFS Bank as a true
pioneer in supermarket banking in the Northeast," said Philip S.
Messina, Chairman and Chief Executive Officer of Haven Bancorp/CFS
Bank. "As the next step in the continuing execution of our plan, we
are adopting these measures, which we believe will result in
increased shareholder value," concluded Messina.
In addition to its eight full-service traditional banking offices,
CFS Bank has 62 branches conveniently located inside leading
supermarket chains throughout the tri-state region. These
supermarket-based branches provide unparalleled convenience and
customer service, while offering a full range of CFS Bank financial
services.
Headquartered in Westbury, New York, Haven Bancorp, Inc. is the
holding company for CFS 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, annuities and insurance products through
eight full-service banking offices and 62 supermarket branches
located in New York City, Nassau, Suffolk, Rockland and Westchester
counties, New Jersey and Connecticut. Haven provides auto,
homeowners and business lines of insurance through its subsidiary,
CFS Insurance Agency, Inc. The Bank's deposits are insured by the
FDIC.
Statements made herein that are forward-looking in nature within
the meaning of the Private Securities Litigation Reform Act of
1995, are subject to risks and uncertainties that could cause
actual results to differ materially. Such risks and uncertainties
include, but are not limited to, those related to overall business
conditions, particularly in the consumer financial services,
mortgage and insurance markets in which Haven operates, fiscal and
monetary policy, competitive products and pricing, credit risk
management, Haven's ability to undertake a suitable transaction
with respect to its residential mortgage lending division, changes
in regulations affecting financial institutions and other risks and
uncertainties discussed in Haven's SEC filings, including its 1998
Form 10-K and Form 10-Qs for the first three quarters of 1999.
Haven disclaims any obligation to publicly announce future events
or developments, which may affect the forward-looking statements
contained herein.
Haven's Board of Directors and executive officers may be deemed
"participants" in Haven's proxy solicitation. Information regarding
these individuals may be found in Haven's preliminary proxy
materials that have been filed with the Securities and Exchange
Commission. A free copy of these materials, as well as other
publicly-filed documents of Haven, may be obtained at the SEC's
website at www.sec.gov. Stockholders are advised to read Haven's
preliminary proxy statement filed with the SEC and the definitive
proxy statement (when it becomes available), because these
documents contain, or will contain, important information.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE: April 7, 2000
CONTACTS: Catherine Califano, S.V.P. /C.F.O., Haven Bancorp
Tel. (516) 683-4483
Annette Esposito, F.V.P./Communications Director, Haven
Bancorp
Tel. (516) 683-4231
HAVEN BANCORP ANNOUNCES SALE OF PARTS OF ITS RESIDENTIAL MORTGAGE
ORIGINATION DIVISON; TAKES RESTRUCTURING CHARGES
Westbury, NY- Haven Bancorp, Inc. (Nasdaq: HAVN), the holding
company for CFS Bank today announced that it has sold a
substantial part of its residential mortgage origination division
to M&T Mortgage Corporation and is currently in negotiations to
sell its Fishkill, NY residential mortgage origination office in
a separate transaction. The Company will continue to provide
residential mortgage products to its customers from its Westbury,
NY headquarters.
The Company announced that it will record a pre-tax restructuring
charge of approximately $6.8 million in the first quarter of 2000
related to the completed sale of parts of its residential
mortgage origination division to M&T Mortgage Corporation, the
anticipated sale of its Fishkill, NY office and the restructuring
of the remainder of the division. The Company expects to realize
approximately $7 million in annualized savings as a result of
both the sale of parts of its mortgage origination division and
the restructuring of its mortgage origination operations.
" We have been working diligently to resolve the residential
mortgage origination division issues which have negatively
impacted our operating results," said Philip S. Messina, Chairman
and Chief Executive Officer of Haven Bancorp/ CFS Bank." Now that
we have substantially resolved these issues, we are well
positioned to further capitalize on our supermarket banking
strategy, which we believe will increase shareholder value,"
concluded Messina.
The Company previously announced on March 24th that its Board had
approved a plan to reduce operating expenses through a reduction
in the Company's workforce and the elimination of certain other
discretionary expenses, which is expected to result in annualized
savings of approximately $7 million in addition to the $7 million
in annualized savings resulting from the restructuring of the
mortgage operations. The Company has already taken the first
step in this initiative by eliminating approximately 70 positions
across all departments and divisions. Additional positions will
be eliminated through a hiring freeze and normal attrition. The
Company will record a pre-tax restructuring charge of
approximately $300,000 in the first quarter of 2000 related to
severance payments.
Headquartered in Westbury, New York, Haven Bancorp, Inc. is the
holding company for CFS 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, annuities and insurance products through
eight full-service banking offices and 62 supermarket branches
located in New York City, Nassau, Suffolk, Rockland and
Westchester counties, New Jersey and Connecticut. Haven provides
auto, homeowners and business lines of insurance through its
subsidiary, CFS Insurance Agency, Inc. The Bank's deposits are
insured by the FDIC.
Statements made herein that are forward-looking in nature within
the meaning of the Private Securities Litigation Reform Act of
1995, are subject to risks and uncertainties that could cause
actual results to differ materially. Such risks and
uncertainties include, but are not limited to, those related to
overall business conditions, particularly in the consumer
financial services, mortgage and insurance markets in which Haven
operates, fiscal and monetary policy, competitive products and
pricing, credit risk management, changes in regulations affecting
financial institutions and other risks and uncertainties
discussed in Haven's SEC filings, including its 1999 Form 10-K.
Haven disclaims any obligation to publicly announce future events
or developments, which may affect the forward-looking statements
contained herein.
