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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Haven Bancorp, Inc.
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(Name of Issuer)
Haven Bancorp, Inc. Common Stock
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(Title of Class of Securities)
419352-10-9
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(CUSIP Number)
Joseph R. Ficalora
Chairman, President and Chief Executive Officer
38-25 Main Street
Flushing, NY 11354
(718) 359-6400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 27, 2000
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(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 [_].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 419352-10-9 PAGE 2 OF 17 PAGES
-------------------------- --------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Queens County Bancorp, Inc.
IRS #06-1377322
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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 SOURCE OF FUNDS*
QCB*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,800,000*
---------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,800,000*
WITH ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON
CO
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*BENEFICIAL OWNERSHIP OF 1,800,000 SHARES OF COMMON STOCK REPORTED
HEREUNDER IS SO BEING REPORTED SOLELY AS A RESULT OF THE STOCK OPTION
AGREEMENT DESCRIBED IN ITEM 4 HEREOF. THE OPTION GRANTED PURSUANT TO
SUCH STOCK OPTION AGREEMENT HAS NOT YET BECOME EXERCISABLE. QUEENS
COUNTY BANCORP, INC. EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF SUCH
SHARES.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share
("Common Stock"), of Haven Bancorp, Inc., a Delaware corporation (the
"Company"), the principal executive offices of which are located at 615 Merrick
Avenue, Westbury, New York 11590.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This statement is being filed by Queens County Bancorp,
Inc., a Delaware corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended ("Queens County"). The principal
business offices of Queens County are located at 38-25 Main Street, Flushing,
New York 11354. Queens County has one principal banking subsidiary, Queens
County Savings Bank, the assets of which currently constitute substantially all
of the assets of Queens County. The names of the directors and executive
officers of Queens County and their respective business addresses, citizenship
and present principal occupations or employment, as well as the names, principal
businesses and addresses of any corporations and other organizations in which
such employment is conducted, are set forth on Schedule I hereto, which Schedule
is incorporated herein by reference.
(d)-(e) Neither Queens County, nor, to the best of its knowledge, any
of the persons listed in Schedule I hereto has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Neither Queens County nor, to the best of its knowledge, any of
the persons listed in Schedule I hereto has during the last five years 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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<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4, the Company has granted to Queens
County an option pursuant to which Queens County has the right, upon the
occurrence of certain events (none of which has occurred), to purchase up to
1,800,000 shares of Common Stock (subject to adjustment in certain
circumstances) at a price per share equal to the last reported sale price per
Common Stock as reported on the National Association of Securities Dealers'
Composite Tape on June 28, 2000, or $18.0625 (the "Option"). Certain terms of
the Option are summarized in Item 4.
If the Option were exercisable and Queens County were to exercise the
Option on the date hereof, the funds required to purchase the shares of Common
Stock issuable upon such exercise would be $32,512,500. It is currently
anticipated that such funds would be derived from working capital.
Subject to market conditions and developments with respect to the
Merger (as defined below), Queens County may purchase shares of Common Stock in
the open market or in privately negotiated transactions. It is currently
anticipated that any funds used to make such purchases would be derived from
working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
(a)-(j) Queens County is seeking to acquire the entire equity interest
in the Company pursuant to the Merger (as defined below). The transactions
reported hereunder are intended to assist in the achievement of that purpose.
The Merger Agreement. The Company and Queens County have entered into
an Agreement and Plan of Merger, dated as of June 27, 2000 (the "Merger
Agreement"), pursuant to which the Company will be merged with and into Queens
County (the "Merger"), with Queens County being the surviving corporation (the
"Surviving Company"). At the effective time of the Merger (the "Effective
Time"), each outstanding share of Common Stock will be converted into 1.04
shares (the "Exchange Ratio") of common stock, par value $0.01 per share, of
Queens County ("Queens County Common Stock").
In the event Queens County changes (or establishes a record date for
changing) the number of shares of Queens County Common Stock issued and
outstanding prior to the
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<PAGE>
Effective Date as a result of a stock split, stock dividend, recapitalization or
similar transaction with respect to the outstanding Queens County Common Stock
and the record date therefor shall be prior to the Effective Date, the Exchange
Ratio will be proportionately adjusted. As of the Effective Time, each share of
Common Stock held directly or indirectly by the Company, other than shares held
in a fiduciary capacity or in satisfaction of a debt previously contracted, will
be canceled, and no exchange or payment will be made with respect thereto.
As a result of the Merger, the Company will cease to exist as a
separate legal entity.
The Merger is subject to various regulatory approvals, the approval of
the respective stockholders of the Company and Queens County and the
satisfaction of other terms and conditions set forth in the Merger Agreement.
As a result of the Merger, the Common Stock will be eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the Common
Stock will be eligible for delisting from the Nasdaq Stock Market's National
Market System, where it has been traded under the symbol "HAVN".
The Option Agreement. In connection with the Merger Agreement, Queens
County and the Company entered into a Stock Option Agreement, dated as of June
27, 2000 (the "Option Agreement"). The Option Agreement is designed to enhance
the likelihood that the Merger will be successfully consummated in accordance
with the terms contemplated by the Merger Agreement. Pursuant to the Option
Agreement, the Company granted Queens County an Option to purchase, subject to
adjustments in certain circumstances, up to 1,800,000 fully paid and
non-assessable shares of Common Stock (the "Option Shares") at a price per share
equal to the last reported sale price per Common Stock as reported on the
National Association of Securities Dealers' Composite Tape on June 28,2000, or
$18.0625.
Subject to applicable law and regulatory restrictions, Queens County
may exercise the Option, in whole or in part, if, but only if, both an Initial
Triggering Event (as defined below) and a Subsequent Triggering Event (as
defined below) have occurred prior to the occurrence of an Exercise Termination
Event (as defined below), provided that written notice of such exercise as
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<PAGE>
required by the Option Agreement is provided within six months following such
Subsequent Triggering Event (or such later period as provided in the Option
Agreement).
As defined in the Option Agreement, "Initial Triggering Event" means
any of the following events or transactions occurring on or after the date of
signing the Option Agreement:
(i) The Company or its Significant Subsidiary (as defined in Rule 1-02
of Regulation S-X promulgated by the Securities and Exchange Commission
(the "SEC")) (the "Company Subsidiary"), without having received Queens
County's prior written consent, shall have entered into an agreement to
engage in an Acquisition Transaction (as hereinafter defined) with any
person (the term "person" for purposes of the Option Agreement having the
meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules and
regulations thereunder) other than Queens County or any of its Subsidiaries
(each, a "Queens County Subsidiary") or the Board of Directors of the
Company (the "Company Board") shall have recommended that the shareholders
of the Company approve or accept any Acquisition Transaction other than as
contemplated by the Merger Agreement. For purposes of the Merger Agreement,
(a) "Acquisition Transaction" shall mean (x) a merger or consolidation, or
any similar transaction, involving the Company or the Company Subsidiary
(other than mergers, consolidations or similar transactions involving
solely the Company and/or one or more wholly-owned Subsidiaries of the
Company, provided, that any such transaction is not entered into in
violation of the terms of the Merger Agreement), (y) a purchase, lease or
other acquisition of all or any substantial part of the assets or deposits
of the Company or the Company Subsidiary (except for any supermarket
branches and related deposits of the Company located in New Jersey or
Connecticut), or (z) a purchase or other acquisition (including by way of
merger, consolidation, share exchange or otherwise) of securities
representing 10% or more of the voting power of the Company or the Company
Subsidiary and (b) "Subsidiary" shall have the meaning set forth in Rule
12b-2 under the 1934 Act;
(ii) Any person other than Queens County or any Queens County
Subsidiary shall have acquired beneficial ownership or the right to acquire
beneficial ownership
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<PAGE>
of 10% or more of the outstanding shares of Common Stock (the term
"beneficial ownership" for purposes of the Merger Agreement having the
meaning assigned thereto in Section 13(d) of the 1934 Act, and the rules
and regulations thereunder);
(iii) The shareholders of the Company shall have voted and failed to
approve the Merger Agreement and the Merger at a meeting which has been
held for that purpose or any adjournment or postponement thereof, or such
meeting shall not have been held in violation of the Merger Agreement or
shall have been canceled prior to termination of the Merger Agreement if,
prior to such meeting (or if such meeting shall not have been held or shall
have been canceled, prior to such termination), it shall have been publicly
announced that any person (other than Queens County or any of its
Subsidiaries) shall have made, or disclosed an intention to make, a bona
fide proposal to engage in an Acquisition Transaction;
(iv) The Company Board shall have withdrawn or modified (or publicly
announced its intention to withdraw or modify) in any manner adverse in any
respect to Queens County its recommendation that the shareholders of the
Company approve the transactions contemplated by the Merger Agreement after
it shall have been publicly announced that any person (other than Queens
County or any of its Subsidiaries) shall have made, or disclosed an
intention to make, a bona fide proposal to engage in an Acquisition
Transaction, or the Company or any Company Subsidiary shall have
authorized, recommended, proposed (or publicly announced its intention to
authorize, recommend or propose) an agreement to engage in an Acquisition
Transaction with any person other than Queens County or a Queens County
Subsidiary;
(v) Any person other than Queens County or any Queens County
Subsidiary shall have made a bona fide proposal to the Company or its
shareholders to engage in an Acquisition Transaction and such proposal
shall have been publicly announced; or
(vi) Any person other than Queens County or any Queens County
Subsidiary shall have filed with the SEC a registration statement or tender
offer materials with respect to a potential exchange or tender offer that
would constitute an Acquisition Transaction (or filed a
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<PAGE>
preliminary proxy statement with the SEC with respect to a potential vote
by its shareholders to approve the issuance of shares to be offered in such
an exchange offer).
As defined in the Option Agreement, "Subsequent Triggering Event" means
any of the following events or transactions occurring after the date of signing
the Option Agreement:
(i) The acquisition by any person (other than Queens County or any
Queens County Subsidiary) of beneficial ownership of 25% or more of the
then outstanding Common Stock; or
(ii) The occurrence of the Initial Triggering Event described in
subparagraph (i) under the definition of Initial Triggering Event, except
that the percentage referred to in clause (z) of the second sentence
thereof shall be 25%.
As defined in the Option Agreement, "Exercise Termination Event" means
each of the following: (i) the Effective Time of the Merger; (ii) termination of
the Merger Agreement in accordance with the provisions thereof if such
termination occurs prior to the occurrence of an Initial Triggering Event except
a termination by Queens County pursuant to Section 6.1(b)(ii) of the Option
Agreement (a "Listed Termination"); or (iii) the passage of twelve (12) months
(or such longer period as provided in the Option Agreement) after termination of
the Merger Agreement if such termination follows the occurrence of an Initial
Triggering Event or is a Listed Termination.
As provided in the Option Agreement, in the event that Queens County is
entitled to and wishes to exercise the Option, it is obligated to send to the
Company a written notice (the "Option Notice" and the date of which being
hereinafter referred to as the "Notice Date") specifying (i) the total number of
shares of Common Stock it will purchase pursuant to such exercise and (ii) a
place and date not earlier than three business days nor later than 60 business
days from the Notice Date for the closing of such purchase (the "Closing Date");
provided, that if prior notification to or approval of the Office of Thrift
Supervision, the Federal Reserve Board or any other regulatory or antitrust
agency is required in connection with such purchase, Queens County is obligated
to promptly file the required notice or application for approval, promptly
notify the Company of such filing, and expeditiously process the same and the
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<PAGE>
period of time that otherwise would run pursuant to this sentence will run
instead from the date on which any required notification periods have expired or
been terminated or such approvals have been obtained and any requisite waiting
period or periods shall have passed. Any exercise of the Option will be deemed
to occur on the Notice Date relating thereto.
Under applicable law, Queens County may be required to obtain the prior
approval of the Federal Reserve Board prior to acquiring 5% or more of the
issued and outstanding shares of Common Stock. Certain other regulatory
approvals may also be required before such an acquisition could be completed.
Neither of the parties to the Option Agreement may assign any of its
rights or obligations under the Option Agreement or the Option created
thereunder to any other person, without the express written consent of the other
party, except that in the event an Initial Triggering Event shall have occurred
prior to an Exercise Termination Event, Queens County, subject to the express
provisions the Option Agreement, may assign in whole or in part its rights and
obligations thereunder; provided, however, that until the date 15 days following
the date on which the OTS and the Federal Reserve Board has approved, to the
extent required, an application by Queens County to acquire the shares of Common
Stock subject to the Option, Queens County may not assign its rights under the
Option except in (i) a widely dispersed public distribution, (ii) a private
placement in which no one party acquires the right to purchase in excess of 2%
of the voting shares of the Company, (iii) an assignment to a single party
(e.g., a broker or investment banker) for the purpose of conducting a widely
dispersed public distribution on Queens County's behalf or (iv) any other manner
approved by the Federal Reserve Board.
In addition, any shares of Common Stock purchased upon the exercise of
the Option may be resold by Queens County pursuant to registration rights under
the Option Agreement.
In the event of any change in, or distributions in respect of, the
Common Stock by reason of stock dividends, split-ups, mergers,
recapitalizations, combinations, subdivisions, conversions, exchanges of shares
or the like, the type and number of shares of Common Stock purchasable upon
exercise of the Option will be appropriately adjusted and proper provision will
be made so that, in the event that
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<PAGE>
any additional shares of Common Stock are to be issued or otherwise become
outstanding as a result of any such change (other than pursuant to an exercise
of the Option), the number of shares of Common Stock that remain subject to the
Option shall be increased so that, after such issuance and together with shares
of Common Stock previously issued pursuant to the exercise of the Option (as
adjusted on account of any of the foregoing changes in the Common Stock), it
equals 19.9% of the number of shares of Common Stock then issued and
outstanding. Whenever the number of shares of Common Stock purchasable upon
exercise of the Option is adjusted as provided in the Stock Option Agreement,
the Option Price shall be adjusted by multiplying the Option Price by a
fraction, the numerator of which shall be equal to the number of shares of
Common Stock purchasable prior to the adjustment and the denominator of which
shall be equal to the number of shares of Common Stock purchasable after the
adjustment.
At any time after the occurrence of a Repurchase Event (as defined
below) and prior to the date that is six (6) months immediately thereafter (i)
at the request of the Holder, delivered prior to an Exercise Termination Event
(or such later period as provided in the Option Agreement), the Company (or any
successor thereto) must repurchase the Option from the Holder at a price (the
"Option Repurchase Price") equal to the amount by which (A) the market/offer
price (as defined below) exceeds (B) the Option Price, multiplied by the number
of shares for which the Option may then be exercised and (ii) at the request of
the owner of Option Shares from time to time (the "Owner"), delivered prior to
an Exercise Termination Event (or such later period as provided in the Option
Agreement), the Company (or any successor thereto) must repurchase such number
of the Option Shares from the Owner as the Owner designates at a price (the
"Option Share Repurchase Price") equal to the market/offer price multiplied by
the number of Option Shares so designated.
A "Repurchase Event" will be deemed to have occurred upon the
occurrence of any of the following events or transactions after the date hereof:
(i) the acquisition by any person (other than Queens County or any
Queens County Subsidiary) of beneficial ownership of 50% or more of the
then outstanding Common Stock; or
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<PAGE>
(ii) the consummation of any Acquisition Transaction described in
subparagraph (i) under the definition of Initial Triggering Event, except
that the percentage referred to in clause (z) shall be 50%.
"Market/offer price" means the highest of (i) the price per share of
Common Stock at which a tender or exchange offer therefor has been made, (ii)
the price per share of Common Stock to be paid by any third party pursuant to an
agreement with the Company, (iii) the highest closing price for shares of Common
Stock within the one-month period immediately preceding the date the Holder
gives notice of the required repurchase of this Option or the Owner gives notice
of the required repurchase of Option Shares, as the case may be, or (iv) in the
event of a sale of all or any substantial part of the Company's assets or
deposits, the sum of the net price paid in such sale for such assets or deposits
and the current market value of the remaining net assets of the Company as
determined by a nationally recognized investment banking firm selected by the
Holder or the Owner, as the case may be, and reasonably acceptable to the
Company, divided by the number of shares of Common Stock of the Company
outstanding at the time of such sale. In determining the market/offer price, the
value of consideration other than cash shall be determined by a nationally
recognized investment banking firm selected by the Holder or Owner, as the case
may be, and reasonably acceptable to the Company.
In the event that prior to an Exercise Termination Event, the Company
enters into an agreement (i) to consolidate with or merge into any person, other
than Queens County or a Queens County Subsidiary, or engage in a plan of
exchange with any person, other than Queens County or a Queens County
Subsidiary, and the Company is not the continuing or surviving corporation of
such consolidation or merger or the acquirer in such plan of exchange, (ii) to
permit any person, other than Queens County or a Queens County Subsidiary, to
merge into the Company or be acquired by the Company in a plan of exchange and
the Company is the continuing or surviving or acquiring corporation, but, in
connection with such merger or plan of exchange, the then outstanding shares of
Common Stock are changed into or exchanged for stock or other securities of any
other person or cash or any other property or the then outstanding shares of
Common Stock after such merger or plan of exchange represent less than 50% of
the outstanding shares and share equivalents of the merged or acquiring company,
or (iii) to sell or otherwise transfer all or a substantial part of its
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or the Company Subsidiary's assets or deposits to any person, other than Queens
County or a Queens County Subsidiary, then, and in each such case, the agreement
governing such transaction must make proper provision so that the Option will,
upon the consummation of any such transaction and upon the terms and conditions
set forth in the Option Agreement, be converted into, or exchanged for, an
option (the "Substitute Option"), at the election of the Holder, of either (x)
the Acquiring Corporation (as defined in the Option Agreement) or (y) any person
that controls the Acquiring Corporation.
Queens County may, at any time following a Repurchase Event and prior
to the occurrence of an Exercise Termination Event (or such later period as
provided in the Option Agreement), relinquish the Option (together with any
Option Shares issued to and then owned by Queens County) to the Company in
exchange for a cash fee equal to the Surrender Price; provided, however, that
Queens County may not exercise such right if the Company has repurchased the
Option (or any portion thereof) or any Option Shares as described above. The
"Surrender Price" will be equal to $9 million (i) plus, if applicable, Queens
County's purchase price actually paid with respect to any Option Shares
purchased by Queens County and (ii) minus, if applicable, the sum of (1) the
excess of (A) the net cash amounts, if any, received by Queens County pursuant
to the arm's length sale of Option Shares (or any other securities into which
such Option Shares were converted or exchanged) to any unaffiliated party, over
(B) Queens County's purchase price of such Option Shares and (2) the net cash
amounts, if any, received by Queens County pursuant to an arm's length sale of
any portion of the Option sold.
Copies of the Option Agreement and the Merger Agreement are filed as
exhibits to this Schedule 13D and are incorporated herein by reference. The
foregoing summary is not intended to be complete and is qualified in its
entirety by reference to such exhibits.
Purchase of Common Stock. Subject to market conditions and developments
with respect to the Merger, Queens County may purchase shares of Common Stock in
the open market or in privately negotiated transactions.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Queens County may be deemed to be the beneficial owner of the
Option Shares. As provided in the
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Option Agreement, Queens County may exercise the Option only upon the happening
of one or more events, none of which has occurred. See Item 4 hereof. If the
Option were exercised in full, the Option Shares would represent approximately
16.6% of the currently outstanding Common Stock (after giving effect to the
issuance of such Option Shares). Queens County has no right to vote or dispose
of the shares of Common Stock subject to the Option unless and until such time
as the Option is exercised. Queens County expressly disclaims beneficial
ownership of such shares. Except with respect to Mr. Dominick Ciampa, a Queens
County director who beneficially owns approximately 4000 shares of Common Stock
through an investment retirement account, to the best knowledge of Queens
County, none of the persons listed in Schedule I hereto beneficially owns any
shares of Common Stock.
(b) If Queens County were to exercise the Option, it would have sole
power to vote and, subject to the terms of the Option Agreement, sole power to
direct the disposition of the shares of Common Stock covered thereby.
(c) Queens County acquired the Option in connection with the Merger
Agreement. See Item 4 hereof.
To the best knowledge of Queens County, none of the persons listed in
Schedule I hereto has effected any transactions in Common Stock during the past
60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
COMPANY.
Except as described in Item 4 and Item 5 hereof, neither Queens County
nor, to the best of its knowledge, any of the persons listed on Schedule I
hereto, has any contract, arrangement, understanding or relationship with any
other person with respect to any securities of the Company, including the
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholdinproxies.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of June 27, 2000, by and between
Queens County Bancorp, Inc. and Haven Bancorp, Inc. (filed as Exhibit 2.1
to Queens County's Current Report on Form 8-K dated June 30, 2000 and
incorporated herein by reference).
2. Stock Option Agreement, dated as of June 27, 2000, between Queens County
Bancorp, Inc. and Haven Bancorp, Inc. (filed as Exhibit 10.1 to Queens
County's Current Report on Form 8-K dated June 30, 2000 and incorporated
herein by reference).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: July 6, 2000
QUEENS COUNTY BANCORP, INC.
By: /s/ Joseph R. Ficalora
------------------------
Name: Joseph R. Ficalora
Title: Chairman,
President and Chief
Executive Officer
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<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
QUEENS COUNTY BANCORP, INC.
The names, business addresses and present principal occupations of the
directors and executive officers of Queens County Bancorp, Inc. are set forth
below. If no business address is given, the director's or officer's business
address is 38-25 Main Street, Flushing, New York 11354. Directors of Queens
County Bancorp, Inc. are identified by an asterisk. Unless otherwise indicated,
all directors and officers listed below are citizens of the United States.
Name Present Principal Occupation or Employment and Address
*Joseph R. Ficalora Chairman of the Board, President, and Chief Executive
Officer of Queens County Bancorp, Inc.
*Harold E. Johnson Executive Vice President and Chief Financial Officer
(retired) of Continental Insurance Co.
*Donald M. Blake President and Chief Executive Officer of Joseph J. Blake
& Associates, Inc., 10 East 40th Street, New York, New
York 10016, a real estate appraisal company.
*Max L. Kupferberg Chairman of the Board of Directors of Kepco, Inc.,
131-38 Sanford Avenue, Flushing, New York, 11352-4245,
an electronic power supply company.
*Henry E. Froebel Vice Chairman (retired) of Rollins Hudig Hall of New
York, Inc., an insurance brokerage company.
*Howard C. Miller Senior Vice President and Mortgage Officer (retired) of
Queens County Savings Bank.
*Dominick Ciampa Principal of The Ciampa Organization, 136-26 37th
Avenue, Flushing, New York 11354, a construction
company.
*Ronald H. O'Neill Financial Consultant; Executive Vice President, Finance
(retired) of New York Shipping Association.
Michael J. Lincks Executive Vice President and Corporate Secretary of
Queens County Bancorp, Inc.
Russ DiBenedetto Senior Vice President and Auditor of Queens County
Bancorp, Inc.
James J. O'Donovan Senior Vice President and Mortgage Officer of Queens
County Bancorp, Inc.
Robert Wann Senior Vice President, Comptroller, and Chief Financial
Officer of Queens County Bancorp, Inc.
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Exhibit Index
Exhibit Description
1. Agreement and Plan of Merger, dated as of June 27, 2000, by and
between Queens County Bancorp, Inc. and Haven Bancorp, Inc. (filed
as Exhibit 2.1 to Queens County's Current Report on Form 8-K dated
June 30, 2000 and incorporated herein by reference).
2. Stock Option Agreement, dated as of June 27, 2000, between Queens
County Bancorp, Inc. and Haven Bancorp, Inc. (filed as Exhibit
10.1 to Queens County's Current Report on Form 8-K dated June 30,
2000 and incorporated herein by reference).
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