Filed by Queens County Bancorp, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Queens County Bancorp, Inc.
Commission File No. 0-22278
Ilene A. Angarola
Vice President
August 16, 2000 Investor Relations
718-359-6401, ext. 275
QUEENS COUNTY BANCORP ANNOUNCES COMPLETION
OF SHARE REPURCHASE AUTHORIZED IN APRIL 2000
Queens, N.Y., August 16, 2000 -- Queens County Bancorp, Inc. (Nasdaq: QCSB)
today announced that it has completed the share repurchase authorized by the
Board of Directors on April 11, 2000. Under said authorization, the Company
repurchased 500,000 shares, bringing the total number of shares repurchased in
2000 to 863,068.
In addition, the Company announced that it would continue its repurchase
program, buying back up to two million shares, as previously announced, in
accordance with the terms of its definitive agreement to acquire Haven Bancorp,
Inc. Under the terms of the agreement, dated June 27, 2000, Haven shareholders
will receive 1.04 shares of Queens County Bancorp common stock in exchange for
each share of Haven Bancorp stock held at the time of the transaction. Pending
shareholder and regulatory approvals, the transaction is expected to take place
in the fourth quarter of 2000.
The June 27, 2000 authorization calls for shares to be repurchased through open
market or negotiated transactions; such shares will be held by the Company as
Treasury stock. The timing of such transactions will depend upon market
conditions; the total number of shares repurchased will depend upon the merger
being completed.
Queens County Bancorp is the holding company for Queens County Savings Bank, the
first savings bank chartered by the State of New York in the New York City
Borough of Queens. The Bank gathers deposits from its customers in Queens and
Nassau counties and invests these funds in the origination of multi-family
mortgage loans throughout
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metropolitan New York. Information about the Company's financial performance and
its pending acquisition of Haven Bancorp, Inc. is available at www.qcsb.com.
Queens County Bancorp Completes Share Repurchase
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This release contains certain forward-looking statements with regard to the
Company's pending merger with Haven Bancorp, Inc. within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The Company intends such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and is including this statement for purposes of said safe harbor provisions.
These forward-looking statements are based on current expectations, but actual
results may differ materially from anticipated future results. Specific factors
that could cause future results to vary from current management expectations are
discussed in the Company's Quarterly Report on Form 10-Q for the three months
ended June 30, 2000.
The Company and Haven Bancorp, Inc. have filed a joint proxy
statement/prospectus and other relevant documents concerning the merger with the
United States Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain the documents free of charge at the SEC's web site,
www.sec.gov. In addition, documents filed with the SEC by the Company will be
available free of charge from Ilene A. Angarola, Vice President, Investor
Relations, at Queens County Bancorp, Inc., 38-25 Main Street, Flushing, NY
11354. Documents filed with the SEC by Haven Bancorp, Inc. will be available
free of charge from Catherine Califano, Senior Vice President and Chief
Financial Officer at Haven Bancorp, Inc., 615 Merrick Avenue, Westbury, NY
11590.
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