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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): April 11, 2000
HAVEN BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21628 11-3153802
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
615 MERRICK AVENUE, WESTBURY, NEW YORK 11590
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 683-4100
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEMS 1 THROUGH 4.
Not Applicable.
ITEM 5. OTHER EVENTS.
The Company and the PL Capital Group entered into an agreement, dated
April 7, 2000 (the "Agreement"), which provides for a resolution of the dispute
between the Company and the PL Capital Group concerning the appointment of
Messrs. Richard Lashley ("Lashley") and Garrett Goodbody ("Goodbody") to the
Board of Directors of the Company and the PL Capital Group's proxy solicitation
in opposition to the Company's nominees for election to the Board of Directors
at the Annual Meeting.
The Agreement provides, among other things, that (1) each of Messrs.
Lashley and Goodbody will be appointed to the Board of Directors of the Company
and the Bank (Mr. Lashley to the class of directors that is up for election in
2002 and Mr. Goodbody to the class of directors that is up for election in
2001), and to the Special Committee of the Board of Directors of the Company
that is working with Lehman Brothers Inc. to explore strategic alternatives for
the Company, and one of Lashley and Goodbody will be appointed to the Loan,
Audit, Finance, Compensation and Nomination Committees of the Company and the
Bank; (2) Messrs. Lashley and Goodbody will be entitled to the compensation and
benefits generally available to the directors of the Company and the Bank; (3)
the Board of Directors of the Company shall nominate and support Mr. Goodbody
for election to the Board in 2001 and Mr. Lashley for election to the Board in
2002, unless the PL Capital Group or any member thereof shall have submitted to
the Company a nomination or a stockholder proposal that is not supported by the
Company, or publicly supported such a nomination or proposal; (4) the PL Capital
Group will withdraw its preliminary proxy materials filed with the SEC and
terminate its proxy solicitation against the Company's nominees for election at
the Annual Meeting and will vote all shares of the Company's Common Stock
beneficially owned by its members for the Company's nominees for election and
for the ratification of the appointment of the Company's independent auditors at
the Annual Meeting; (5) the PL Capital Group will not make any statements,
public or otherwise, in opposition to, or that would reflect negatively against,
the Company, the Bank or any of their directors or officers, or institute
litigation against or derivatively on behalf of the Company or the Bank, or any
of their respective directors or officers, or provide any funds to, or otherwise
support, any third party doing so, until the earlier of the last date for the
submission of Board nominations or stockholder proposals for the 2001 Annual
Meeting of Stockholders of the Company; and (6) the Company will reimburse the
PL Capital Group for all costs and expenses incurred since July 1, 1999 in
connection with its proposals for the nomination of Messrs. Lashley and Goodbody
to the Board of Directors, or otherwise, up to $150,000. The Agreement will
terminate if the Company ceases to exist by reason of merger, sale of assets,
liquidation, exchange of shares, or otherwise, or if both Messrs. Lashley and
Goodbody cease to be members of the Board of Directors of the Company.
ITEM 6.
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) No financial statements are required to be filed with this
report.
(b) No Pro forma financial information is required to be filed
with this report.
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(c) Exhibits
The following Exhibits are filed as part of this report:
99.1 - Press Release dated April 11, 2000.
99.2 - Agreement dated April 7, 2000.
ITEM 8.
Not Applicable.
ITEM 9.
Not Applicable.
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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.
By: /s/ Catherine Califano
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Catherine Califano
Senior Vice President and
Chief Financial Officer
Dated: April 11, 2000
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EXHIBIT INDEX
EXHIBIT Description
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99.1 Press Release dated April 11, 2000.
99.2 Agreement dated April 7, 2000
EXHIBIT 99.1
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[HAVEN BANCORP LOGO]
PL CAPITAL GROUP
C/O PL CAPITAL, LLC
2015 SPRING ROAD
SUITE 290
OAK BROOK, IL 60523
FOR IMMEDIATE RELEASE: APRIL 10, 2000
CONTACT: For Haven Bancorp, Inc. - 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
For PL Capital Group - Richard Lashley, Principal,
Tel. (973) 635-1177
John W. Palmer, Principal,
Tel. (630) 928-0231
HAVEN BANCORP AND PL CAPITAL GROUP RESOLVE THEIR DISPUTE
RICHARD LASHLEY AND GARRETT GOODBODY JOIN HAVEN'S BOARD OF DIRECTORS
Westbury, NY--Haven Bancorp, Inc. (Nasdaq: HAVN), the holding company
for CFS Bank, and PL Capital Group (PL Capital) today announced the resolution
of their dispute resulting in the appointment of Richard Lashley and Garrett
Goodbody to the Boards of Directors of Haven and the Bank, which expand to
include eleven members. PL Capital Group has withdrawn its proxy statement and
agreed to vote their shares in favor of the Company's nominees for election to
the Board of Directors at its Annual Stockholders' Meeting to be held May 17,
2000. Messrs. Lashley and Goodbody were appointed to the various committees of
Haven and the Bank, and both will serve on the existing Special Committee of the
Board of Directors formed to explore strategic alternatives for the Company. The
Company will reimburse the PL Capital Group for all costs and expenses incurred
in connection with the dispute. The announcement was made by Philip S. Messina,
Chairman and Chief Executive Officer of Haven Bancorp/CFS Bank.
"We are pleased that Messrs. Lashley and Goodbody have joined our Board
of Directors, as we feel they will add a great deal of value to our Company and
our shareholders," said Philip S. Messina, Chairman and Chief Executive Officer
of Haven Bancorp/CFS Bank. "Their knowledge of the financial services industry
adds another level of expertise to Haven Bancorp as we look forward to an
exciting future for CFS Bank, our shareholders, our customers, and our
employees," concluded Messina.
Messrs. Lashley and Goodbody expressed their pleasure in joining
Haven's Board and stated, "We are eager to work with the Haven Board of
Directors and its management to develop strategies that will increase
shareholder value".
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Richard Lashley is the co-founder and co-owner of PL Capital, an
investment management and advisory firm which has been in existence since 1995.
PL Capital is the general partner of the Financial Edge Fund, LP and the
Financial Edge/Strategic Fund, LP, which invests primarily in thrifts, banks and
other financial services companies. From 1984 to 1996, Lashley held various
positions with KPMG Peat Marwick, the nation's largest professional services
firm serving banks and thrifts. He has held several high-ranking positions with
KPMG including Director of Financial Services Corporate Finance Practice and
Assistant to the Director of National Banking and Finance Practice. He has
extensive experience working with the Office of Thrift Supervision, Office of
the Comptroller of the Currency, Securities and Exchange Commission, Financial
Accounting Standards Board and the American Institute of Certified Public
Accountants (AICPA). From 1992 through 1993, Lashley served as Assistant to the
Chairman of the AICPA Savings Institution Committee in Washington. In the past
seven years, Mr. Lashley has been a financial advisor in bank mergers with over
$1.0 billion of value.
Lashley holds a masters of business administration from Rutgers
University and is a certified public accountant.
Garrett Goodbody joins the Board of Directors with 29 years of global
financial experience. He is currently managing partner of the international
portfolio management and financial services firm of Goodbody Partners, LP. Since
1993, Mr. Goodbody has been an advisor in a series of critical international
consulting engagements for leading financial institutions. From 1991 to 1993,
Goodbody was president and CEO of New Milford Savings Bank. From 1985 to 1991,
he served in various positions with Marine Midland Bank where he was ultimately
Senior Executive Vice President for Corporate Lending. Previously, he served as
regional president for all community banking activities in the Hudson Valley.
Goodbody began his financial career in 1971 with Citibank, N.A., holding many
international positions.
Goodbody is a graduate of Yale College and Harvard Business School.
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.
EXHIBIT 99.2
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AGREEMENT
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THIS AGREEMENT ("Agreement"), dated the 7th day of April, 2000, is made
by and between HAVEN BANCORP, INC., a Delaware corporation ("Haven"), and the PL
Capital Group, which consists of PL Capital, LLC, Financial Edge Fund, LP,
Financial Edge/Strategic Fund, LP, Dr. Irving Smokler, Richard Lashley
("Lashley"), Garrett Goodbody ("Goodbody"), John Palmer and Beth Lashley
(collectively, the "PL Capital Group" and, individually, a "PL Capital Group
Member").
RECITALS
WHEREAS, Haven and the PL Capital Group have agreed that it is in their
mutual interests to enter into this Agreement as hereinafter described.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained herein, and
other good and valuable consideration, the parties hereto mutually agree as
follows:
1. REPRESENTATIONS AND WARRANTIES OF PL CAPITAL GROUP AND THE PL
CAPITAL GROUP MEMBERS. The PL Capital Group and the PL Capital Group Members
hereby represent and warrant to Haven as follows:
a. The PL Capital Group and the PL Capital Group Members have
beneficial ownership of the number of shares set forth for each in the
most recent preliminary proxy filing for the PL Capital Group and have
full and complete authority to enter into this Agreement and to bind
the entire number of shares of the capital stock of Haven in which they
have, or have a right to acquire a beneficial ownership interest, to
the terms of this Agreement and this Agreement constitutes a valid and
binding agreement of the PL Capital Group and each PL Capital Group
Member.
b. There are no arrangements, agreements or understandings
between the PL Capital Group (or any PL Capital Group Member) and Haven
other than as set forth in this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF HAVEN. Haven hereby represents and
warrants to the PL Capital Group and to each PL Capital Group Member, as
follows:
a. Haven has full power and authority to enter into and
perform its obligations under this Agreement, and the execution and
delivery of this Agreement by Haven has been duly authorized by the
Board of Directors of Haven and requires no other Board of Directors or
stockholder action. This Agreement constitutes a valid and binding
obligation of Haven and the performance of its terms does not
constitute a violation of its certificate of incorporation or by-laws.
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b. There are no arrangements, agreements or understandings
between the PL Capital Group (or any PL Capital Group Member) and Haven
other than as set forth in this Agreement.
3. DIRECTORSHIPS AND COMMITTEES. Each of Lashley and Goodbody shall be
appointed to the Board of Directors of Haven and the Board of Directors of CFS
Bank (the "Bank"). Goodbody shall be appointed to the Class of Directors that is
up for election in 2001, and Lashley shall be appointed to the Class of
Directors that is up for election in 2002. Not later than April 10, 2000, Haven
shall take all necessary action, including the amendment of the by-laws of Haven
by the Board of Directors, as may be required to permit such appointments.
a. For so long as Lashley and Goodbody are members of the
Board of Directors of Haven and the Bank, Lashley and Goodbody shall be
appointed to and be a member of the Special Committee of the Board of
Directors of Haven, currently consisting of Messrs. Michael A. McManus,
Jr., Hanif Dahya and Robert M. Sprotte, that is working with Lehman
Brothers Inc. to explore strategic alternatives for Haven.
b. For so long as Lashley and Goodbody are members of the
Board of Directors of Haven and the Bank, one of Lashley and Goodbody
shall be appointed to and be members of each of the following
Committees of the Board of Directors of Haven and of the Bank: Loan,
Audit, Finance, Compensation and Nomination.
c. Lashley and Goodbody shall be entitled to receive the
compensation and benefits generally available to directors of Haven and
the Bank.
4. DIRECTORSHIPS IN 2001 AND 2002. The Board of Directors of Haven
shall nominate and support Goodbody for election to the Board of Directors of
Haven in 2001 and Lashley for election to the Board of Directors of Haven in
2002, unless the PL Capital Group or any PL Capital Group Member shall have
submitted a nomination to Haven not supported by management for the 2001 or 2002
Annual Meetings of Stockholders, respectively, or a shareholder proposal not
supported by management, or publicly supported a nomination or shareholder
proposal for such meetings not supported by management.
5. VOTING AT 2000 ANNUAL MEETING OF STOCKHOLDERS. The PL Capital Group
shall vote all of the shares of Haven common stock beneficially owned by its
members for each of Haven's nominees for election and for the ratification of
the appointment of Haven's independent auditors at the 2000 Annual Meeting of
Stockholders of Haven.
6. PL CAPITAL GROUP WITHDRAWAL OF PROXY MATERIALS. Promptly upon the
execution and delivery of this Agreement, the PL Capital Group shall take all
necessary action to withdraw its preliminary proxy materials that have been
filed with the Securities and Exchange Commission ("SEC") and all action
necessary to terminate its proxy solicitation in connection with Haven's 2000
Annual Meeting of Stockholders.
7. PUBLICITY. Promptly upon the execution and delivery of this
Agreement, each of the parties shall issue a joint press release disclosing the
terms and provisions of this Agreement and the
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support of PL Capital of Haven's nominees at the 2000 Annual Meeting of
Stockholders, which respective press release shall be subject to the prior
review and comment of the other party. During the term of this Agreement, no
party to this Agreement shall cause, discuss, cooperate or otherwise aid in the
preparation of any press release or other publicity concerning any other party
to this Agreement or its operations without prior approval of such other party
unless required by law, in which case notice of such requirement shall be given
to the other party.
8. PUBLIC STATEMENTS; LITIGATION. From and after the date hereof,
through and including the earlier of (a) the last date that the stockholders of
Haven will be entitled to submit nominations to the Board of Directors for the
2001 Annual Meeting of Stockholders or (b) the last date stockholders are
entitled to submit stockholder proposals at such meeting, no member of the PL
Capital Group shall, directly or indirectly:
a. make any statement, public or otherwise, in opposition to,
or that would reflect negatively against, Haven, the Bank, the Board of
Directors of Haven or the Bank, or any of the directors or officers of
Haven or the Bank;
b. directly or indirectly participate or act in concert with
any affiliate, group or other person to participate, by encouragement
or otherwise, in any litigation against or derivatively on behalf of
Haven or the Bank, or any of their respective officers or directors; or
c. provide, or act in concert with any person to provide, any
funds, services or facilities, to any person in support of any activity
by such person that would be a violation of their covenants under the
provisions of this Section 8 if undertaken by any of them.
9. REIMBURSEMENT OF EXPENSES. Haven shall, upon submission by the PL
Capital Group of reasonable documentation, reimburse the PL Capital Group for
its costs and expenses incurred since July 1, 1999 in connection with its
proposals for the nomination of Lashley to the Haven Board, or otherwise, in
connection with the filing of its notice of nomination of Lashley and Goodbody,
the filing of its preliminary proxy materials with the SEC, and the filing and
distribution of its proxy material under Rule 14a-12 of the Securities Exchange
Act of 1934, as amended, which expenses shall not exceed $150,000.
10. REMEDIES. Haven and the PL Capital Group acknowledge and agree that
a breach or threatened breach by either party may give rise to irreparable
injury inadequately compensable in damages, and accordingly each party shall be
entitled to injunctive relief to prevent a breach of the provisions hereof and
to enforce specifically the terms and provisions hereof in any state or federal
court having jurisdiction, in addition to any other remedy to which such
aggrieved party may be entitled to at law or in equity. In the event either
party institutes any legal action to enforce such party's rights under, or
recover damages for breach of, this Agreement, the prevailing party or parties
in such action shall be entitled to recover from the other party or parties all
costs and expenses, including but not limited to actual attorneys' fees, court
costs, witness fees, disbursements and any other expenses of litigation or
negotiation incurred by such prevailing party or parties. Each PL Capital Group
Member shall have the right of contribution from the other PL Capital Group
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Members for any damages paid or expenses incurred (including attorneys' fees)
pursuant to this Section 10.
11. TERM. This Agreement shall terminate if Haven shall cease to exist
by reason of merger, sale of assets, liquidation, exchange of shares, or
otherwise, or if both Lashley and Goodbody cease to be members of the Board of
Directors of Haven.
12. NOTICES. All notice requirements and other communications shall be
deemed given when delivered or on the third succeeding business day after being
mailed by registered or certified mail, return receipt requested, addressed to
the PL Capital Group and Haven below:
PL Capital Group: Mr. Richard Lashley, Principal
PL Capital, LLC
2015 Spring Road
Suite 290
Oak Brook, IL 60523
(630) 928-0231 (phone)
(630) 928-0232 (fax)
With a copy to: Phillip M. Goldberg Foley
& Lardner One IBM Plaza
330 North Wabash Avenue
Chicago, IL 60611
(312) 755-2549 (phone)
(312) 755-1925 (fax)
Haven Bancorp, Inc.: Philip S. Messina
Chairman of the Board and
Chief Executive Officer
Haven Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
(516) 683-4100 (phone)
(516) 683-8385 (fax)
With a copy to: Omer S.J. Williams, Esq.
Thacher Proffitt & Wood
Two World Trade Center
New York, New York 10048
(212) 912-7432 (phone)
(212) 912-8371 (fax)
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions of the parties in connection therewith not referred
to herein.
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14. COUNTERPARTS; FACSIMILE. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, and
signature pages may be delivered by facsimile, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
15. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
16. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware, without
giving effect to its principles of conflicts of laws.
17. SEVERABILITY. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
18. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the successors and assigns,
and transferees by operation of law, of the parties.
19. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties, covenants and agreements made herein shall survive
the execution and delivery of this Agreement.
20. AMENDMENTS. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
21. FURTHER ACTION. Each party agrees to execute any and all documents,
and to do and perform any and all acts and things necessary or proper to
effectuate or further evidence the terms and provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HAVEN BANCORP, INC.,
By: /s/ Philip S. Messina
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Philip S. Messina
Chairman of the Board and Chief Executive
Officer
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PL CAPITAL, LLC
By: /s/ Richard Lashley
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Richard Lashley
Principal
/s/ Dr. Irving Smokler
----------------------------------
Dr. Irving Smokler
/s/ Richard Lashley
----------------------------------
Richard Lashley
/s/ Garrett Goodbody
----------------------------------
Garrett Goodbody
/s/ John Palmer
----------------------------------
John Palmer
/s/ Richard Lashley
----------------------------------
Beth Lashley
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: PLCapital, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
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John Palmer Richard Lashley
Managing Member Managing Member
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