SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to ss. 240a-12
HAVEN BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
FINANCIAL EDGE FUND, LP
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee as provided by Exchange Act Rule
0-11(a)(2) and identify for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:
-1-
<PAGE>
[ON HAVEN LETTERHEAD]
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 PL Capital Group has withdrawn its proxy statement and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.
-2-
<PAGE>
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".
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,
-3-
<PAGE>
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.
-4-
