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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Haven Bancorp, Inc.
(Name of Issuer)
Haven Bancorp, Inc. Common Stock
(Title of Class of Securities)
419352-10-9
(CUSIP Number)
Joseph R. Ficalora
Chairman, President and Chief Executive Officer
38-25 Main Street
Flushing, NY 11354
(718) 359-6400
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 21, 2000
(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)
SCHEDULE 13D
CUSIP No. 419352-10-9 Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
New York Community Bancorp, Inc.
IRS #06-1377322
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,965,000*
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,965,000*
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,965,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.62%
14 TYPE OF REPORTING PERSON
CO
*The amounts shown in rows (7), (9), (11) and (13) include beneficial
ownership of 1,800,000 shares of Common Stock reported solely as a result
of the Stock Option Agreement described in Item 4 of the reporting person's
Schedule 13D filed on July 6, 2000, which is amended by this Amendment
No. 1.
ONLY ITEMS REPORTED IN THIS AMENDMENT NO. 1 TO SCHEDULE 13D ARE AMENDED
FROM THE FILING ON SCHEDULE 13D DATED JUNE 27, 2000, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY QUEENS COUNTY BANCORP, INC. ON JULY 6,
2000, WITH RESPECT TO THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF HAVEN
BANCORP, INC., A DELAWARE CORPORATION. ALL OTHER ITEMS REMAIN UNCHANGED. UNLESS
OTHERWISE SPECIFIED, ALL DEFINED TERMS USED HEREIN HAVE THE MEANING PREVIOUSLY
ASCRIBED TO THEM IN THE SCHEDULE 13D.
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 New York Community
Bancorp, Inc., formerly known as Queens County Bancorp, Inc., a Delaware
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended ("NYCB"). The principal business offices of NYCB are
located at 38-25 Main Street, Flushing, New York 11354. NYCB has one principal
banking subsidiary, Queens County Savings Bank, the assets of which currently
constitute substantially all of the assets of NYCB. The names of the directors
and executive officers of NYCB 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 NYCB, 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 NYCB 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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Item 3. Source and Amount of Funds or Other Consideration.
Between July 25, 2000 and November 21, 2000, NYCB purchased 165,000
shares of Haven Common Stock in the open market. The funds used to make these
acquisitions were derived from working capital.
Item 4. Purpose of the Transaction.
(a)-(j) NYCB is seeking to acquire the entire equity interest in the
Company pursuant to the proposed Merger, which is described in more detail in
the Schedule 13D filed with the Commission by Queens County Bancorp, Inc. on
July 6, 2000. Under the Merger Agreement, each share of the Company's Common
Stock will be exchanged for 1.04 shares of common stock of NYCB. The
transactions reported hereunder are intended to assist in effecting the Merger,
which is expected to be consummated on November 30, 2000.
Item 5. Interest in Securities of the Company.
(a) NYCB directly owns 165,000 shares of Common Stock, which have been
acquired in a series of open market transactions since July 25, 2000. As
described more fully in Item 4 of the Schedule 13D filed by Queens County
Bancorp, Inc. on July 6, 2000, NYCB may also be deemed to be the beneficial
owner of the Option Shares. The Option Agreement provides that Queens County may
exercise the Option only upon the happening of one or more events, none of which
has occurred. 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). NYCB 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. NYCB 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) NYCB has the power to vote or to direct the vote of, and has the
power to dispose of or direct the disposition of 165,000 shares of Common Stock
specified in paragraph (a). If NYCB were to exercise the Option, it would have
sole power to vote and, subject to the terms of
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the Option Agreement, sole power to direct the disposition of the shares of
Common Stock covered thereby.
(c) NYCB acquired 165,000 shares of Common Stock in a series of open
market transactions between July 25, 2000 and November 21, 2000. The Option was
acquired in connection with the Merger Agreement. See Item 4 of the Queens
County Bancorp, Inc. Schedule 13D filed on July 6, 2000.
To the knowledge of NYCB, none of the persons listed in Schedule I
hereto has effected any transactions in Common Stock during the past 60 days.
(d) None.
(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 NYCB 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 withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
1. Agreement and Plan of Merger, dated as of June 27, 2000, by and among
Queens County Bancorp, Inc. and Haven Bancorp, Inc. (incorporated herein by
reference to Exhibit 2.1 to Queens County Bancorp, Inc.'s Current Report on
Form 8-K, dated June 30, 2000).
2. Stock Option Agreement, dated as of June 27, 2000, between Queens County
Bancorp, Inc. and Haven Bancorp, Inc. (incorporated herein by reference to
Exhibit 10.1 to Queens County Bancorp, Inc.'s Current Report on Form 8-K,
dated June 30, 2000).
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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: November 28, 2000
NEW YORK COMMUNITY BANCORP, INC.
By: /s/ Joseph R. Ficalora
Name: Joseph R. Ficalora
Title: Chairman,
President and Chief
Executive Officer
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
NEW YORK COMMUNITY BANCORP, INC.
The names, business addresses and present principal occupations of the
directors and executive officers of New York Community 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
New York Community 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 New York Community 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.
*Richard 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 New
York Community Bancorp, Inc.
Russ DiBenedetto Senior Vice President and Auditor of New York Community
Bancorp, Inc.
James J. O'Donovan Senior Vice President and Mortgage Officer of New York
Community Bancorp, Inc.
Robert Wann Senior Vice President, Comptroller, and Chief Financial
Officer of New York Community Bancorp, Inc.
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Exhibit Index
Exhibit Description
1. Agreement and Plan of Merger, dated as of June 27, 2000, by and
among Queens County Bancorp, Inc. and Haven Bancorp, Inc.
(incorporated herein by reference to Exhibit 2.1 to Queens County
Bancorp, Inc.'s Current Report on Form 8-K, dated June 30, 2000).
2. Stock Option Agreement, dated as of June 27, 2000, between Queens
County Bancorp, Inc. and Haven Bancorp, Inc. (incorporated herein
by reference to Exhibit 10.1 to Queens County Bancorp, Inc.'s
Current Report on Form 8-K, dated June 30, 2000).
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