SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
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Check the appropriate box:
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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-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)(4) 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 Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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 is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing 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 Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
HAVEN BANCORP, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 2000
- --------------------------------------------------------------------------------
PROXY STATEMENT OF THE PL CAPITAL GROUP
- --------------------------------------------------------------------------------
IN OPPOSITION TO
- --------------------------------------------------------------------------------
THE MANAGEMENT OF HAVEN BANCORP, INC.
WHY YOU WERE SENT THIS PROXY STATEMENT
This proxy statement and the accompanying WHITE proxy card are being furnished
to holders of the common stock of Haven Bancorp, Inc. ("Haven" or the "Company")
in connection with the solicitation of proxies by the PL Capital Group. The PL
Capital Group seeks to elect two candidates to Haven's Board, in opposition to
the directors nominated for election by the management of Haven.
The PL Capital Group consists of various investment entities and individuals
that beneficially own an aggregate of 578,500 shares, representing approximately
6.4% of Haven's outstanding common stock. The PL Capital Group consists of PL
Capital, LLC ("PL Capital"), Financial Edge Fund, LP ("Financial Edge"),
Financial Edge/Strategic Fund, LP ("Financial Edge/Strategic"), Dr. Irving
Smokler, Richard Lashley, Garrett Goodbody, John Palmer and Beth Lashley. This
proxy statement sometimes refers to the PL Capital Group as the "Group," "we,"
"us," "our" and variants of those words.
The PL Capital Group is soliciting proxies to be used at the Annual Meeting of
Stockholders (the "Annual Meeting") of Haven. The Annual Meeting will be held on
May 17, 2000 at Haven's headquarters (615 Merrick Avenue, Westbury, NY 11590) at
TTT p.m..
WE ARE EXTREMELY CONCERNED ABOUT HAVEN'S PERFORMANCE AND PROSPECTS
As one of Haven's largest shareholders, we are extremely concerned about Haven's
deteriorating financial performance and declining stock price. Since 1996 (the
year Haven began its supermarket banking initiative), Haven's earnings per
share, tangible book value per share and stock price declined, while Haven's
peer banks and thrifts enjoyed record earnings and stock prices.
We believe Haven's problems are the direct result of a flawed supermarket
banking expansion strategy and Haven management's inability to control operating
expenses. Haven spent over $82 million on overhead in 1999, yet only generated
$12.6 million of net income. In other words, Haven generated only $.15 of net
income for every dollar spent on overhead. This is one of the worst return
ratios of any large thrift in the country. Haven's horrendous financial
performance has been ongoing for the past three years. Haven has consistently
failed to match its peers in earnings, generating only a 0.46% Return on Assets
(ROA) in 1999, half of the industry average ROA of 1.00%.
1
<PAGE>
Additionally, we believe Haven's management has consistently made other poor
business decisions (e.g., in May 1998 Haven paid $5.6 million for its mortgage
company, CFS InterCounty Mortgage; the mortgage company incurred operating
losses of $7.4 million in 1999, and in January 2000, Haven announced the
mortgage company was for sale; the sale will most likely result in an additional
loss of shareholder value; thus in less than 2 years, during the strongest
mortgage market in U.S. history, Haven managed to lose at least $7.4 million,
and likely much more if and when the mortgage company is sold).
Based upon Haven's track record, we feel we can no longer give Haven's
management the benefit of the doubt that they are capable of returning the
Company to an appropriate level of profitability. We feel compelled by Haven's
deteriorating financial performance and stock price to take the actions
described herein in order to preserve, and then maximize, the value of Haven's
stock, for all shareholders. We are convinced that shareholders' interests are
not being served by Haven's existing management and Board and that change is
needed.
THE PL CAPITAL GROUP'S GOAL IS TO ELECT TWO BOARD MEMBERS WHO WILL STRONGLY
ENCOURAGE HAVEN'S BOARD AND MANAGEMENT TO:
(1) IMMEDIATELY ADOPT PLANS TO AGGRESSIVELY REDUCE HAVEN'S OVERHEAD
EXPENSES, AND
(2) AGGRESSIVELY PURSUE A SALE OF HAVEN TO A LARGER, MORE EFFICIENT
FINANCIAL INSTITUTION, AT A PREMIUM TO HAVEN'S CURRENT STOCK PRICE
WE BELIEVE HAVEN'S BOARD OF DIRECTORS SHOULD ACTIVELY EXPLORE SELLING HAVEN FOR
THE FOLLOWING REASONS:
o HAVEN IS ONE OF THE POOREST PERFORMING LARGE THRIFTS IN THE U.S.
o DURING THE PAST THREE YEARS, A PERIOD OF RECORD PROFITS FOR THE BANKING
INDUSTRY, HAVEN'S FINANCIAL PERFORMANCE HAS DETERIORATED
o HAVEN'S OVERHEAD EXPENSE RATIOS ARE AMONG THE WORST IN THE THRIFT
INDUSTRY
o HAVEN'S SUPERMARKET BANKING STRATEGY AND MORTGAGE COMPANY ACQUISITION
HAVE DESTROYED SHAREHOLDER VALUE
o HAVEN HAS MISSED IT'S ANALYSTS' EARNINGS ESTIMATES EVERY YEAR FOR THREE
YEARS STRAIGHT
o FOR THE PERIOD JUNE 30, 1996 THROUGH FEBRUARY 29, 2000, HAVEN'S STOCK
PRICE DECLINED 15%, VERSUS SUBSTANTIAL APPRECIATION FOR ITS PEERS
o HAVEN'S STOCK PRICE IN A MERGER SHOULD BE WORTH SIGNIFICANTLY MORE THAN
ITS CURRENT STOCK PRICE BASED UPON COMPARABLE MERGER TRANSACTIONS
o WE BELIEVE A SALE OF HAVEN TO A LARGER FINANCIAL INSTITUTION WILL
PRODUCE SUPERIOR VALUE TO HAVEN'S SHAREHOLDERS DUE
2
<PAGE>
TO A POTENTIAL ACQUIRER'S ABILITY TO ACHIEVE HUGE COST SAVINGS
o WE BELIEVE HAVEN'S SHAREHOLDERS WOULD BENEFIT FROM HAVING OUTSIDE
SHAREHOLDERS ON HAVEN'S BOARD
OUR BOARD NOMINEES, IF ELECTED, WILL PUSH HAVEN'S BOARD AND MANAGEMENT TO
AGGRESSIVELY PURSUE ALL EXISTING MERGER OPPORTUNITIES, AND ATTEMPT TO GIVE
HAVEN'S SHAREHOLDERS AN OPPORTUNITY TO VOTE ON ANY BONA FIDE MERGER PROPOSAL
HAVEN RECEIVES.
................................................................................
HAVEN IS ONE OF THE POOREST PERFORMING LARGE THRIFTS IN THE U.S.
Based upon overall financial performance, Haven is one of the poorest performing
of the 100 largest thrifts in the United States as ranked by SNL Securities, a
leading independent provider of information on the banking industry. SNL
Securities, in its most recent annual ranking of the Top 100 thrifts (July 1999
Thrift Investor magazine) ranked Haven #86 out of 100, overall, and the poorest
performing of the 18 ranked thrifts in the metropolitan New York area. The
article specifically cited Haven as a poor performer, despite operating in the
same "strong local Queens economy" as #1 ranked Queens County Savings Bank and
#2 ranked JSB Financial.
DURING THE PAST THREE YEARS, A PERIOD OF RECORD PROFITS FOR THE BANKING
INDUSTRY, HAVEN'S PERFORMANCE HAS DETERIORATED
Performance Comparisons, 1996 vs. 1999
Haven Bancorp, Inc.
--------------------------- ------------ -------------- ---------------
CATEGORY 1996(1) 1999(2) % CHANGE
--------------------------- ------------ -------------- ---------------
Total Non-Interest Expenses $32 mil $82 mil +156%
--------------------------- ------------ -------------- ---------------
Net Income $13.5 mil $12.6 mil (7%)
--------------------------- ------------ -------------- ---------------
Earnings Per Share $1.55 $1.38 (11%)
--------------------------- ------------ -------------- ---------------
Return on Assets 0.89% 0.46% (48%)
--------------------------- ------------ -------------- ---------------
Return on Equity 14.0% 11.0% (21%)
--------------------------- ------------ -------------- ---------------
Tangible Book Value/Share $11.44 $11.22 (2%)
--------------------------- ------------ -------------- ---------------
Efficiency Ratio(3) 55% 79% +44%
--------------------------- ------------ -------------- ---------------
Net Interest Margin 3.29% 2.72% (17%)
--------------------------- ------------ -------------- ---------------
Tangible Equity/Assets 6.3% 3.4% (46%)
--------------------------- ------------ -------------- ---------------
(1) As of and for the year ended December 31, 1996 (excluding SAIF/BIF
charge, net of taxes) per the Company's Annual Report to Shareholders
(2) As of and for the year ended December 31, 1999 (per the Company's
January 27, 2000 press release)
(3) Measures expenses as a percentage of gross revenue (lower percentage is
regarded as better and more efficient); the average thrift in the U.S.
has a 49% efficiency ratio (per SNL Securities)
Haven spent almost three times more on overhead expenses in 1999 than in 1996
($82 million compared to $32 million) yet its earnings declined to $12.6
million, or $1.38 per share, in 1999, compared to $13.5
3
<PAGE>
million or $1.55 per share, in 1996. During 1999, Haven earned only 0.46% Return
on Assets (ROA), less than one-half the average thrift in the U.S. (which earned
approx. 1.00% ROA, per the Office of Thrift Supervision). Furthermore, Haven's
earnings contained approximately $2.8 million, or $.20/share, of non-recurring
items in 1999 (including a $1 million equity kicker from a real estate loan to
one of Haven's Board members). When these non-recurring items are factored out,
the Company only earned $1.18 per share, a subpar 0.39% ROA.
Additionally, in three years Haven's tangible book value has declined from
$11.44 per share at December 31, 1996 to $11.22 at December 31, 1999. Haven's
tangible equity to assets ratio of 3.4% at December 31, 1999 is dangerously low
in our opinion (the average thrift in the U.S. has a 6.5% tangible equity to
assets ratio). Even if Haven were to remain independent it has minimal tangible
capital to support future asset growth.
HAVEN'S OVERHEAD EXPENSE RATIOS ARE AMONG THE WORST IN THE THRIFT INDUSTRY
Operating Expense Comparisons(1)
[Ranked by Efficiency Ratio(2)]
($'s in millions, as of and for the year ending December 31, 1999)
- --------------------- --------- --------- -------- -------- -------- -----------
Total Total Effic. Oper. Oper. Net
Name Assets Deposits Ratio(2) Exp. as Exp. Income
% of
Assets
- --------------------- --------- --------- -------- -------- -------- -----------
Queens County Bancorp $1,906 $1,076 30% 1.14% $21 $32
- --------------------- --------- --------- -------- -------- -------- -----------
Astoria Financial $22,696 $9,554 32% 0.86% $223 $236
- --------------------- --------- --------- -------- -------- -------- -----------
Roslyn Bancorp $7,725 $4,045 32% 0.99% $77 $105
- --------------------- --------- --------- -------- -------- -------- -----------
JSB Financial $1,568 $1,072 36% 1.67% $27 $29
- --------------------- --------- --------- -------- -------- -------- -----------
PennFed Financial $1,636 $1,040 44% 1.16% $19 $12
- --------------------- --------- --------- -------- -------- -------- -----------
Richmond County $2,890 $1,677 45% 1.75% $57 $34
Bancorp
- --------------------- --------- --------- -------- -------- -------- -----------
Reliance Bancorp $2,478 $1,540 47% 1.69% $42 $21
- --------------------- --------- --------- -------- -------- -------- -----------
Flushing Financial $1,249 $656 52% 1.92% $23 $13
- --------------------- --------- --------- -------- -------- -------- -----------
AVERAGE $5,268 $2,582 40% 1.40% $61 $60
- --------------------- --------- --------- -------- -------- -------- -----------
HAVEN $2,965 $2,081 79% 2.95% $82 $13
- --------------------- --------- --------- -------- -------- -------- -----------
(1) Based upon actual calendar 1999 results per company press releases
(2) Measures General and Administrative ("G&A") expenses as % of revenues;
a lower ratio is better
4
<PAGE>
Haven spent $82 million in 1999 on operating expenses, yet it only generated $13
million of net income, one of the worst ratios in the thrift industry. The peer
group above generates significantly greater net income for the dollars they
expend for overhead. Haven only generated $.15 of net income for every dollar
spent, while the peer group generated approximately $1.00 for every $1.00 spent.
Haven is by far the least efficient of the above peer group and one of the least
efficient large thrifts in the U.S. Haven spends more on operating expenses than
Roslyn Bancorp, yet Roslyn is over twice as large and earns eight times more in
net income. Penn Federal earns the same amount of money as Haven, yet it only
spends $19 million per year on G&A expenses, less than one-fourth of what Haven
spends. Queens County Bancorp, a $2.0 billion asset peer thrift headquartered in
the same county as Haven, is significantly more profitable than Haven, yet
Queens County spent only $21 million on overhead, versus $82 million for Haven.
In order for Haven to be comparable with the above peer group, net income would
have to either rise to $81 million, a 500% increase, or operating expenses would
have to decline to $13 million, an 84% decline (or some combination thereof).
Haven's expenses are not just excessive compared to its local peer group. Haven
is among the least efficient large thrifts in the U.S. Per SNL Securities July
1999 ranking of the 100 Largest Thrifts in the United States, only 2 thrifts in
the United States were less efficient.
Given Haven's track record, we do not believe Haven is capable of achieving
anything close to its peers if it remains an independent franchise.
HAVEN'S SUPERMARKET BANKING STRATEGY AND MORTGAGE COMPANY ACQUISITION HAVE
DESTROYED SHAREHOLDER VALUE
The principals of PL Capital have closely followed Haven's progress since it
converted from a mutually owned savings institution to a publicly owned entity
in 1993. Various members of the Group have owned Haven's stock since early 1997.
Our initial motivation in acquiring Haven stock was based upon the premise that
Haven's wholly-owned bank, CFS Bank, had a valuable deposit franchise in its
traditional eight branch locations in Queens and Long Island. We believed at
that time, and still believe, that Haven's traditional Queens/Long Island
banking franchise is a desirable acquisition candidate for any number of larger
financial institutions.
The Supermarket Banking Strategy Is Flawed
In addition to our belief that Haven's traditional branch deposit franchise is
attractive, we initially purchased Haven's stock because we relied heavily on
Haven's assertions in 1996 and 1997 that the supermarket strategy would be
"substantially accretive" to earnings by 1998. For example, in a September 1996
Form 8-K filing with the United States Securities and Exchange Commission (the
"SEC"), Haven stated that:
"[Haven's] Management believes that the operation of in-store branches will have
a nominal impact on [Haven's] earnings in 1996 and 1997 and is expected to be
substantially accretive to earnings in the years thereafter."
Contrary to Haven's projections, Haven's supermarket strategy lost money not
just in 1996 and 1997, but 1998 and 1999, as well. As recently as September 7,
1999 Haven disclosed at an investor conference, as well as in a Form 8K filed
with the SEC, that its direct and indirect supermarket banking expenses were
$40,000 per branch per month (approximately $30 million per year for all of
Haven's 63 supermarket branches). Haven then subsequently disclosed in October
1999, in its earnings release for the third quarter ending September 30, 1999,
that the costs of running the supermarket branches were actually
5
<PAGE>
$49,000 per month per branch (approximately $37 million per year for all of
Haven's 63 supermarket branches and 23% higher than previously disclosed). That
amount of expenses equals 4.50% of the average supermarket deposits outstanding
at the end of 1999. That level of overhead burden is one of the worst ratios
among U.S. thrifts and in our view makes it almost impossible for Haven to make
a reasonable profit and recover the capital sunk into the supermarket banking
franchise.
We are concerned that Haven's supermarket banking strategy will continue to be a
significant drag on Haven's earnings and stock price. We also believe the
supermarket banking franchise is better suited as a part of a larger financial
institution with traditional branches in the same geographic markets served by
the supermarket branches. While other banks and thrifts have adopted supermarket
branching, there are no other banks or thrifts in the U.S. that we are aware of
that have attempted to do what Haven has done with supermarket branches (i.e.
expand into so many new locations where they have no traditional branches).
In our opinion, a graphic example of Haven's flawed supermarket strategy can be
seen by comparing Haven versus People's Bank of Connecticut, a peer thrift which
adopted a supermarket banking strategy in 1996, the same year Haven started its
supermarket banking franchise. We believe the dramatic superiority of People's
supermarket banking results compared to Haven is the direct result of People's
use of supermarket banking as a supplementary delivery channel only, in markets
where People's has traditional branches and name recognition.
(as of 12-31-99) PEOPLE'S BANK OF CT HAVEN BANCORP
- ------------------------------- ------------------------ -----------------------
# of Supermarket branches 46 (out of 134 total) 63(out of 71 total)
- ------------------------------- ------------------------ -----------------------
Supermarket Branches as a % 34% 89%
of Total Branches
- ------------------------------- ------------------------ -----------------------
Supermarket Deposits $1.2 billion $842 million
- ------------------------------- ------------------------ -----------------------
Supermarket Deposits as a % 16% 40%
of Total Deposits
- ------------------------------- ------------------------ -----------------------
Avg. Deposits per Store $26 million $13 million
- ------------------------------- ------------------------ -----------------------
Cost of Funds (supermarkets) 4.3% 4.5%
- ------------------------------- ------------------------ -----------------------
Total Deposits $7.2 billion $2.1 billion
- ------------------------------- ------------------------ -----------------------
The Mortgage Company Acquisition Destroyed Shareholder Value
In addition, we are concerned about losses at Haven's mortgage company, CFS
InterCounty Mortgage, which Haven acquired in mid-1998 for approximately $6
million and other consideration. In connection with the CFS InterCounty
purchase, Haven publicly filed a Form 8-K with the SEC on March 11, 1998 that
stated:
"We anticipate that this transaction will not have a dilutive effect on earnings
per share in the first year and will be accretive thereafter."
Despite record setting mortgage loan volume nationally in the period since that
time, CFS InterCounty was marginally profitable in 1998 and lost $7.4 million
(pretax) in 1999 (per Haven's January 27, 2000 press release). We believe that
these losses are another indication of Haven's inability to operate profitably
as an independent entity.
As demonstrated time and again, Haven's management has failed to deliver. We can
no longer give them the benefit of the doubt that they are capable of returning
the Company to an appropriate level of profitability.
6
<PAGE>
HAVEN HAS MISSED ITS ANALYSTS' EARNINGS ESTIMATES EVERY YEAR FOR THREE YEARS
STRAIGHT
We believe Haven's management has also lost credibility on Wall Street, as
evidenced by the repeated reductions in analysts' earnings estimates for Haven
over the past three years.
<TABLE>
<CAPTION>
- ------------- ----------- ---------- ----------- ---------- ---------- -----------
1997 1997 1998 1998 1999 1999
Initial Actual Initial Actual Initial Actual
Analyst Haven Analyst Haven Analyst Haven
FIRM: Estimate(1) Results Estimate(1) Results Estimate(1) Results
- ------------------ ----------- ---------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Friedman Billings N/A $1.24 $1.70 $0.89 $2.64 $1.38
- ------------------ ----------- ---------- ----------- ---------- ---------- -----------
First Albany $1.38 $1.24 $1.68 $0.89 $2.05 $1.38
- ------------------ ----------- ---------- ----------- ---------- ---------- -----------
Sandler O'Neill $1.15 $1.24 $1.55 $0.89 $1.55 $1.38
- ------------------ ----------- ---------- ----------- ---------- ---------- -----------
Keefe Bruyette $1.25 $1.24 $1.88 $0.89 $1.55 $1.38
- ------------------ ----------- ---------- ----------- ---------- ---------- -----------
Tucker Anthony N/A $1.24 $1.63 $0.89 $1.30 $1.38
- ------------------ ----------- ---------- ----------- ---------- ---------- -----------
McConnell Budd $1.35 $1.24 $1.50 $0.89 $1.45 $1.38
- ------------------ ----------- ---------- ----------- ---------- ---------- -----------
AVERAGE $1.28 $1.24 $1.66 $0.89 $1.75 $1.38
- ------------------ ----------- ---------- ----------- ---------- ---------- -----------
(1) Per the analyst's earnings estimate for Haven just prior to the
beginning of the year under review (Source: SNL Securities Quarterly
Thrift Digests)
</TABLE>
Current earnings estimates for 2000 range from $1.25 to $1.70. The mean estimate
of $1.47 equates to an approximately 0.44% Return on Assets, less than one-half
of the returns typical thrifts in New York and the U.S. generate.
FOR THE PERIOD JUNE 30, 1996 THROUGH FEBRUARY 29, 2000, HAVEN'S STOCK PRICE
DECLINED 15%, VERSUS SUBSTANTIAL APPRECIATION FOR ITS PEERS
Month End Stock Prices
Haven, North Fork, NASDAQ Bank Index
Haven Bancorp North Fork Bancorp NASDAQ Bank Index
------------- ------------------ -----------------
Actual Converted Actual Converted Actual Converted
Stock Stock Stock Stock Stock Stock
Price Price (1) Price Price (1) Price Price (1)
------ --------- ------ --------- ------ ---------
Jun-96 14.06 100.00 8.70 100.00 1,074 100.00
Jul-96 14.38 102.22 9.42 108.26 1,069 99.48
Aug-96 13.63 96.89 10.33 118.67 1,111 103.43
Sep-96 12.78 90.89 10.50 120.65 1,149 106.99
Oct-96 13.38 95.11 10.55 121.18 1,195 111.28
Nov-96 14.00 99.56 11.33 130.16 1,265 117.72
Dec-96 14.31 101.78 11.88 136.45 1,273 118.54
Jan-97 14.56 103.56 11.95 137.34 1,343 125.02
Feb-97 16.63 118.22 13.55 155.66 1,422 132.35
Mar-97 16.06 114.22 12.05 138.42 1,378 128.26
Apr-97 15.94 113.33 13.20 151.71 1,383 128.72
May-97 17.13 121.78 14.00 160.86 1,484 138.11
Jun-97 18.75 133.33 14.25 163.73 1,615 150.35
Jul-97 18.38 130.67 17.00 195.33 1,727 160.76
Aug-97 18.94 134.67 16.63 191.02 1,713 159.44
Sep-97 21.38 152.00 19.33 222.08 1,894 176.34
Oct-97 21.38 152.00 19.63 225.49 1,923 179.00
Nov-97 21.50 152.89 20.25 232.68 1,945 181.07
Dec-97 22.50 160.00 22.50 258.53 2,083 193.92
Jan-98 20.13 143.11 21.42 246.14 2,003 186.44
Feb-98 24.50 174.22 22.80 261.94 2,115 196.89
Mar-98 24.25 172.44 25.58 293.90 2,217 206.33
Apr-98 26.19 186.22 24.75 284.38 2,247 209.13
May-98 26.50 188.44 24.13 277.20 2,193 204.15
Jun-98 25.63 182.22 24.44 280.79 2,123 197.61
Jul-98 21.31 151.56 24.38 280.07 2,027 188.71
Aug-98 16.00 113.78 19.00 218.31 1,621 150.88
Sep-98 15.63 111.11 20.00 229.80 1,732 161.21
Oct-98 13.88 98.67 19.88 228.37 1,785 166.18
Nov-98 16.75 119.11 21.06 242.01 1,851 172.32
Dec-98 15.00 106.67 23.94 275.04 1,838 171.09
Jan-99 14.50 103.11 21.00 241.29 1,792 166.84
Feb-99 14.13 100.44 22.00 252.78 1,772 164.93
Mar-99 13.13 93.33 21.13 242.73 1,750 162.94
Apr-99 13.44 95.56 22.50 258.53 1,874 174.42
May-99 14.00 99.56 21.31 244.88 1,842 171.47
Jun-99 16.00 113.78 21.38 245.60 1,867 173.82
Jul-99 15.88 112.89 20.63 236.98 1,812 168.67
Aug-99 16.50 117.33 18.13 208.26 1,736 161.64
Sep-99 16.00 113.78 19.50 224.06 1,683 156.68
Oct-99 16.00 113.78 20.63 236.98 1,801 167.65
Nov-99 16.13 114.67 20.13 231.24 1,766 164.39
Dec-99 15.44 109.78 17.38 199.64 1,691 157.44
Jan-00 12.88 91.56 17.00 195.33 1,587 147.74
Feb-00 12.00 85.33 16.38 188.15 1,449 134.89
(1) 6/30/99 = 100
We believe this chart demonstrates graphically that Haven's shareholders have
suffered a material loss of shareholder value since Haven's decision to enter
into supermarket banking (beginning in mid 1996). Haven's stock peaked on April
21, 1998 at $28.75 per share and has never approached anywhere near that level
since. Since its peak in April 1998, through February 29, 2000, Haven's
shareholders have seen approximately two-thirds of Haven's market value
disappear, a destruction of $160 million.
Haven has also not increased its quarterly dividend since March 1996.
HAVEN'S STOCK PRICE IN A MERGER SHOULD BE WORTH SIGNIFICANTLY MORE THAN ITS
CURRENT STOCK PRICE BASED UPON COMPARABLE MERGER TRANSACTIONS
As of February 29, 2000 Haven's stock price was $12.00. This represents 102% of
Haven's book value and 8.7x Haven's earnings (trailing 12 months). Based upon
the following comparable merger
7
<PAGE>
transactions we believe a sale of Haven would provide a significant premium to
Haven's current stock price:
<TABLE>
COMPARABLE THRIFT TRANSACTIONS
<CAPTION>
- ----------- -------------------------- ---------- ----------- ------------ -----------
DATE SELLER (State)/ TOTAL PRICE/ PRICE/ DEPOSIT
ANN. ACQUIRER ASSETS LTM EPS BookValue PREMIUM
- ----------- -------------------------- ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
12/2/99 MECH Financial (CT)/ $1.1 bil/ 16.9x 215% 16.0%
Webster Financial $8.9 bil
- ----------- -------------------------- ---------- ----------- ------------ -----------
8/30/99 Reliance Bancorp (NY)/ $2.5 bil/ 16.8x 191% 13.4%
North Fork Bank $11.9 bil
- ----------- -------------------------- ---------- ----------- ------------ -----------
8/16/99 JSB Financial (NY)/ $1.6 bil/ 16.7x 152% 17.6%
North Fork Bank $11.9 bil
- ----------- -------------------------- ---------- ----------- ------------ -----------
4/13/99 Statewide Fin'l Corp $750 mil/ 29.4x 174% 10.0%
(NJ)/Independence $5.5 bil
Comm.
- ----------- -------------------------- ---------- ----------- ------------ -----------
AVERAGE 19.9x 183% 14.3%
- ----------- -------------------------- ---------- ----------- ------------ -----------
Implied Value per Haven
Share $27.50 $21.50 $30.00
(excluding
supermarket
deposits)
to $43.00
(including
supermarket
deposits)
- ----------- -------------------------- ---------- ----------- ------------ -----------
</TABLE>
We believe the Reliance Bancorp and JSB Financial transactions are the most
relevant comparables due to their locations on Long Island and similarity to
Haven's traditional franchise. Due to Haven's low equity to assets ratio and
below peer group current earnings, we believe the most relevant ratio is the
deposit premium. If Haven were to receive a 14% deposit premium, the potential
merger value would range from $30.00 per share (assuming a 14% deposit premium
for the $1.24 billion in "traditional" branch deposits and 0% premium for the
$842 million of supermarket deposits) to $43.00 per share (assuming 14% deposit
premium for all deposits). In our opinion, the supermarket deposits are worth
significantly less than Haven's traditional deposits, therefore Haven's
potential merger value is likely skewed towards the lower end of the range
implied by the deposit premium. In addition, these amounts do not factor in
other costs that an acquirer must bear (e.g. CEO Messina's $6 million++
severance package, severance costs for other employees, the costs of selling the
headquarters building, transaction costs, etc.). Net of these costs, we believe
Haven's value in a merger would range from $22 to $27 per share, a very
significant premium to Haven's stock price of $12.00 as of February 29, 2000. In
our opinion, the potential acquirers of Haven are larger in-market banks and
thrifts with superior current and prospective fundamentals.
WE BELIEVE A NEAR TERM SALE OF HAVEN TO A LARGER FINANCIAL INSTITUTION WILL
PRODUCE SUPERIOR VALUE TO HAVEN'S SHAREHOLDERS (COMPARED TO HAVEN REMAINING
INDEPENDENT) DUE TO A POTENTIAL ACQUIRER'S ABILITY TO ACHIEVE HUGE COST SAVINGS
We believe a near term sale of Haven is the superior strategy for Haven's
shareholders, compared to remaining independent, because an efficient in-market
acquirer typically eliminates 35 to 65% of the acquired company's expenses in an
in-market merger transaction (e.g. North Fork Bank plans to achieve
approximately 40-45% cost savings in its acquisitions of JSB Financial and
Reliance Bancorp). In
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Haven's case, we believe that approximately $30 million of cost savings
(approximately 35% of Haven's expenses) could be achieved by an in-market
acquirer. This would equal approximately $2.20 of after tax cost savings per
Haven share. Those cost savings, when combined with Haven's expected 2000
earnings of approximately $1.45 per share, should enable an acquirer to pay a
significant premium to Haven's current stock price.
Given Haven's past earnings performance and the fact that we do not believe
Haven has evidenced any credible plan to achieve a significant increase in
earnings on its own, we do not believe that there is any justification for Haven
to remain an independent entity.
WE BELIEVE HAVEN'S SHAREHOLDERS WOULD BENEFIT FROM HAVING OUTSIDE SHAREHOLDERS
ON HAVEN'S BOARD
On numerous occasions over the past year (as outlined in our Schedule 13D's
dated August 31, 1999, October 7, 1999, December 10, 1999, January 24, 2000 and
February 23, 2000 as filed with the SEC) we have asked Haven's CEO and Board to
add Mr. Lashley to Haven's Board, without success. Haven CEO Phil Messina's
stated rationale for rebuffing the Group's requests (per a June 28, 1999 letter
to Mr. Lashley) was that Mr. Messina was "not aware of any sense of urgency to
expand" Haven's Board. Despite Mr. Messina's asserted "lack of urgency," in
December 1999, Haven's Board unilaterally and without shareholder approval,
expanded its Board by adding two new members, less than two weeks following the
Group's announced intention to nominate two directors for election at the 2000
Annual Meeting. Neither PL Capital Group, nor any other large or small
shareholders, to our knowledge, were given an opportunity to nominate or
recommend candidates or comment on the two candidates appointed by the Board.
The Group feels this is an example of the Board's callous disregard for
shareholders' rights.
We also believe Haven's existing Board of Directors would be better served by
adding outside members without potential conflicts of interest. For example,
Haven's 1999 Compensation Committee consisted of three members, including the
former CEO, and an outside director who is an owner or partner of various real
estate entities that had an aggregate of $13.2 million of loans from Haven (as
of December 31, 1998, per Haven's 1999 proxy statement). The aggregate loan
balance to the outside director and his affiliates equals 13% of Haven's
tangible capital (at December 31, 1999), which we believe is imprudent.
We believe our nominees are more likely than the Company's nominees to
aggressively reduce expenses and pursue a sale of Haven. For instance, Haven's
current Chairman and CEO, Philip Messina, is one of the three directors up for
re-election to the Board. Mr. Messina, as CEO of Haven, bears ultimate
responsibility for Haven's money-losing supermarket banking strategy, the
acquisition of money-losing CFS InterCounty, spending $13 million on Haven's
extravagant Westbury headquarters and rebuffing North Fork Bank's takeover
overtures in 1996. We believe that Mr. Messina's objectivity and independence
are compromised by his lack of experience outside of Haven (he has worked for
Haven for 35 years) and his perquisites and compensation (Mr. Messina's annual
compensation has approximately doubled since 1995, a period in which Haven's
earnings and stock price have declined).
We believe Mr. Messina's compensation and benefits are excessive given Haven's
poor performance under his leadership and the fact that his day to day operating
responsibilities were substantially assumed by the elevation of William Jennings
to President and COO. Despite presiding over one of the poorest performing
thrifts in the U.S., Mr. Messina has one of the largest employment/severance
contracts in the thrift industry (per Haven's 1999 proxy statement, Mr. Messina
is entitled to over $6 million, plus full vesting on stock options for 235,534
shares and free stock grants and other benefits). If elected, to the extent
possible, we will closely scrutinize Haven's executive compensation practices.
OUR BOARD NOMINEES, IF ELECTED, WILL PUSH HAVEN'S BOARD AND MANAGEMENT TO
AGGRESSIVELY PURSUE ALL EXISTING MERGER OPPORTUNITIES, AND ATTEMPT
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TO GIVE HAVEN'S SHAREHOLDERS AN OPPORTUNITY TO VOTE ON ANY BONA FIDE MERGER
PROPOSAL THAT HAVEN RECEIVES
We are seeking to place two of our members on Haven's Board to ensure that any
and all potential offers by other banks to acquire Haven are pursued and
considered. We know of at least one instance, in mid-1996, where Haven's
management and Board rebuffed attempts to be acquired by North Fork Bank.
Specifically, North Fork Bank filed a Schedule 13D with the SEC on July 30, 1996
which stated that despite "repeated efforts," Haven "refused to meet with
representatives of North Fork to explore" a potential business combination. We
also note that North Fork has significantly outperformed Haven since that time,
as measured by all relevant financial performance measures (e.g., Return on
Assets, Return on Equity, Efficiency Ratio, Earnings Per Share, etc.). North
Fork's stock since that time has also dramatically outperformed Haven's stock
(North Fork's total return to shareholders from 6/30/96 to 2/29/00 was 108%,
versus (9%) for Haven).
For all of the reasons noted above, IF ELECTED, MESSRS. LASHLEY AND GOODBODY
WILL ENCOURAGE HAVEN'S BOARD AND MANAGEMENT TO:
(1) IMMEDIATELY ADOPT PLANS TO AGGRESSIVELY REDUCE HAVEN'S OVERHEAD
EXPENSES, AND
(2) AGGRESSIVELY PURSUE A SALE OF HAVEN TO A LARGER, MORE EFFICIENT
FINANCIAL INSTITUTION, AT A PREMIUM TO HAVEN'S CURRENT STOCK PRICE
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THE PL CAPITAL GROUP'S PREVIOUS SUCCESS IN MAXIMIZING SHAREHOLDER VALUE
Members of the PL Capital Group have previously been successful in maximizing
the value of banks in which they invest. Since inception in 1996, the Financial
Edge Fund, LP has accumulated ownership positions greater than 5% in three
savings institutions, including Haven. The other two, MidConn Bank in
Kensington, CT and SuburbFed Financial in Flossmoor, IL, were both acquired by
larger banks within 12 months of the dates that PL Capital initially filed
Schedule 13D's on each institution. In both instances, PL Capital's public
filings stated that PL Capital intended to encourage management of each
institution to seek ways to maximize shareholder value, including, but not
limited to, sale of the institution. On January 28, 1997 MidConn Bank announced
they were being acquired by Eagle Financial, in a transaction valued at $25.00
per share, a 67% premium to MidConn's stock price ($15.00) on the day (May 1,
1996) PL Capital filed its initial public filing. On December 27, 1997 SuburbFed
Financial announced a sale to CFS Bancorp, in a transaction valued at $47.50 per
share, a 106% premium to SuburbFed's stock price ($23.00) on the day PL Capital
filed its initial Schedule 13D (April 16, 1997). The PL Capital Group does not
claim that PL Capital's actions necessarily caused the increases in shareholder
value described above, and these transactions and events may have occurred even
if PL Capital did not exercise its shareholder rights.
OUR SLATE OF DIRECTORS
Haven's Board currently consists of 9 members. Three seats on the board of
directors are up for election at the Annual Meeting.
At the Annual Meeting, the PL Capital Group will seek to elect Richard Lashley
and Garrett Goodbody to fill two of the three open director seats, in opposition
to the Company's nominees. The election of Messrs. Lashley and Goodbody requires
the affirmative vote of a majority of the votes cast. If elected, Messrs.
Lashley and Goodbody would each be entitled to serve a three-year term.
Our director nominees have substantial experience and expertise in the banking
industry in a variety of capacities, including significant knowledge of Haven
and the New York banking market.
RICHARD LASHLEY
Richard Lashley, age 41, is the co-founder and co-owner of PL Capital. Founded
in 1995, PL Capital is an investment management and financial advisory firm
dedicated to the banking and financial services industry. PL Capital is the
General Partner of the Financial Edge Fund, LP and the Financial Edge/Strategic
Fund, LP. Those two investment partnerships invest primarily in banks, thrifts
and other financial services companies. Mr. Lashley has substantial professional
and financial advisory experience in the banking industry. From 1984 to 1996 he
worked in a variety of capacities for KPMG Peat Marwick, the nation's largest
professional services firm serving banks and thrifts. When he resigned to form
PL Capital, Mr. Lashley was a Director in KPMG's Financial Services Corporate
Finance Practice, where his specialty was bank merger advisory services. In the
past seven years, Mr. Lashley has been a financial advisor in bank mergers with
over $1.0 billion of transaction value. While at KPMG, Mr. Lashley also served
as Assistant to the Director of KPMG's National Banking and Finance Practice. In
that position, he was responsible for monitoring technical accounting and
regulatory issues for KPMG's nationwide savings institutions practice. He also
has extensive experience working with banking industry regulatory and accounting
bodies such as 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). Mr.
Lashley served as Assistant to the Chairman of the AICPA Savings Institution
Committee in Washington DC in 1992-1993. Mr. Lashley is a CPA and holds an MBA
degree from Rutgers University. Mr. Lashley has substantial experience investing
in and advising institutions in the New York banking market, having lived and
worked in New
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York (NYC and Long Island) and New Jersey for his entire career. Mr. Lashley
grew up on Long Island and he currently resides in Warren, NJ, with his wife,
Beth, and their two children. Mr. Lashley is currently an Advisory Board Member
for Clever Ideas-LeCard, Inc., a privately held financial services entity based
in Chicago. Mr. Lashley is the beneficial owner of 578,500 shares of Haven
common stock.
GARRETT GOODBODY
Garrett Goodbody, age 54, is Managing Partner of Goodbody Partners LP, a firm
engaged in portfolio management and international financial services consulting.
He has extensive domestic and international experience in the management of
financial institutions. A graduate of Yale College and Harvard Business School,
Mr. Goodbody started his career at Citibank NA. where he held increasingly
senior positions in Mexico, Brazil, Canada and the United States involving at
various times Corporate Lending, Risk Asset Review, Operations and lastly, head
of Cash Management Services. In 1985 Mr. Goodbody joined Marine Midland Bank
(now HSBC USA) where he was ultimately the Senior Executive Vice President for
Corporate Lending. Previously, he had been the regional President for Credit
Cards statewide and for all Community Banking activities in the Hudson Valley.
In 1991 Mr. Goodbody became the President and CEO of New Milford Savings Bank, a
troubled savings bank. Over a period of two years, Mr. Goodbody was instrumental
in restructuring New Milford Savings, ultimately returning it to financial
stability. Since 1993, Mr. Goodbody has been an advisor in a series of critical
international consulting engagements in Slovakia, Hungary and Mexico. Several
engagements involved leading financial institutions that were troubled,
underperforming and required substantial restructuring. Based on his banking
experiences, Mr. Goodbody has developed substantial expertise as a senior
executive in the major business lines utilized by Haven, as well as a strong
appreciation of the steps necessary to turn around an underperforming
institution such as Haven. Mr. Goodbody resides in Sharon, Connecticut with his
wife Ann. Mr. Goodbody is the owner of 15,000 shares of Haven common stock.
Additionally, he is considered to be the beneficial owner of 578,500 shares of
Haven common stock as part of the PL Capital Group.
Messrs. Lashley and Goodbody intend to serve as Directors, however, if either
Mr. Lashley or Mr. Goodbody is unable to serve as a director, the persons named
as proxy on the attached WHITE card will vote for the election of another
nominee as may be proposed by the Group.
WHO CAN VOTE AT THE ANNUAL MEETING
The record date for determining stockholders entitled to notice of and to vote
at the Annual Meeting (the "Record Date") is March 29, 2000. Stockholders of the
Company as of the Record Date are entitled to one vote at the Annual Meeting for
each share of common stock of the Company, $.01 par value per share (the "Common
Stock"), held on the Record Date. It is anticipated that the proxy statement
that will be filed by the Company will state the number of shares issued and
outstanding on the Record Date.
HOW TO VOTE BY PROXY
To elect the PL Capital Group's nominees to the Board, promptly complete, sign,
date and mail the enclosed WHITE proxy card in the enclosed postage-paid
envelope. Whether you plan to attend the Annual Meeting or not, we urge you to
complete and return the enclosed WHITE proxy card.
Properly executed proxies will be voted in accordance with the directions
indicated thereon. If you sign the WHITE proxy card but do not make any specific
choices, your proxy will vote your shares as follows:
o "FOR" the election of our two nominees to the Board of Directors,
Richard Lashley and Garrett Goodbody.
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o "FOR" the ratification of the appointment of KPMG LLP as the
auditors of the Company for the fiscal year ending December 31,
2000.
If any other matters are presented at the Annual Meeting, your proxy will vote
in accordance with the best judgment of the persons named on the attached proxy
card as discussed in the "Other Matters To Be Considered At The Annual Meeting"
section. At the time this Proxy Statement was mailed, we knew of no matters
which needed to be acted on at the Annual Meeting, other than those discussed in
this Proxy Statement.
If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the record date, only that entity can vote your
shares and only upon its receipt of your specific instructions. Accordingly,
please contact the person responsible for your account at such entity and
instruct that person to execute and return the WHITE proxy card on your behalf.
You should also sign, date and mail the voting instruction form your broker or
banker sends you when you receive it. Please do this for each account you
maintain to ensure that all of your shares are voted.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
The PL Capital Group anticipates that the Company will solicit proxies with
respect to a proposal to ratify the appointment of KPMG LLP as the auditors of
the Company. The PL Capital Group recommends a vote for this proposal. You may
use the WHITE proxy card to vote for this proposal.
The PL Capital Group is not aware of any other proposals to be brought before
the Annual Meeting. If other proposals are brought before the Annual Meeting,
the persons named on the WHITE proxy card will abstain from voting on such
proposals unless such proposals adversely affect the interests of the PL Capital
Group or the program of the PL Capital Group outlined in this Proxy Statement,
as determined by the PL Capital Group in its sole discretion. If that occurs,
such persons will vote on such proposals at their discretion.
VOTING AND PROXY PROCEDURES
The Board of Directors of Haven is divided into three classes of directors
having staggered terms of three years. Stockholders of Haven are not permitted
to cumulate their votes for the election of directors. If elected, Messrs.
Lashley and Goodbody would each serve for a three-year term expiring in 2003.
Since the PL Capital Group is only proposing two nominees for the Board of
Directors, if the two PL Capital Group nominees are elected, one of the
Company's nominees with the highest number of shares voted in their favor will
also be elected. If Messrs. Lashley and Goodbody are elected, the PL Capital
Group would obtain minority representation on the Company's Board of Directors
(i.e. two of nine seats).
The presence of a majority of all of the shares of Common Stock entitled to vote
at the Annual Meeting, present in person or by proxy, will constitute a quorum.
Abstentions are counted for purposes of determining a quorum; proxies marked to
abstain with respect to a proposal have the same effect as votes against the
proposal. Proxies relating to "street name" shares that are voted by brokers on
some but not all of the matters before shareholders at the Annual Meeting will
be treated as shares present for purposes of determining the presence of a
quorum on all matters, but will not be entitled to vote at the Annual Meeting on
those matters as to which authority to vote is withheld by the broker ("broker
non-votes"). Accordingly, broker non-votes will not affect the outcome of the
election.
Election of Messrs. Lashley and Goodbody requires the affirmative vote of a
majority of the votes present in person or represented by proxy at the Annual
Meeting. Assuming the presence of a quorum at the Annual Meeting, with respect
to the ratification of KPMG LLP as the Company's independent auditors, the
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<PAGE>
affirmative vote of a majority of the shares of the Common Stock present in
person or represented by proxy who cast votes for directors at the Annual
Meeting and entitled to vote on the matter will be required.
THE PL CAPITAL GROUP URGES YOU TO VOTE FOR THE ELECTION OF RICHARD J. LASHLEY
AND GARRETT GOODBODY AS DIRECTORS OF HAVEN BY SIGNING, DATING, AND MAILING THE
ENCLOSED WHITE PROXY CARD AS SOON AS POSSIBLE. PROXIES SOLICITED BY THIS PROXY
STATEMENT MAY BE EXERCISED ONLY AT THE ANNUAL MEETING (AND ANY ADJOURNMENT OR
POSTPONEMENT THEREOF) IN ACCORDANCE WITH YOUR INSTRUCTIONS AND WILL NOT BE USED
FOR ANY OTHER MEETING.
Any proxy may be revoked by you at any time prior to the time a vote is taken by
delivering to the Secretary of Haven Bancorp a notice of revocation bearing a
later date, by delivering a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person (but attendance at the Annual
Meeting will not by itself constitute revocation of a prior-delivered proxy).
Only holders of record as of the close of business on the Record Date will be
entitled to vote at the Annual Meeting. If you were a stockholder of record on
the Record Date, you will retain your voting rights for the Annual Meeting even
if you sell your shares after the Record Date. Accordingly, it is important that
you vote the shares held by you on the Record Date, or grant a proxy to vote
such shares, even if you sell such shares after the Record Date.
If you own any shares of the Common Stock which are held in the name of a
brokerage firm, bank, bank nominee or other institution on the Record Date, only
it can vote such shares and only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and instruct
that person to execute and return on your behalf the WHITE proxy card. You
should also sign, date and mail the proxy form your broker or bank sends you
when you receive it. Please do this for each account you maintain to ensure that
all of your shares are voted.
If you wish to support Messrs. Lashley and Goodbody, please sign, date and
return only the WHITE proxy card. If you later vote on management's proxy (even
if it is to withhold authority to vote for management's nominees) you will
revoke your previous vote for Messrs. Lashley and Goodbody.
ALTHOUGH YOU MAY VOTE MORE THAN ONCE, ONLY ONE PROXY WILL BE COUNTED AT THE
ANNUAL MEETING, AND THAT WILL BE YOUR LATEST-DATED, VALIDLY EXECUTED PROXY.
If you have already sent a proxy to management of the Company, you can revoke
that proxy by signing, dating and mailing the WHITE proxy card or by voting in
person at the Annual Meeting.
IF YOU HAVE SIGNED THE WHITE PROXY CARD AND NO MARKING IS MADE, YOU WILL BE
DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE HAVEN BANCORP COMMON STOCK
REPRESENTED BY THE WHITE PROXY CARD FOR THE ELECTION OF MESSRS. LASHLEY AND
GOODBODY AND FOR THE RATIFICATION OF KPMG LLP AS THE COMPANY'S INDEPENDENT
AUDITORS.
SOLICITATION OF PROXIES; EXPENSES
The entire expense of preparing and mailing this Proxy Statement and any other
soliciting material and the total expenditures relating to the solicitation of
proxies (including, without limitation, costs, if any, related to advertising,
printing, fees of attorneys, financial advisors, solicitors, accountants, public
relations, transportation and litigation) will be borne by the PL Capital Group.
In addition to the use of the mails, proxies may be solicited by the PL Capital
Group, other Participants (as defined below) and/or their employees by
telephone, telegram, and personal solicitation, for which no additional
compensation will be paid to those persons engaged in such solicitation. Banks,
brokerage houses, and other custodians,
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nominees, and fiduciaries will be requested to forward solicitation material to
the beneficial owners of the Common Stock that such institutions hold, and PL
Capital Group will reimburse such institutions for their reasonable
out-of-pocket expenses.
The PL Capital Group has retained Beacon Hill Partners, Inc., a proxy
solicitation firm, to assist in the solicitation of proxies at a fee estimated
not to exceed $35,000 plus reimbursement of reasonable out-of-pocket expenses.
Approximately 25 persons will be utilized by that firm in its solicitation
efforts.
The PL Capital Group estimates that its total expenditures relating to the
solicitation of proxies will be approximately $150,000 (including, without
limitation, costs, if any, related to advertising, printing, fees of attorneys,
financial advisors, solicitors, accountants, public relations, transportation,
and litigation). Total cash expenditures to date relating to this solicitation
have been approximately $50,000.
The PL Capital Group intends to seek reimbursement from the Company for its
actual expenses in connection with this solicitation. If elected, the PL Capital
Group and its nominees will submit the matter to a vote of the Company's Board
of Directors. The Company's Board of Directors may vote to submit the matter to
a vote of the Company's stockholders. If elected to the Company's Board of
Directors, Messrs. Lashley and Goodbody intend to vote in favor of reimbursing
the PL Capital Group and submitting the matter to a vote of the Company's
stockholders. If the matter is submitted to a vote of the Company's
stockholders, the PL Capital Group will vote its shares in favor of such
reimbursement and will accept the results of such stockholder vote.
CERTAIN INFORMATION REGARDING THE PARTICIPANTS
PL Capital, LLC is a Delaware limited liability company. The principal business
of PL Capital is serving as general partner of the Financial Edge Fund, LP, a
Delaware limited partnership, and Financial Edge/Strategic Fund, LP, a Delaware
limited partnership. Both limited partnerships invest primarily in equity
securities issued by publicly traded companies, with emphasis on investments in
banks, thrifts, and savings banks. The managing members of PL Capital are
Richard J. Lashley and John Wm. Palmer. Beth Lashley is the wife of Richard
Lashley. Mrs. Lashley is a CPA and financial analyst who is currently not
employed. Dr. Irving Smokler is self-employed in the field of real estate
investment. Mr. Goodbody is Managing Partner of Goodbody Partners LP, a firm
engaged in portfolio management and international financial services consulting.
PL Capital, LLC, Mr. Lashley, Mr. Palmer and Mr. Goodbody each are a
participant, and Dr. Smokler and Mrs. Lashley may be deemed to be a participant,
in the solicitation conducted with this Proxy Statement. Each of them is
referred to in this Proxy Statement as a "Participant" and collectively they are
the "Participants."
Exhibit A lists certain information regarding ownership of the Common Stock by
the Participants and transactions in the Common Stock made by the Participants
during the last two years. The PL Capital Group beneficially owns approximately
6.4% of the outstanding shares of Haven's Common Stock, and currently intends to
maintain that approximate level of ownership. The PL Capital Group may, however,
change or alter its investment strategy at any time to increase or decrease its
holdings in Haven.
Except as set forth herein, no Participant is now, or within the past year has
been, a party to any contract, arrangement or understanding with any person with
respect to any securities of the Company (including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies).
There are no material proceedings to which any Participant or any associate of
any Participant is a party adverse to the Company or any of its subsidiaries or
has a material interest adverse to the Company or any of its subsidiaries.
Except as described herein, no Participant and no associate of any Participant
has any interest in the matters to be voted upon at the Annual Meeting, other
than an interest, if any, as a stockholder of the Company.
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Except as described herein or in Exhibit A, neither any Participant nor any
associate of any Participant (1) has engaged in or has a direct or indirect
interest in any transaction or series of transactions since the beginning of the
Company's last fiscal year, or in any currently proposed transaction, to which
the Company or any of its subsidiaries is a party where the amount involved was
in excess of $60,000; (2) has been indebted to the Company or any of its
subsidiaries; (3) has borrowed any funds for the purpose of acquiring or holding
any securities of the Company, or is presently, or has been within the past
year, a party to any contract, arrangement or understanding with any person with
respect to either any securities of the Company, any future employment by the
Company or its affiliates, or any future transaction to which the Company or any
of its affiliates will or may be a party; or (4) is the beneficial or record
owner of any securities of the Company or any parent or subsidiary thereof.
No member of the PL Capital Group has paid any compensation to Messrs. Lashley
or Goodbody in connection with their becoming nominees of the PL Capital Group
at the Annual Meeting. The PL Capital Group has agreed to reimburse Messrs.
Lashley and Goodbody for any expenses they incur in connection with the Annual
Meeting but has no other arrangements or understandings with Messrs. Lashley or
Goodbody other than as set forth herein. Messrs. Lashley and Goodbody have
agreed to become nominees of the PL Capital Group in order to further the goals
of the PL Capital Group, as set forth in this Proxy Statement.
OTHER MATTERS
The PL Capital Group anticipates that the Company's proxy statement will contain
information regarding (1) securities ownership of 5% or more beneficial
ownership and management; (2) the committees of the Company's Board of
Directors; (3) the meetings of the Company's Board of Directors and all
committees thereof; (4) the background of the nominees of the Company's Board of
Directors; (5) the compensation and remuneration paid and payable to the
Company's directors and management; (6) stock price performance; and (7) the
submission of stockholder proposals at the Company's 2001 annual meeting of
stockholders. The PL Capital Group has no knowledge of the accuracy of the
Company's disclosures in its proxy materials.
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN WE ARE SEEKING YOUR SUPPORT. PLEASE
VOTE FOR MESSRS. LASHLEY AND GOODBODY BY SIGNING, DATING, AND MAILING IN THE
ENCLOSED POSTAGE-PAID ENVELOPE THE ENCLOSED WHITE PROXY CARD AS SOON AS
POSSIBLE. ONLY YOUR LATEST DATED PROXY COUNTS. EVEN IF YOU HAVE ALREADY RETURNED
A PROXY TO THE COMPANY'S BOARD OF DIRECTORS, YOU HAVE EVERY LEGAL RIGHT TO
REVOKE IT BY SIGNING, DATING, AND MAILING THE ENCLOSED WHITE PROXY CARD OR BY
VOTING IN PERSON AT THE ANNUAL MEETING.
WHO YOU CAN CALL IF YOU HAVE QUESTIONS
If you have any questions or require any assistance, please contact Beacon Hill
Partners, Inc., proxy solicitors for the PL Capital Group, at the following
address and telephone number:
BEACON HILL PARTNERS, INC.
90 Broad Street
New York, NY 10004
Toll Free: 1-800-755-5001
Please also feel free to call the PL Capital Group at the following:
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Mr. Richard Lashley, Principal Mr. John Palmer, Principal
PL Capital, LLC PL Capital, LLC
323 Main Street 2015 Spring Road
Chatham, NJ 07928 Suite 290
(973) 635-1177 Oak Brook, IL 60523
(973) 635-9078 (fax) (630) 928-0231
(630) 928-0232 (fax)
IT IS IMPORTANT THAT YOU RETURN YOUR PROXY PROMPTLY. PLEASE SIGN AND DATE YOUR
WHITE PROXY CARD PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE TO AVOID
UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS NECESSARY.
Sincerely,
/s/ Richard Lashley /s/ John Palmer
Richard Lashley John Palmer
The PL Capital Group The PL Capital Group
March 13, 2000
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Exhibit A
Additional Information Regarding Members of the PL Capital Group
The following table sets forth information regarding holdings of Common Stock by
members of the PL Capital Group (who together constitute a "group" as that term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934):
<TABLE>
<CAPTION>
- --------------------------------- --------------------- ---------------------- ---------------------
Shares Held By
Participant & Address Shares Held Percent of Class Non-Participant
Beneficially Associates
- --------------------------------- --------------------- ---------------------- ---------------------
<S> <C> <C> <C>
Richard Lashley
2015 Spring Road, Suite 290 578,500 6.4% 0
Oak Brook, Illinois 60523
- --------------------------------- --------------------- ---------------------- ---------------------
Garrett Goodbody
55 Mudge Pond Road 578,500 6.4% 0
Sharon, Connecticut 06069
- --------------------------------- --------------------- ---------------------- ---------------------
John Palmer
2015 Spring Road, Suite 290 578,500 6.4% 0
Oak Brook, Illinois 60523
- --------------------------------- --------------------- ---------------------- ---------------------
PL Capital, LLC
2015 Spring Road, Suite 290 578,500 6.4% 0
Oak Brook, Illinois 60523
- --------------------------------- --------------------- ---------------------- ---------------------
Financial Edge Fund, LP
2015 Spring Road, Suite 290 578,500 6.4% 0
Oak Brook, Illinois 60523
- --------------------------------- --------------------- ---------------------- ---------------------
Financial Edge/Strategic Fund, LP
2015 Spring Road, Suite 290 578,500 6.4% 0
Oak Brook, Illinois 60523
- --------------------------------- --------------------- ---------------------- ---------------------
Beth Lashley
c/o PL Capital, LLC
2015 Spring Road, Suite 290 578,500 6.4% 0
Oak Brook, Illinois 60523
- --------------------------------- --------------------- ---------------------- ---------------------
Dr. Irving Smokler
505 East Huron, Suite 303 578,500 6.4% 0
Ann Arbor, Michigan 48104
- --------------------------------- --------------------- ---------------------- ---------------------
</TABLE>
No member of the PL Capital Group owns any shares of the Common Stock of record
but not beneficially.
18
<PAGE>
Transactions in the Common Stock
Transactions In Stock of the Corporation
The following transactions are the only transactions during the past two years
with regard to any Participant.
Richard J. Lashley (including with respect to accounts held jointly with Mrs.
Beth Lashley and on behalf of Mr. Lashley's minor daughter):
- ------------ ------------------
Date Number of Shares
Purchased/(Sold)
- ------------ ------------------
2/12/99 300
- ------------ ------------------
2/17/99 200
- ------------ ------------------
2/17/99 1,000
- ------------ ------------------
4/1/99 2,000
- ------------ ------------------
4/14/99 1,000
- ------------ ------------------
4/14/99 1,000
- ------------ ------------------
6/29/99 (2,000)
- ------------ ------------------
8/27/99 1,000
- ------------ ------------------
12/31/99 1,000
- ------------ ------------------
Garrett Goodbody:
- ------------ ------------------
Date Number of Shares
- ------------ ------------------
12/21/99 1,500
- ------------ ------------------
12/21/99 3,500
- ------------ ------------------
12/22/99 3,100
- ------------ ------------------
12/22/99 1,900
- ------------ ------------------
2/29/00 5,000
- ------------ ------------------
John Palmer:
- ------------ ------------------
Date Number of Shares
- ------------ ------------------
12/28/98 1,000
- ------------ ------------------
1/21/99 400
- ------------ ------------------
3/19/99 100
- ------------ ------------------
3/24/99 250
- ------------ ------------------
3/29/99 250
- ------------ ------------------
4/11/99 250
- ------------ ------------------
4/13/99 250
- ------------ ------------------
4/13/99 200
- ------------ ------------------
4/14/99 450
- ------------ ------------------
4/14/99 200
- ------------ ------------------
4/14/99 200
- ------------ ------------------
4/14/99 200
- ------------ ------------------
4/14/99 1,000
- ------------ ------------------
4/14/99 1,000
- ------------ ------------------
6/24/99 250
- ------------ ------------------
19
<PAGE>
Financial Edge:
- ------------ ------------------
Date Number of Shares
- ------------ ------------------
3/20/98 4,000
- ------------ ------------------
3/20/98 1,000
- ------------ ------------------
3/23/98 500
- ------------ ------------------
3/26/98 4,500
- ------------ ------------------
5/01/98 3,000
- ------------ ------------------
5/13/98 6,500
- ------------ ------------------
5/13/98 10,000
- ------------ ------------------
5/14/98 3,000
- ------------ ------------------
5/15/98 4,000
- ------------ ------------------
5/15/98 5,000
- ------------ ------------------
5/18/98 10,000
- ------------ ------------------
5/18/98 10,000
- ------------ ------------------
12/22/98 42,000
- ------------ ------------------
12/23/98 2,500
- ------------ ------------------
12/23/98 40,000
- ------------ ------------------
12/28/98 7,000
- ------------ ------------------
01/08/99 32,000
- ------------ ------------------
1/11/99 37,000
- ------------ ------------------
1/13/99 2,000
- ------------ ------------------
1/20/99 10,000
- ------------ ------------------
1/21/99 15,000
- ------------ ------------------
3/24/99 10,000
- ------------ ------------------
3/24/99 10,000
- ------------ ------------------
3/31/99 10,000
- ------------ ------------------
4/07/99 7,500
- ------------ ------------------
4/08/99 7,500
- ------------ ------------------
4/09/99 5,000
- ------------ ------------------
4/09/99 11,000
- ------------ ------------------
7/21/99 5,000
- ------------ ------------------
7/22/99 7,500
- ------------ ------------------
8/25/99 4,000
- ------------ ------------------
8/26/99 6,000
- ------------ ------------------
8/30/99 3,000
- ------------ ------------------
8/31/99 5,000
- ------------ ------------------
9/17/99 3,000
- ------------ ------------------
9/28/99 10,000
- ------------ ------------------
9/30/99 5,500
- ------------ ------------------
10/18/99 500
- ------------ ------------------
12/13/99 1,000
- ------------ ------------------
12/31/99 200
- ------------ ------------------
12/31/99 500
- ------------ ------------------
12/31/99 500
- ------------ ------------------
12/31/99 1,000
- ------------ ------------------
12/31/99 1,000
- ------------ ------------------
12/31/99 1,000
- ------------ ------------------
12/31/99 2,000
- ------------ ------------------
12/31/99 3,000
- ------------ ------------------
1/20/00 3,000
- ------------ ------------------
1/20/00 2,000
- ------------ ------------------
2/16/00 4,100
- ------------ ------------------
2/29/00 3,800
- ------------ ------------------
20
<PAGE>
Financial Edge Strategic:
- ------------ ------------------
Date Number of Shares
- ------------ ------------------
7/31/98 1,000
- ------------ ------------------
10/5/98 2,000
- ------------ ------------------
10/6/98 5,000
- ------------ ------------------
10/7/98 5,000
- ------------ ------------------
04/08/99 10,000
- ------------ ------------------
6/30/99 (8,500)
- ------------ ------------------
7/20/99 1,100
- ------------ ------------------
7/21/99 3,900
- ------------ ------------------
8/25/99 2,000
- ------------ ------------------
8/27/99 500
- ------------ ------------------
8/30/99 8,500
- ------------ ------------------
9/30/99 1,000
- ------------ ------------------
10/11/99 400
- ------------ ------------------
1/31/00 7,500
- ------------ ------------------
Mrs. Beth Lashley
- ------------ ------------------
Date Number of Shares
- ------------ ------------------
10/13/98 1,000
- ------------ ------------------
4/9/99 2,000
- ------------ ------------------
Dr. Irving Smokler:
- ----------- ------------------
Date Number of Shares
- ----------- ------------------
5/05/99 3,000
- ----------- ------------------
5/06/99 8,000
- ----------- ------------------
5/07/99 600
- ----------- ------------------
5/14/99 10,000
- ----------- ------------------
5/17/99 5,000
- ----------- ------------------
5/18/99 5,000
- ----------- ------------------
5/21/99 2,300
- ----------- ------------------
5/25/99 2,700
- ----------- ------------------
6/03/99 5,000
- ----------- ------------------
6/14/99 5,000
- ----------- ------------------
6/25/99 6,000
- ----------- ------------------
7/16/99 5,000
- ----------- ------------------
8/18/99 500
- ----------- ------------------
8/27/99 3,100
- ----------- ------------------
8/30/99 4,000
- ----------- ------------------
8/31/99 5,000
- ----------- ------------------
9/15/99 4,800
- ----------- ------------------
9/22/99 15,000
- ----------- ------------------
1/26/00 5,000
- ----------- ------------------
The total number of shares held by the Group is 578,500, approximately 6.4% of
the total shares outstanding.
The amount of funds expended to date by Mr. Lashley to acquire the 5,500 shares
of Common Stock he holds in his name (including shares in joint name with his
wife Beth Lashley and held in a custodian account for Mr. Lashley's minor
daughter) is $76,475. Such funds were provided from Mr. Lashley's personal
funds.
21
<PAGE>
The amount of funds expended to date by Mr. Goodbody to acquire the 15,000
shares he holds in his name is $208,400. Such funds were provided from Mr.
Goodbody's personal funds.
The amount of funds expended to date by Financial Edge to acquire the 414,600
shares of Common Stock it holds in its name is $6,788,250. Such funds were
provided in part from Financial Edge's available capital and, from time to time,
in part by margin account loans from subsidiaries of The Bear Stearns Companies,
Inc. ("Bear Stearns"), extended in the ordinary course of business.
The amount of funds expended to date by Financial Edge Strategic to acquire the
39,400 shares of Common Stock it holds in its name is $557,785. Such funds were
provided in part from Financial Edge Strategic's available capital and, from
time to time, in part by margin account loans from subsidiaries of Bear Stearns,
extended in the ordinary course of business. In addition to the Common Stock
purchases set forth above, Financial Edge Strategic holds 1,350 shares of
Haven's Capital Trust II Capital Preferred Stock. The amount of funds expended
to date by Financial Edge Strategic to acquire such shares of Preferred Stock is
$10,670.
The amount of funds expended to date by Mr. Palmer to acquire the 6,000 shares
of Common Stock he holds in his name is $77,200. Such funds were provided from
Mr. Palmer's personal funds.
The amount of funds expended to date by Dr. Smokler to acquire the 95,000 shares
he holds in his name is $1,405,400. Such funds were provided in part from Dr.
Smokler's personal funds and, from time to time, in part by margin account loans
from subsidiaries of Bear Stearns, extended in the ordinary course of business.
The amount of funds expended to date by Mrs. Lashley to acquire the 3,000 shares
of Common Stock she holds in her name is $37,900. Such funds were provided from
Mrs. Lashley's IRA account held at Bear Stearns. In addition to the Common Stock
purchases set forth above, Mrs. Lashley holds, through an IRA account, 2,000
shares of Haven's Capital Trust II Capital Preferred Stock. The amount of funds
expended to date by Mrs. Lashley to acquire such shares of Preferred Stock is
$16,370.
All purchases of Common Stock made by members of the Group using funds borrowed
from Bear Stearns, if any, were made in margin transactions on Bear Stearns'
usual terms and conditions. All or part of the shares of Common Stock owned by
members of the Group may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such entities to
members of the Group. Such loans generally bear interest at a rate based upon
the broker's call rate from time to time in effect. Such indebtedness, if any,
may be refinanced with other banks or broker-dealers.
Neither Mr. Lashley nor Mr. Goodbody is required to file reports under Section
16 of the Securities Exchange Act of 1934, as amended, with respect to the
Common Stock.
22
<PAGE>
PROXY
THIS PROXY IS SOLICITED BY THE PL CAPITAL GROUP
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Richard J. Lashley and Garrett Goodbody, with
full power of substitution, as Proxy for the undersigned, to vote all shares of
common stock, par value $.01 per share, of Haven Bancorp, Inc. (the "Company"),
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on May 17, 2000, at XX:00 pm (EST) or any adjournements thereof (the
"Annual Meeting"), as follows:
1. ELECTION OF DIRECTORS- To elect RICHARD J. LASHLEY and GARRETT GOODBODY
FOR WITHHOLD
To withhold authority to vote for the election of any nominee(s), write the
name(s) of such nominee(s) in the following space (You can withhold authority
for either Richard J. Lashley or Garrett Goodbody, jointly or individually by
writing one or both names in the following space below or withholding authority
for both by marking an X next to the WITHHOLD box above):
The PL Capital Group intends to use this proxy to vote for persons who have been
nominated by the Company to serve as Director, other than the Company Nominees
noted below. You should refer to the Company's proxy statement and form of proxy
distributed by the Company for the names, backgrounds, qualifications and other
information concerning the Company's Nominees. The PL Capital Group is NOT
seeking authority to vote for and will NOT exercise any authority for Mr. Philip
Messina and Mr. XXXXXXXXXX, two of the Company's Nominees. You may withhold
authority to vote for one or more additional Company Nominees, by writing the
name of the Company Nominee(s) in the following space below:
2. APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITOR FOR THE YEAR
ENDED DECEMBER 31, 2000:
FOR WITHHOLD ABSTAIN
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
23
<PAGE>
This proxy, when properly executed , will be voted in the manner directed herin
by the undersigned Stockholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the PL Capital Group's Nominees as Directors and
"FOR" the appointment of KPMG LLP as the Company's independent auditor. This
proxy revokes all prior proxies given by the undersigned.
In his discretion, the Proxy is authorized to vote upon such other business that
may properly come before the Annual Meeting, as provided in the proxy statement
provided herewith.
Dated:_______________________________________________________
Signature:___________________________________________________
Signature(if held jointly):__________________________________
Title:_______________________________________________________
Please sign exactly as your name(s) appear on the proxy cards previously sent to
you. When shares are held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee, or guardian, please give full title
as such. If a corporation, please sign in full corporation name by the President
or other duly authorized officer. If a partnership, please sign in partnership
name by authorized person. This proxy card votes all shares held in all
capacities.
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY
24
