CUSIP No. 419352-10-9 Page 1 of 26 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 5
HAVEN BANCORP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
419352-10-9
(CUSIP Number)
Phillip M. Goldberg
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-2549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 7, 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 [ ].
<PAGE>
CUSIP No. 419352-10-9 Page 2 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
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
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 549,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
549,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
584,072 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 419352-10-9 Page 3 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge - Strategic Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
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
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 549,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
549,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
584,072 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 419352-10-9 Page 4 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
PL Capital, LLC
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
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
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 549,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
549,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
584,072 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 419352-10-9 Page 5 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
John W. Palmer
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
6,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 549,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 6,000 shares
10 Shared Dispositive Power
549,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
584,072 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 6 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Lashley
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
8,286 shares
Number of
Shares 8 Shared Voting Power
Beneficially 549,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 8,286 shares
10 Shared Dispositive Power
549,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
584,072 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 7 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Irving Smokler
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 95,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
95,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
584,072 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 8 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Beth Lashley
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 3,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
3,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
584,072 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 9 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Garrett Goodbody
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
17,786 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 17,786 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
584,072 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.5%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 10 of 26 Pages
This is Amendment No. 5 to a Schedule 13D filed jointly by Financial
Edge Fund, L.P., a Delaware limited partnership ("Financial Edge Fund"),
Financial Edge - Strategic Fund, L.P., a Delaware limited partnership
("Financial Edge Strategic"), PL Capital, LLC ("PL Capital"), Irving Smokler,
John W. Palmer, Richard J. Lashley, Beth Lashley and Garrett Goodbody on August
26, 1999 (as earlier amended, the "Original 13D"). All of the filers of this
Amendment are collectively the "Group."
This Schedule 13D relates to the common stock, $.01 par value ("Common
Stock"), of Haven Bancorp, Inc. (the "Issuer"). The address of the principal
executive offices of the Issuer is 615 Merrick Avenue, Westbury, New York 11590.
The joint filing agreement of the members of the Group is attached as Exhibit 1.
The following items in the Original 13D are amended to read in their entirety as
follows:
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Financial Edge Fund 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 Fund'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.
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 Mr. Lashley to acquire the
8,286 shares of Common Stock he holds in his name (including shares held in a
joint account with his wife, Beth Lashley, and those held in a custodian account
for Mr. Lashley's minor daughter) is $76,475. Such funds were provided from
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 Ms. Lashley to acquire the
3,000 shares of Common Stock she holds in her name is $37,900. Such funds were
provided from Ms. Lashley's IRA account held at Bear Stearns.
<PAGE>
CUSIP No. 419352-10-9 Page 11 of 26 Pages
The amount of funds expended to date by Mr. Goodbody to acquire the
17,786 shares he holds in his name is $208,400. Such funds were provided in part
from Mr. Goodbody's personal funds.
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.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by
Members of the Group is to profit from appreciation in the market price of the
Common Stock through the assertion of shareholder rights and influencing the
policies of the Issuer. Members of the Group have previously communicated to the
management and Board of Directors of the Issuer their concerns over the Issuer's
financial performance and prospects as a stand-alone entity in a competitive and
rapidly consolidating banking market. The Group has also encouraged the Issuer's
management and Board to take corrective action to maximize the value of the
Issuer's stock, including seeking the sale of the Issuer to a larger banking
organization.
In connection with those efforts, on several occasions Members of the
Group have requested to meet with the senior management and Board of Directors
of the Issuer. At the written invitation of the Issuer's Board (a copy of which
is attached as Exhibit 8), on September 28, 1999, Messrs. Lashley and Palmer met
at the Issuer's headquarters with Mr. Philip Messina, Chairman and Chief
Executive Officer, Mr. William Jennings, Executive Vice President, and Mr. Mark
Ricca, Senior Vice President and General Counsel of the Issuer. During that
meeting, Mr. Messina and the other representatives of the Issuer declined to
answer any questions or engage in any substantive discussion of the Group's
concerns or Haven's prospects. Despite this, Messrs. Lashley and Palmer
reiterated their concerns over the financial and operating performance of Haven
and its prospects as an independent entity. At that meeting Messrs. Lashley and
Palmer also stated that: (1) they believed the Issuer's Board should immediately
engage an investment banking firm and (2) the investment banking firm should be
given a mandate to seek the highest bid for the Issuer through an orderly sale
to a larger banking organization.
At the September 28th meeting, Mr. Lashley delivered to the Issuer a
written request for the Issuer's most recent shareholder list and other related
items, a copy of which is attached as Exhibit 9.
On September 7, 1999 Messrs. Lashley and Palmer sent a letter to the
Issuer's five outside Board Members, a copy of which is attached as Exhibit 10.
The letter noted that the Board of the Issuer was scheduled to vote, at its next
scheduled meeting at the end of
<PAGE>
CUSIP No. 419352-10-9 Page 12 of 26 Pages
September, on the extension of CEO Philip Messina's current employment agreement
from September 23, 2001, to September 23, 2002. The letter recommended that the
Board consider the financial and operating performance of Haven under Mr.
Messina's leadership as the basis for renewing or denying Mr. Messina's contract
extension. The letter also suggested that the Board engage outside industry
experts (e.g., an investment banking and appraisal firm) to assist the Board in
its review. The letter also stated that, in the opinion of Messrs. Lashley and
Palmer, if the Board did an objective review of the Issuer's performance under
Mr. Messina, it would not extend Mr. Messina's contract to September 23, 2002.
In response to the September 7th letter noted above, Messrs. Lashley
and Palmer received, via telefax on September 27, 1999, a letter dated September
22, 1999, signed by the Issuer's five outside Board Members, a copy of which is
attached as Exhibit 11. As of the date of this filing, the Members of the Group
have not been able to ascertain what actions the Issuer's Board took with
respect to the extension of Mr. Messina's contract or whether the Issuer has
engaged an investment banking firm or other experts.
On November 2, 1999, Messrs. Lashley and Palmer sent a letter to the
Issuer's five outside Board Members, a copy of which is attached as Exhibit 12.
The letter discussed the Issuer's recently released third quarter results and
the Group's disappointment with those results, as well as the Group's other
concerns and problems with the Issuer's performance.
On December 23, 1999, Messrs. Lashley and Palmer sent a letter to the
Issuer's Board of Directors, stating their opposition to the recently announced
expansion of the Issuer's Board by two directors. A copy of the letter is
attached as Exhibit 13.
In a letter dated January 19, 2000, Richard Lashley, in compliance
with the Issuer's By-Laws, submitted to the Issuer a notice of intent to
nominate Messrs. Lashley and Goodbody for election at the 2000 Annual Meeting of
Stockholders of the Issuer. A copy of that letter is attached as Exhibit 14.
On February 3, 2000, Messrs. Lashley, Palmer and Goodbody met with six
members of the Issuer's Board of Directors. At that meeting, William Jennings,
the Issuer's President and a member of the Issuer's Board of Directors,
described the Issuer's plans for 2000 and beyond. The plans focused on continued
growth of the supermarket banking franchise and recent additions to the ranks of
senior and middle management, with minimal emphasis on the traditional branch
franchise. The representatives of the Group reiterated their concerns over the
Issuer's past performance and their view that the Issuer's supermarket strategy
is flawed. They noted their belief that supermarket banking is not effective
without a large number of traditional branches (and name recognition) to support
the supermarket branches. The representatives of the Group also stated their
belief that the Issuer's $1.2 billion traditional branch deposit franchise is
the most valuable part of the Issuer's franchise, not the supermarket banking
franchise. In addition, they reiterated the Group's concerns over the Issuer's
excessive overhead expenses relative to its peer group and recommended that the
Issuer's Board of Directors seek the sale of the Issuer to a larger, more
efficient banking organization.
<PAGE>
CUSIP No. 419352-10-9 Page 13 of 26 Pages
By letter dated February 17, 2000, Mr. Lashley requested the Issuer's
most recent shareholder list and other related items, a copy of which is
attached as Exhibit 15.
On March 13, 2000, Financial Edge Fund, on behalf of the Group, filed
preliminary proxy materials with the Securities and Exchange Commission (the
"SEC"), in connection with an intended solicitation of proxies from the Issuer's
shareholders to elect Mr. Lashley and Mr. Goodbody to the Issuer's Board of
Directors at the 2000 Annual Meeting. On March 15, 2000, Financial Edge Fund
sent to the Issuer's shareholders and filed with the SEC a letter regarding the
election of Mr. Lashley and Mr. Goodbody. On March 30, 2000, Financial Edge Fund
filed a revised preliminary proxy with the SEC. Copies of each of these items
are available at the SEC's Internet site, www.sec.gov.
On April 7, 2000, the Issuer and the members of the Group entered into
an agreement (the "Standstill Agreement"), pursuant to which Mr. Lashley and Mr.
Goodbody were appointed to the Issuer's Board of Directors as well as to the
Issuer's Strategic Planning Committee formed for the purpose of working with
Lehman Brothers to assist the Issuer in evaluating strategic alternatives. Among
other things, the Group withdrew its proxy solicitation materials filed with the
SEC and agreed to support the Issuer's candidates for election as directors at
the 2000 Annual Meeting. A copy of that agreement is attached as Exhibit 16. On
April 10, 2000, the Issuer and the Group jointly issued a press release with
respect to the Standstill Agreement. Both the Issuer and Financial Edge Fund
separately filed that press release with the SEC as Rule 14a-12 soliciting
material; both filings are available at the SEC's Internet site, www.sec.gov.
Members of the Group may make further purchases of shares of Common
Stock. Members of the Group may dispose of any or all the shares of Common Stock
held by them, although they have no current intention to do so. Except as noted
in this Schedule 13D, no member of the Group has any plans or proposals, which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any
time and from time to time, review or reconsider their positions and formulate
plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
The percentages used in this Schedule 13D are calculated based upon
the number of outstanding shares of Common Stock, 9,026,661, reported as the
number of outstanding shares as of March 29, 1999 on the Issuer's Form 10-K
filed on March 30, 2000. All purchases and sales of Common Stock reported herein
were made in open market transactions on the Nasdaq National Market System.
(A) Financial Edge Fund
(a) Aggregate number of shares beneficially owned: 584,072
Percentage: 6.5%
<PAGE>
CUSIP No. 419352-10-9 Page 14 of 26 Pages
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 549,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 549,000
(c) The Fund has made the following purchases of Common Stock since the
Original 13D.
- ------------------------------------------------------------------------------
Date Number of Shares Price Per Share ($) Total Price ($)
- ------------------------------------------------------------------------------
2/29/00 3,800 $12.07 $45,866
- ------------------------------------------------------------------------------
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley
have the power to direct the affairs of Financial Edge Fund, including
the voting and disposition of shares of Common Stock held in the name
of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are
deemed to share voting and disposition power with Financial Edge Fund
with regard to those shares of Common Stock.
(B) Financial Edge Strategic
(a) Aggregate number of shares beneficially owned: 584,072
Percentage: 6.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 549,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 549,000
(c) Financial Edge Strategic has made no purchases of Common Stock since
the Original 13D.
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Strategic, Mr. Palmer and Mr.
Lashley have the power to direct the affairs of Financial Edge
Strategic, including the voting and disposition of shares of Common
Stock held in the name of Financial Edge Strategic. Therefore, Mr.
Palmer and Mr. Lashley are deemed to share voting and disposition
power with Financial Edge Strategic with regard to those shares of
Common Stock.
(C) PL Capital
(a) Aggregate number of shares beneficially owned: 584,072
Percentage: 6.5%
(b) 1. Sole power to vote or to direct vote: 0
<PAGE>
CUSIP No. 419352-10-9 Page 15 of 26 Pages
2. Shared power to vote or to direct vote: 549,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 549,000
(c) PL Capital has made no purchases of Common Stock since the Original
13D.
(d) Because they are the Managing Members of PL Capital, Mr. Palmer and
Mr. Lashley have the power to direct the affairs of PL Capital. PL
Capital is the general partner of Financial Edge Fund and Financial
Edge Strategic. Therefore, PL Capital may be deemed to share with Mr.
Palmer and Mr. Lashley voting and disposition power with regard to the
shares of Common Stock held by Financial Edge Fund and Financial Edge
Strategic.
(D) Mr. John Palmer
(a) Aggregate number of shares beneficially owned: 584,072
Percentage: 6.5%
(b) 1. Sole power to vote or to direct vote: 6,000
2. Shared power to vote or to direct vote: 549,000
3. Sole power to dispose or to direct the disposition: 6,000
4. Shared power to dispose or to direct disposition: 549,000
(c) Mr. Palmer has made no purchases or sales since the Original 13D.
(E) Mr. Richard Lashley
(a) Aggregate number of shares beneficially owned: 584,072
Percentage: 6.5%
(b) 1. Sole power to vote or to direct vote: 8,286
2. Shared power to vote or to direct vote: 549,000
3. Sole power to dispose or to direct the disposition: 8,286
4. Shared power to dispose or to direct disposition: 549,000
(c) On April 7, 2000, Mr. Lashley received 2,786 shares of restricted
Common Stock, the amount of shares awarded to each new director of the
Issuer.
(F) Dr. Irving Smokler
(a) Aggregate number of shares beneficially owned: 584,072
Percentage: 6.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 95,000
<PAGE>
CUSIP No. 419352-10-9 Page 16 of 26 Pages
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 95,000
(c) Dr. Smokler has made no purchases or sales since the Original 13D.
(d) Pursuant to an Operating Agreement dated April 29, 1999 between Dr.
Smokler and PL Capital, Dr. Smokler has made certain agreements
regarding Common Stock with PL Capital and its managing members, Mr.
Palmer and Mr. Lashley. Because of this arrangement, PL Capital and
its managing members are deemed to share voting and disposition power
with Dr. Smokler with regard to those shares of Common Stock.
(G) Ms. Beth Lashley
(a) Aggregate number of shares beneficially owned: 584,072
Percentage: 6.5%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 3,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 3,000
(c) Ms. Lashley has made no purchases or sales since the Original 13D.
(d) Ms. Lashley shares with Mr. Lashley the power to direct the
disposition of the shares of Common Stock beneficially owned by Ms.
Lashley, pursuant to a trading authorization granted by Ms. Lashley to
Mr. Lashley for her account with Bear Stearns, under that company's
usual terms and conditions.
(H) Mr. Garrett Goodbody
(a) Aggregate number of shares beneficially owned: 584,072
Percentage: 6.5%
(b) 1. Sole power to vote or to direct vote: 17,786
2. Shared power to vote or to direct vote: 0
3. Sole power to dispose or to direct the disposition: 17,786
4. Shared power to dispose or to direct disposition: 0
(c) Mr. Goodbody has made the following purchases of Common Stock since
the Original 13D.
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share ($) Total Price ($)
- --------------------------------------------------------------------------------
2/29/00 5,000 12.00 $60,000
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 419352-10-9 Page 17 of 26 Pages
In addition, on April 7, 2000 Mr. Goodbody received 2,786 shares of
restricted Common Stock, the amount of shares awarded to each new
director of the Issuer.
Item 7. Material to be Filed as Exhibits
No. Description
--- -----------
1 Joint Filing Agreement.*
2 Letter from Mr. Lashley to Issuer, dated June 16, 1999.*
3 Letter from Issuer to Mr. Lashley, dated June 28, 1999.*
4 Letter from Messrs. Lashley and Palmer to Issuer, dated July 28,
1999.*
5 Letter from Issuer to PL Capital, LLC, dated July 30, 1999.*
6 Letter from Messrs. Lashley and Palmer to Issuer, dated August 16,
1999.*
7 Letter from Messrs. Lashley and Palmer to Issuer, dated August 30,
1999.*
8 Letter from Issuer to Messrs. Lashley and Palmer, dated September 10,
1999.*
9 Letter from Mr. Lashley to Issuer, dated September 27, 1999.*
10 Letter from Messrs. Lashley and Palmer to Issuer, dated September 7,
1999.*
11 Letter from Issuer to Messrs. Lashley and Palmer, dated September 22,
1999.*
12 Letter from Messrs. Lashley and Palmer to the Issuer's outside
directors, dated November 2, 1999.*
13 Letter from Messrs. Lashley and Palmer to the Issuer's Board of
Directors, dated December 23, 1999.*
14 Letter from Richard Lashley to the Issuer, dated January 19, 2000.*
15 Letter from Richard Lashley to the Issuer, dated February 17, 2000.*
16 Agreement between the Issuer and the members of the Group, dated April
7, 2000.
_______________
*Filed as part of the Original 13D.
<PAGE>
CUSIP No. 419352-10-9 Page 18 of 26 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 11, 2000
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer By: /s/ Richard Lashley
John Palmer Richard Lashley
By: /s/ Irving Smokler By: /s/ Beth Lashley
Dr. Irving Smokler Beth Lashley
By: /s/ Garrett Goodbody
Garrett Goodbody
<PAGE>
CUSIP No. 419352-10-9 Page 19 of 26 Pages
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
CUSIP No. 419352-10-9 Page 20 of 26 Pages
EXHIBIT 16
AGREEMENT
---------
THIS AGREEMENT ("Agreement"), dated the 7th day of April, 2000, is made by
and between HAVEN BANCORP, INC., a Delaware corporation ("Haven"), and the PL
Capital Group, which consists of PL Capital, LLC, Financial Edge Fund, LP,
Financial Edge/Strategic Fund, LP, Dr. Irving Smokler, Richard Lashley
("Lashley"), Garrett Goodbody ("Goodbody"), John Palmer and Beth Lashley
(collectively, the "PL Capital Group" and, individually, a "PL Capital Group
Member").
RECITALS
WHEREAS, Haven and the PL Capital Group have agreed that it is in their
mutual interests to enter into this Agreement as hereinafter described.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein, and other good and
valuable consideration, the parties hereto mutually agree as follows:
1. Representations and Warranties of PL Capital Group and the PL Capital
Group Members. The PL Capital Group and the PL Capital Group Members hereby
represent and warrant to Haven as follows:
a. The PL Capital Group and the PL Capital Group Members have
beneficial ownership of the number of shares set forth for each in the most
recent preliminary proxy filing for the PL Capital Group and have full and
complete authority to enter into this Agreement and to bind the entire
number of shares of the capital stock of Haven in which they have, or have
a right to acquire a beneficial ownership interest, to the terms of this
Agreement and this Agreement constitutes a valid and binding agreement of
the PL Capital Group and each PL Capital Group Member.
b. There are no arrangements, agreements or understandings between the
PL Capital Group (or any PL Capital Group Member) and Haven other than as
set forth in this Agreement.
2. Representations and Warranties of Haven. Haven hereby represents and
warrants to the PL Capital Group and to each PL Capital Group Member, as
follows:
a. Haven has full power and authority to enter into and perform its
obligations under this Agreement, and the execution and delivery of this
Agreement by Haven has been duly authorized by the Board of Directors of
Haven and requires no other Board of Directors or stockholder action. This
Agreement constitutes a valid and binding
<PAGE>
CUSIP No. 419352-10-9 Page 21 of 26 Pages
obligation of Haven and the performance of its terms does not
constitute a violation of its certificate of incorporation or by-laws.
b. There are no arrangements, agreements or understandings between the
PL Capital Group (or any PL Capital Group Member) and Haven other than as
set forth in this Agreement.
3. Directorships and Committees. Each of Lashley and Goodbody shall be
appointed to the Board of Directors of Haven and the Board of Directors of CFS
Bank (the "Bank"). Goodbody shall be appointed to the Class of Directors that is
up for election in 2001, and Lashley shall be appointed to the Class of
Directors that is up for election in 2002. Not later than April 10, 2000, Haven
shall take all necessary action, including the amendment of the by-laws of Haven
by the Board of Directors, as may be required to permit such appointments.
a. For so long as Lashley and Goodbody are members of the Board of
Directors of Haven and the Bank, Lashley and Goodbody shall be appointed to
and be a member of the Special Committee of the Board of Directors of
Haven, currently consisting of Messrs. Michael A. McManus, Jr., Hanif Dahya
and Robert M. Sprotte, that is working with Lehman Brothers Inc. to explore
strategic alternatives for Haven.
b. For so long as Lashley and Goodbody are members of the Board of
Directors of Haven and the Bank, one of Lashley and Goodbody shall be
appointed to and be members of each of the following Committees of the
Board of Directors of Haven and of the Bank: Loan, Audit, Finance,
Compensation and Nomination.
c. Lashley and Goodbody shall be entitled to receive the compensation
and benefits generally available to directors of Haven and the Bank.
4. Directorships in 2001 and 2002. The Board of Directors of Haven shall
nominate and support Goodbody for election to the Board of Directors of Haven in
2001 and Lashley for election to the Board of Directors of Haven in 2002, unless
the PL Capital Group or any PL Capital Group Member shall have submitted a
nomination to Haven not supported by management for the 2001 or 2002 Annual
Meetings of Stockholders, respectively, or a shareholder proposal not supported
by management, or publicly supported a nomination or shareholder proposal for
such meetings not supported by management.
5. Voting at 2000 Annual Meeting of Stockholders. The PL Capital Group
shall vote all of the shares of Haven common stock beneficially owned by its
members for each of Haven's nominees for election and for the ratification of
the appointment of Haven=s independent auditors at the 2000 Annual Meeting of
Stockholders of Haven.
6. PL Capital Group Withdrawal of Proxy Materials. Promptly upon the
execution and delivery of this Agreement, the PL Capital Group shall take all
necessary action to withdraw its preliminary proxy materials that have been
filed with the Securities and Exchange Commission ("SEC") and all action
necessary to terminate its proxy solicitation in connection with Haven's 2000
Annual Meeting of Stockholders.
<PAGE>
CUSIP No. 419352-10-9 Page 22 of 26 Pages
7. Publicity. Promptly upon the execution and delivery of this Agreement,
each of the parties shall issue a joint press release disclosing the terms and
provisions of this Agreement and the support of PL Capital of Haven's nominees
at the 2000 Annual Meeting of Stockholders, which respective press release shall
be subject to the prior review and comment of the other party. During the term
of this Agreement, no party to this Agreement shall cause, discuss, cooperate or
otherwise aid in the preparation of any press release or other publicity
concerning any other party to this Agreement or its operations without prior
approval of such other party unless required by law, in which case notice of
such requirement shall be given to the other party.
8. Public Statements; Litigation. From and after the date hereof, through
and including the earlier of (a) the last date that the stockholders of Haven
will be entitled to submit nominations to the Board of Directors for the 2001
Annual Meeting of Stockholders or (b) the last date stockholders are entitled to
submit stockholder proposals at such meeting, no member of the PL Capital Group
shall, directly or indirectly:
a. make any statement, public or otherwise, in opposition to, or that
would reflect negatively against, Haven, the Bank, the Board of Directors
of Haven or the Bank, or any of the directors or officers of Haven or the
Bank;
b. directly or indirectly participate or act in concert with any
affiliate, group or other person to participate, by encouragement or
otherwise, in any litigation against or derivatively on behalf of Haven or
the Bank, or any of their respective officers or directors; or
c. provide, or act in concert with any person to provide, any funds,
services or facilities, to any person in support of any activity by such
person that would be a violation of their covenants under the provisions of
this Section 8 if undertaken by any of them.
9. Reimbursement of Expenses. Haven shall, upon submission by the PL
Capital Group of reasonable documentation, reimburse the PL Capital Group for
its costs and expenses incurred since July 1, 1999 in connection with its
proposals for the nomination of Lashley to the Haven Board, or otherwise, in
connection with the filing of its notice of nomination of Lashley and Goodbody,
the filing of its preliminary proxy materials with the SEC, and the filing and
distribution of its proxy material under Rule 14a-12 of the Securities Exchange
Act of 1934, as amended, which expenses shall not exceed $150,000.
10. Remedies. Haven and the PL Capital Group acknowledge and agree that a
breach or threatened breach by either party may give rise to irreparable injury
inadequately compensable in damages, and accordingly each party shall be
entitled to injunctive relief to prevent a breach of the provisions hereof and
to enforce specifically the terms and provisions hereof in any state or federal
court having jurisdiction, in addition to any other remedy to which such
aggrieved party may be entitled to at law or in equity. In the event either
party institutes any legal action to enforce such party's rights under, or
recover damages for breach of, this Agreement, the prevailing party or parties
in such action shall be entitled to recover from the other party or
<PAGE>
CUSIP No. 419352-10-9 Page 23 of 26 Pages
parties all costs and expenses, including but not limited to actual attorneys'
fees, court costs, witness fees, disbursements and any other expenses of
litigation or negotiation incurred by such prevailing party or parties. Each PL
Capital Group Member shall have the right of contribution from the other PL
Capital Group Members for any damages paid or expenses incurred (including
attorneys' fees) pursuant to this Section 10.
11. Term. This Agreement shall terminate if Haven shall cease to exist by
reason of merger, sale of assets, liquidation, exchange of shares, or otherwise,
or if both Lashley and Goodbody cease to be members of the Board of Directors of
Haven.
12. Notices. All notice requirements and other communications shall be
deemed given when delivered or on the third succeeding business day after being
mailed by registered or certified mail, return receipt requested, addressed to
the PL Capital Group and Haven below:
PL Capital Group: Mr. Richard Lashley, Principal
PL Capital, LLC
2015 Spring Road
Suite 290
Oak Brook, IL 60523
(630) 928-0231 (phone)
(630) 928-0232 (fax)
With a copy to: Phillip M. Goldberg
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Chicago, IL 60611
(312) 755-2549 (phone)
(312) 755-1925 (fax)
Haven Bancorp, Inc.: Philip S. Messina
Chairman of the Board and Chief Executive Officer
Haven Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
(516) 683-4100 (phone)
(516) 683-8385 (fax)
With a copy to: Omer S.J. Williams, Esq.
Thacher Proffitt & Wood
Two World Trade Center
New York, New York 10048
(212) 912-7432 (phone)
(212) 912-8371 (fax)
<PAGE>
CUSIP No. 419352-10-9 Page 24 of 26 Pages
13. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions of the parties in connection therewith not referred
to herein.
14. Counterparts; Facsimile. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, and
signature pages may be delivered by facsimile, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
15. Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
16. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to its principles of conflicts of laws.
17. Severability. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
18. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the successors and assigns, and
transferees by operation of law, of the parties.
19. Survival of Representations, Warranties and Agreements. All
representations, warranties, covenants and agreements made herein shall survive
the execution and delivery of this Agreement.
20. Amendments. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
21. Further Action. Each party agrees to execute any and all documents, and
to do and perform any and all acts and things necessary or proper to effectuate
or further evidence the terms and provisions of this Agreement.
<PAGE>
CUSIP No. 419352-10-9 Page 25 of 26 Pages
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written. HAVEN BANCORP, INC.,
By: /s/ Philip S. Messina
---------------------
Philip S. Messina
Chairman of the Board and Chief
Executive Officer
PL CAPITAL, LLC
By: /s/ Richard Lashley
-------------------
Richard Lashley
Principal
/s/ Dr. Irving Smokler
----------------------
Dr. Irving Smokler
/s/ Richard Lashley
-------------------
Richard Lashley
/s/ Garrett Goodbody
--------------------
Garrett Goodbody
/s/ John Palmer
---------------
John Palmer
/s/ Richard Lashley
-------------------
Beth Lashley
FINANCIAL EDGE FUND, L.P.
By: PL Capital, LLC
---------------------
General Partner
By: /s/ John Palmer /s/ Richard Lashley
--------------------- -------------------
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
<PAGE>
CUSIP No. 419352-10-9 Page 26 of 26 Pages
By: PL Capital, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
--------------------- -------------------
John Palmer Richard Lashley
Managing Member Managing Member
