SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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|_| Preliminary Proxy Statement
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|X| Soliciting Material Pursuant to Section 240.14a-12
HAVEN BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[HAVEN BANCORP LOGO]
PL CAPITAL GROUP
C/O PL CAPITAL, LLC
2015 SPRING ROAD
SUITE 290
OAK BROOK, IL 60523
FOR IMMEDIATE RELEASE: APRIL 10, 2000
CONTACT: For Haven Bancorp, Inc. - Catherine Califano, S.V.P./C.F.O.,
Haven Bancorp,
Tel. (516) 683-4483
Annette Esposito, F.V.P./Communications
Director,
Haven Bancorp,
Tel. (516) 683-4231
For PL Capital Group - Richard Lashley, Principal,
Tel. (973) 635-1177
John W. Palmer, Principal,
Tel. (630) 928-0231
HAVEN BANCORP AND PL CAPITAL GROUP RESOLVE THEIR DISPUTE
RICHARD LASHLEY AND GARRETT GOODBODY JOIN HAVEN'S BOARD OF DIRECTORS
Westbury, NY--Haven Bancorp, Inc. (Nasdaq: HAVN), the holding company
for CFS Bank, and PL Capital Group (PL Capital) today announced the resolution
of their dispute resulting in the appointment of Richard Lashley and Garrett
Goodbody to the Boards of Directors of Haven and the Bank, which expand to
include eleven members. PL Capital Group has withdrawn its proxy statement and
agreed to vote their shares in favor of the Company's nominees for election to
the Board of Directors at its Annual Stockholders' Meeting to be held May 17,
2000. Messrs. Lashley and Goodbody were appointed to the various committees of
Haven and the Bank, and both will serve on the existing Special Committee of the
Board of Directors formed to explore strategic alternatives for the Company. The
Company will reimburse the PL Capital Group for all costs and expenses incurred
in connection with the dispute. The announcement was made by Philip S. Messina,
Chairman and Chief Executive Officer of Haven Bancorp/CFS Bank.
"We are pleased that Messrs. Lashley and Goodbody have joined our Board
of Directors, as we feel they will add a great deal of value to our Company and
our shareholders," said Philip S. Messina, Chairman and Chief Executive Officer
of Haven Bancorp/CFS Bank. "Their knowledge of the financial services industry
adds another level of expertise to Haven Bancorp as we look forward to an
exciting future for CFS Bank, our shareholders, our customers, and our
employees," concluded Messina.
Messrs. Lashley and Goodbody expressed their pleasure in joining
Haven's Board and stated, "We are eager to work with the Haven Board of
Directors and its management to develop strategies that will increase
shareholder value".
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Richard Lashley is the co-founder and co-owner of PL Capital, an
investment management and advisory firm which has been in existence since 1995.
PL Capital is the general partner of the Financial Edge Fund, LP and the
Financial Edge/Strategic Fund, LP, which invests primarily in thrifts, banks and
other financial services companies. From 1984 to 1996, Lashley held various
positions with KPMG Peat Marwick, the nation's largest professional services
firm serving banks and thrifts. He has held several high-ranking positions with
KPMG including Director of Financial Services Corporate Finance Practice and
Assistant to the Director of National Banking and Finance Practice. He has
extensive experience working with the Office of Thrift Supervision, Office of
the Comptroller of the Currency, Securities and Exchange Commission, Financial
Accounting Standards Board and the American Institute of Certified Public
Accountants (AICPA). From 1992 through 1993, Lashley served as Assistant to the
Chairman of the AICPA Savings Institution Committee in Washington. In the past
seven years, Mr. Lashley has been a financial advisor in bank mergers with over
$1.0 billion of value.
Lashley holds a masters of business administration from Rutgers
University and is a certified public accountant.
Garrett Goodbody joins the Board of Directors with 29 years of global
financial experience. He is currently managing partner of the international
portfolio management and financial services firm of Goodbody Partners, LP. Since
1993, Mr. Goodbody has been an advisor in a series of critical international
consulting engagements for leading financial institutions. From 1991 to 1993,
Goodbody was president and CEO of New Milford Savings Bank. From 1985 to 1991,
he served in various positions with Marine Midland Bank where he was ultimately
Senior Executive Vice President for Corporate Lending. Previously, he served as
regional president for all community banking activities in the Hudson Valley.
Goodbody began his financial career in 1971 with Citibank, N.A., holding many
international positions.
Goodbody is a graduate of Yale College and Harvard Business School.
Headquartered in Westbury, New York, Haven Bancorp, Inc. is the holding
company for CFS Bank, a community-oriented institution offering deposit
products, residential and commercial real estate loans and a full range of
financial services including discount brokerage, mutual funds, annuities and
insurance products through eight full-service banking offices and 62 supermarket
branches located in New York City, Nassau, Suffolk, Rockland and Westchester
counties, New Jersey and Connecticut. Haven provides auto, homeowners and
business lines of insurance through its subsidiary, CFS Insurance Agency, Inc.
The Bank's deposits are insured by the FDIC.
STATEMENTS MADE HEREIN THAT ARE FORWARD-LOOKING IN NATURE WITHIN THE MEANING OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, ARE SUBJECT TO RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. SUCH RISKS
AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THOSE RELATED TO OVERALL
BUSINESS CONDITIONS, PARTICULARLY IN THE CONSUMER FINANCIAL SERVICES, MORTGAGE
AND INSURANCE MARKETS IN WHICH HAVEN OPERATES, FISCAL AND MONETARY POLICY,
COMPETITIVE PRODUCTS AND PRICING, CREDIT RISK MANAGEMENT, CHANGES IN REGULATIONS
AFFECTING FINANCIAL INSTITUTIONS AND OTHER RISKS AND UNCERTAINTIES DISCUSSED IN
HAVEN'S SEC FILINGS, INCLUDING ITS 1999 FORM 10-K. HAVEN DISCLAIMS ANY
OBLIGATION TO PUBLICLY ANNOUNCE FUTURE EVENTS OR DEVELOPMENTS, WHICH MAY AFFECT
THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.
