SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant X
-----
Filed by a Party other than the Registrant
-----
Check the appropriate box:
X
- ---- Preliminary Proxy Statement
- ---- 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 Section 240.14a-11(c) or
Section 240.14a-12
Haven Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(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.
615 Merrick Avenue
Westbury, New York 11590
516-683-4100
April 5, 2000
Dear Stockholder:
You are cordially invited to attend the annual meeting of
stockholders (the "Annual Meeting") of Haven Bancorp, Inc. (the
"Company"), the holding company for CFS Bank (the "Bank"), which
will be held on May 17, 2000, at [ ], at [
].
The attached notice of the Annual Meeting and proxy statement
describe the formal business to be transacted at the meeting.
Directors and officers of the Company, as well as a representative
of KPMG LLP, the Company's independent auditors, will be present at
the meeting to respond to any questions our stockholders may have.
At the Annual Meeting, you will be asked to vote for the election
of three directors, each for a three-year term, and the
ratification of the appointment of KPMG LLP as independent
auditors. For the reasons set forth in the accompanying proxy
statement, the Board of Directors of the Company (the "Board")
unanimously recommends a vote "FOR" each of the nominees named in
the proxy statement and "FOR" the ratification of the appointment
of KPMG LLP as our independent auditors.
Please sign and return the enclosed BLUE PROXY CARD promptly. Your
cooperation is appreciated since a majority of the Common Stock
must be represented, either in person or by proxy, to constitute a
quorum for the conduct of business. If you are a stockholder whose
shares are not registered in your own name, you will need
additional documentation from your recordholder to attend and to
vote personally at the Annual Meeting.
On behalf of the Board and all of the employees of the Company and
the Bank, we wish to thank you for your continued support.
Sincerely yours,
/s/ Philip S. Messina
Philip S. Messina
Chairman of the Board and Chief Executive Officer
<PAGE>
HAVEN BANCORP, INC.
615 Merrick Avenue
Westbury, New York 11590
516-683-4100
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 17, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Haven Bancorp, Inc. (the "Company") will be
held on May 17, 2000, at [ ] at [
].
The Annual Meeting is for the purpose of considering and voting
upon the following matters:
1. The election of three directors for terms of three years each or
until their successors are elected and qualified;
2. The ratification of the appointment of KPMG LLP as independent
auditors of the Company for the fiscal year ending December 31,
2000; and
3. Such other matters as may properly come before the Annual
Meeting or any adjournment or postponement thereof. The Company is
not aware of any such business.
If any other matters properly come before the Annual Meeting,
including, among other things, a motion to adjourn or postpone the
Annual Meeting to another time or place or both for the purpose of
soliciting additional proxies or otherwise, the named proxies will
vote on such matters in such manner as shall be determined by a
majority of the Board of Directors. The Board of Directors has
established March 29, 2000 as the record date for the determination
of stockholders entitled to notice of and to vote at the Annual
Meeting and at any adjournment or postponement thereof. Only
recordholders of the common stock of the Company as of the close of
business on that date will be entitled to vote at the Annual
Meeting or any adjournment or postponement thereof. A list of
stockholders entitled to vote at the Annual Meeting will be
available at the Corporate Headquarters of the Company located at
615 Merrick Avenue, Westbury, New York, for a period of ten days
prior to the Annual Meeting and will also be available for
inspection at the Annual Meeting.
By Order of the Board of Directors,
/s/ Mark A. Ricca
Mark A. Ricca, Esq.
Secretary
Westbury, New York
April 5, 2000
<PAGE>
HAVEN BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
General
This proxy statement is being furnished to stockholders of Haven
Bancorp, Inc. (the "Company") in connection with the solicitation
by the Board of Directors of the Company (the "Board of Directors")
of proxies to be used at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held on May 17, 2000, at [ ],
at [ ], and
at any adjournment or postponement thereof. The 1999 Annual Report
to Stockholders, including the consolidated financial statements
for the fiscal year ended December 31, 1999, accompanies this proxy
statement, which is first being mailed to recordholders on or about
April 5, 2000.
Regardless of the number of shares of common stock of the Company
("Common Stock") owned, it is important that recordholders of a
majority of the shares of Common Stock be represented by proxy or
be present in person at the Annual Meeting. Stockholders are
requested to vote by completing the enclosed BLUE PROXY CARD and
returning it signed and dated in the enclosed postage-paid
envelope. Stockholders are urged to indicate their vote in the
spaces provided on the proxy card. Proxies solicited by the Board
of Directors of the Company will be voted in accordance with the
directions given therein. Where no instructions are indicated,
signed proxies will be voted FOR the election of each of the
nominees for director named in this proxy statement and FOR the
ratification of the appointment of KPMG LLP as independent auditors
of the Company for the fiscal year ending December 31, 2000.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. If any other
matters properly come before the Annual Meeting, including, among
other things, a motion to adjourn or postpone the Annual Meeting to
another time or place or both for the purpose of soliciting
additional proxies or otherwise, the persons named in the
accompanying BLUE PROXY CARD will vote the shares represented by
all properly executed proxies on such matters in such manner as
shall be determined by a majority of the Board of Directors.
Record Date and Voting Securities
The securities which may be voted at the Annual Meeting consist of
shares of Common Stock of the Company, with each share entitling
its owner to one vote on all matters to be voted on at the Annual
Meeting except as described below. There is no cumulative voting
for the election of directors.
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The Board of Directors has fixed the close of business on March 29,
2000 as the record date (the "Record Date") for the determination
of stockholders of record entitled to notice of and to vote at the
Annual Meeting and any adjournment or postponement thereof. The
total number of shares of Common Stock outstanding on the Record
Date was [9,000,237] shares.
As provided in the Company's Certificate of Incorporation,
recordholders of Common Stock who beneficially own in excess of 10%
of the outstanding shares of Common Stock (the "Limit") are not
entitled to any vote with respect to the shares held in excess of
the Limit. A person or entity is deemed to beneficially own shares
owned by an affiliate of, as well as persons acting in concert
with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit,
including determining whether persons or entities are acting in
concert and (ii) to demand that any person who is reasonably
believed to beneficially own stock in excess of the Limit supply
information to the Company to enable the Board to implement and
apply the Limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to
vote at the meeting (after subtracting any shares in excess of the
Limit pursuant to the Company's Certificate of Incorporation) is
necessary to constitute a quorum at the Annual Meeting.
Abstentions are considered in determining the presence of a quorum.
If there are not sufficient votes for a quorum or to approve or
ratify any proposal at the time of the Annual Meeting, the Annual
Meeting may be adjourned or postponed to permit the further
solicitation of proxies.
Vote Required
As to the election of directors, the BLUE PROXY CARD being provided
by the Board of Directors enables a stockholder of record to vote
"FOR" the election of the nominees proposed by the Board, or to
"WITHHOLD AUTHORITY" to vote for one or more of the nominees being
proposed. Under Delaware law and the Company's Bylaws, directors
are elected by a plurality of votes cast, without regard to either
(i) broker non-votes or (ii) proxies as to which authority to vote
for one or more of the nominees being proposed is withheld.
As to the ratification of the appointment of KPMG LLP as
independent auditors of the Company, the white proxy card enables
a stockholder, by checking the appropriate box, to: (i) vote "FOR"
the item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from
voting on such item. Under the Company's Certificate of
Incorporation and Bylaws, unless otherwise required by law, the
ratification of the appointment of the independent auditors of the
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Company will require the affirmative vote of a majority of the
votes cast. Accordingly, shares as to which the "ABSTAIN" box has
been selected on the proxy card will be counted as votes cast and
will have the effect of a vote against such proposal. Shares
underlying broker non-votes will not be counted as votes cast and
will have no effect on the vote for such proposal.
Proxies solicited hereby will be tabulated by inspectors of
election designated by the Board of Directors, who will not be
employed by, or be a director of, the Company or any of its
affiliates.
Revocability of Proxies
A proxy may be revoked at any time prior to its exercise by filing
a written notice of revocation with the Secretary of the Company,
delivering to the Company a duly executed proxy bearing a later
date or attending the Annual Meeting and voting in person if a
written revocation is filed with the Secretary of the Annual
Meeting prior to the voting of such proxy. If you are a
stockholder whose shares are not registered in your own name you
may revoke your proxy by contacting your bank or broker for
instructions.
Solicitation of Proxies
The cost of solicitation of proxies in the form enclosed herewith
will be borne by the Company. In addition to the solicitation of
proxies by mail, Morrow & Co., Inc. ("Morrow"), a proxy
solicitation firm, will assist the Company in soliciting proxies
for the Annual Meeting and provide consulting and related services
in connection therewith. Morrow will be paid a fee of $75,000,
plus out-of-pocket expenses. It is expected that Morrow will
utilize up to approximately 30 persons in its solicitation efforts.
Proxies may also be solicited personally or by telephone or
telegraph by directors, officers and regular employees of the
Company and its wholly owned subsidiary, CFS Bank (the "Bank"),
without additional compensation. The Company will also request
persons, firms and corporations holding shares in their names, or
in the name of their nominees, which are beneficially owned by
others, to send proxy material to, and obtain proxies from, such
beneficial owners and will reimburse such holders for their
reasonable expenses in doing so.
Although no precise estimate can be made at this time, as a result
of a possible election contest (See "Proposal 1. Election of
Directors"), the Company anticipates that the aggregate amount to
be spent by the Company in connection with the solicitation of
proxies for the Annual Meeting will be approximately $200,000, of
which approximately $35,000 has been incurred to date. This amount
includes legal fees, printing costs and the fees payable to Morrow,
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but excludes (1) the salaries and fees of officers, directors and
employees of the Company and (2) the normal expense of an
uncontested election. The aggregate amount to be spent will vary
depending on, among other things, any developments that may occur.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as to those
persons or groups believed by management to be beneficial owners of
more than 5% of the Company's outstanding shares of Common Stock as
of March 15, 2000 based upon certain reports regarding such
ownership filed with the Company and with the Securities and
Exchange Commission (the "SEC"), in accordance with Sections 13(d)
or 13(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") by such persons or groups. Other than those listed
below, the Company is not aware of any person or group that owns
more than 5% of the Company's Common Stock as of March 15, 2000.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of
Title of Class Of Beneficial Owner Beneficial Ownership Class (1)
<S> <C> <C> <C>
Common Stock Columbia Federal Savings 631,925(2) ____%
Bank Employee Stock Ownership
Plan and Trust (the "ESOP")
615 Merrick Avenue
Westbury, NY 11590
Common Stock DePrince, Race & Zollo, Inc. 837,450(3) ____%
201 S. Orange Avenue, Suite 850
Orlando, FL 32801
Common Stock David L. Babson and Company 800,400(4) ____%
Incorporated
One Memorial Drive
Cambridge, MA 02142
Common Stock Dimensional Fund Advisors Inc. 541,900(5) ____%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Common Stock PL Capital Group (6) 569,700(6) ____%
c/o Richard J. Lashley
323 Main Street
Chatham, New Jersey 07928
</TABLE>
____________________
(1) As of March 15, 2000 there were [9,000,237] shares of Common
Stock outstanding.
(2) The ESOP, in connection with the conversion of CFS Bank from
mutual to stock form (the "Conversion"), acquired shares of Common
Stock. A Committee of the Board of Directors has been appointed to
administer the ESOP (the "ESOP Committee"). The Chase Manhattan
Bank serves as the corporate trustee for the ESOP (the "ESOP
Trustee"). The ESOP Committee may instruct the ESOP Trustee
regarding the investment of funds contributed to the ESOP. The
ESOP Trustee must vote all allocated shares held in the ESOP in
accordance with the instructions of the participating employees.
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<PAGE>
Based on information in a Schedule 13G dated February 14, 2000, the
ESOP Trust is the beneficial owner of 631,925 shares of Common
Stock, of which 387,560 shares have been allocated to participating
employees and the balance, 244,365 shares, remain unallocated.
Under the ESOP, unallocated shares held in the suspense account
will be voted by the ESOP Trustee in a manner calculated to most
accurately reflect the instructions received from participants
regarding the allocated shares of Common Stock so long as such vote
is in accordance with the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
(3) Based on information in a Schedule 13G, dated February 10,
2000, DePrince, Race & Zollo, Inc., an investment advisor
registered under Section 203 of the Investment Advisors Act of
1940, is deemed to be the beneficial owner of these shares of
Common Stock.
(4) Based on information in a Schedule 13G, dated January 27, 2000,
David L. Babson and Company Incorporated, an investment advisor
registered under Section 203 of the Investment Advisors Act of
1940, is deemed to be the beneficial owner of these shares of
Common Stock.
(5) Based on information in a Schedule 13G, dated February 3, 2000,
Dimensional Fund Advisors Inc., an investment advisor registered
under Section 203 of the Investment Advisors Act of 1940, is deemed
to be the beneficial owner of these shares of Common Stock.
(6) The PL Capital Group consists of PL Capital, LLC, Financial
Edge Fund, L.P., Financial Edge ! Strategic Fund, L.P., Dr. Irving
Smokler, John W. Palmer, Richard J. Lashley, Garrett Goodbody and
Beth Lashley. Based on information contained in Amendment No. 4 to
Schedule 13D, dated February 23, 2000, the above persons
beneficially own in the aggregate 569,700 shares of Common Stock.
The beneficial ownership of each of the above persons was reported
as follows: Financial Edge Fund, L.P., Financial Edge ! Strategic
Fund, L.P. and PL Capital, LLC claim shared voting and investment
power over 545,200 shares; John W. Palmer claims shared voting and
investment power over 545,200 shares and sole voting and investment
power over 6,000 shares; Richard J. Lashley claims shared voting
and investment power over 545,200 shares and sole voting and
investment power over 5,500 shares; Dr. Irving Smokler claims
shared voting and investment power over 95,000 shares; Garrett
Goodbody claims sole voting and investment power over 10,000
shares; and Beth Lashley claims shared voting and investment power
over 3,000 shares.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1.
ELECTION OF DIRECTORS
The number of directors of the Company is currently set at nine (9)
as designated by the Board of Directors pursuant to the Company's
Bylaws. Each of the nine members of the Board of Directors of the
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Company also currently serves as a director of the Bank. Directors
are elected for staggered terms of three years each, with a term of
office of one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
For the majority of 1999, the Board of Directors consisted of seven
members. In December 1999, the Board was increased by two members,
and Messrs. McManus and Dahya were appointed to fill the vacancies.
Mr. McManus was appointed to the class of Directors whose term
expires in 2000, and Mr. Dahya was appointed to the class of
Directors whose term expires in 2002.
The three nominees proposed for election at the Annual Meeting are
Messrs. Messina and McManus and Msgr. Hartman. All nominees named
are currently directors of the Company and the Bank. No person
being nominated as a director is being proposed for election
pursuant to any agreement or understanding between that person and
the Company.
In the event that any such nominee is unable to serve or declines
to serve for any reason, it is intended that proxies will be voted
for the election of the balance of those nominees named and for
such other persons as may be designated by the present Board of
Directors. The Board of Directors has no reason to believe that any
of the persons named will be unable or unwilling to serve. Unless
authority to vote for the directors is withheld, it is intended
that the shares represented by the enclosed BLUE PROXY CARD, if
executed and returned, will be voted FOR the election of all
nominees proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY STATEMENT.
Richard Lashley has notified the Company of his intent to nominate
himself and Garrett Goodbody to stand for election to the Board of
Directors at the Annual Meeting and preliminary proxy materials
have been filed by Financial Edge Fund, L.P., a member of the PL
Capital Group, in connection with Mr. Lashley's nominations. In
the event Mr. Lashley solicits proxies in opposition to the
recommendations of your Board of Directors, we will provide you
with additional information. YOUR BOARD OF DIRECTORS URGES YOU TO
RETURN ONLY MANAGEMENT'S BLUE PROXY CARD, WHICH IS ENCLOSED, AND TO
VOTE "FOR" THE ELECTION OF EACH OF THE BOARD'S NOMINEES.
Information with Respect to the Nominees, Continuing Directors and
Certain Executive Officers
The following table sets forth, as of the Record Date, the names of
the nominees, continuing directors and the three (3) executive
officers (the "Executive Officers") who are not directors, as well
as their ages; a brief description of their recent business
experience, including present occupations and employment; certain
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<PAGE>
directorships held by each; the year in which each first became a
director or officer of the Company and/or the Bank and the year in
which their term (or in the case of nominees, their proposed term)
as director of the Company expires. This table also sets forth the
amount of Common Stock and the percent thereof beneficially owned
by each nominee, continuing director and Executive Officer and all
directors and Executive Officers as a group as of the Record Date.
<TABLE>
<CAPTION>
Shares of Ownership
Name and Principal Expiration Common Stock as Percent
Occupation at Present Director of Term as Beneficially of
and for Past Five Years Age Since(1) Director Owned(2) Class(3)
- ----------------------- --- -------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Nominees
Philip S. Messina
Chairman of the Board and Chief 56 1986 2003 319,516(8)(9)(10) ____%
Executive Officer of the Company
and the Bank; Chairman of the
Boards of CFSB Funding Corp.,
Columbia Resources Corp., CFS
Investments, Inc. and Columbia
Preferred Capital Corp., all
subsidiaries of the Bank; Chairman
of the Board of CFS Insurance Agency,
Inc. and CFS Financial Institute, Inc.,
both subsidiaries of the Company
Msgr. Thomas J. Hartman 53 1997 2003 26,484(6)(7) *
President and Chief Executive Officer of
Radio and Television for the Diocese of
Rockville Centre for Telicare Television
Studios, a cable television station
Michael A. McManus, Jr. 56 1999 2003 11,906(6)(7) *
President and Chief Executive Officer
of Misonix, Inc., a producer and seller
of ultrasonic medical devices and
pollution control products; former
President and Chief Executive Officer
of New York Bancorp, Inc., a thrift
holding company, and its subsidiary
thrift, Home Federal Savings Bank;
formerly President and Chief Executive
Officer of Jamcor Pharmaceuticals, Vice
President of Pfizer, Inc. and Executive
Vice President of McAndrews & Forbes,
Inc. and Pantry Pride; served as Assistant
to the President of the United States
from 1982 to 1985, serving as a member of
all senior policy and planning groups
during the Reagan Administration; Director
of the United States Olympic Committee,
Misonix, Inc., Novavax, Inc., National
Wireless Corp. and Document Imaging
Systems, Inc.
Continuing Directors
Robert M. Sprotte 62 1974 2001 101,572(6)(7)(9) ____%
President of Schmelz Bros., Inc., a
plumbing contractor; President of RDR
Realty Corp., a real estate holding
company; President of Three Rams Realty
Michael J. Fitzpatrick 60 1988 2001 73,572(6)(7) *
CPA, Retired, former Vice President-
National Thrift Director at E.F. Hutton &
Company, Inc.; Director of Legal Aid
Society of Suffolk County
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William J. Jennings II(4) 54 1996 2001 85,712(7)(8)(11) *
President and Chief Operating Officer
of the Company and the Bank; President
of CFS Financial Institute, Inc., a
subsidiary of the Company; former
Managing Director ! Chief of Staff to
Chairman of Salomon Smith Barney, Inc.;
Director of CFS Financial Institute, Inc.
George S. Worgul(5) 72 1983 2002 229,297(6)(7)(8) ____%
Former Chairman of the Board of the (9)
Company and the Bank
Michael J. Levine 55 1996 2002 45,402(6)(7)(9) *
President of Norse Realty Group, Inc.
and Affiliates, a real estate owner and
developer; Partner in Levine and
Schmutter Certified Public Accountants
Hanif Dahya 44 1999 2002 5,406(6)(7)(9) *
President and Chief Executive Officer of
Farah Ashley Capital, an investment firm;
former principal of Sandler O'Neil and
Partners, a financial services firm;
formerly served as a manager of mortgage-
backed securities for Union Bank of
Switzerland and the head of mortgage
finance at LF Rothschild and Company;
Director of CFS Investments New Jersey,
Inc., a subsidiary of the Bank
Shares of Ownership
Name and Principal Expiration Common Stock as Percent
Occupation at Present Officer of Term as Beneficially of
and for Past Five Years Age Since(1) Officer Owned(2) Class(3)
- ----------------------- --- -------- ---------- ------------ ----------
Executive Officers Who Are Not Directors
Thomas J. Seery 55 1976 (12) 104,639(8)(9)(10) *
Executive Vice President-Operations
of the Company and Bank; Director and
Chief Executive Officer of CFS Investments,
Inc., Director of CFS Insurance Agency,
Inc., Director and Vice President of CFS
Financial Institute, Inc.
Catherine Califano 41 1993 (12) 89,754(8)(9) *
Senior Vice President-Chief Financial
Officer of the Company and the Bank;
Director and Vice President of Columbia
Resources Corp.; Director of CFS
Investments, Inc.; Director and Vice
President of CFSB Funding, Corp.;
Administrative Trustee of Haven Capital
Trust I and Haven Capital Trust II;
Director and Vice President of Columbia
Preferred Capital Corporation; Director
and Treasurer of CFS Insurance Agency,
Inc., Chief Financial Officer of CFS
Financial Institute, Inc.
Mark A. Ricca 42 1998 (12) 40,264(8)(9)(10) *
Senior Vice President-Residential and (11)
Consumer Lending and Secretary of the
Company and the Bank; President and
Director of CFSB Funding Corp.; Director
and Secretary of Columbia Resources, Corp.;
Administrative Trustee of Haven Capital
Trust I and Haven Capital Trust II;
President of Columbia Preferred Capital
Corporation; Director and Secretary of
CFS Investments, Inc.; Director of CFS
Insurance Agency, Inc., Director and
Secretary of CFS Financial Institute, Inc.
All Directors and Executive Officers of
the Company as a group (12 persons) -- -- -- _______(7)(8)(9) ____%
</TABLE>
*Does not exceed 1.0% of the Company's voting securities. 8
<PAGE>
(1) Includes years of service as director of the Bank, prior to the
organization of the Company on September 23, 1993.
(2) Each person or relative of such person whose shares are
included herein, exercises sole or shared voting or dispositive
power as to the shares reported.
(3) Percentages with respect to each person or group have been
calculated on the basis of [9,000,237] shares of Common Stock
outstanding as of the Record Date, plus, in the case of each
individual, the number of shares issuable upon exercise of options
that are exercisable by the individual within 60 days of the Record
Date.
(4) Mr. Jennings' wife is the first cousin of Mr. Messina.
(5) Mr. Worgul retired as Chairman of the Board of the Company and
the Bank on April 22, 1998.
(6) Includes 2,906 shares of restricted stock awarded to each of
Messrs. McManus and Dahya under the Haven Bancorp, Inc. 1996 Stock
Incentive Plan ("1996 Stock Incentive Plan"), as to which each
individual has sole voting power but no investment power. Also
includes 406 shares of restricted stock awarded to each of Messrs.
Fitzpatrick, Sprotte, Worgul and Levine, and Msgr. Hartman under
the 1996 Stock Incentive Plan, as to which each individual has sole
voting power but no investment power.
(7) Includes 37,194 shares subject to options granted to each of
Messrs. Sprotte and Fitzpatrick and 18,602 shares subject to
options granted to each of Messrs. Levine and Jennings under the
Haven Bancorp, Inc. 1993 Stock Option Plan for Outside Directors
("Directors' Stock Option Plan") which are currently exercisable.
Also includes 12,000 shares subject to options granted to each of
Messrs. Worgul, Sprotte and Fitzpatrick, 8,000 shares subject to
options granted to Messrs. Jennings and Levine, and 20,000 shares
subject to options granted to Msgr. Hartman pursuant to the 1996
Stock Incentive Plan, all of which are currently exercisable. Does
not include 1,667 shares subject to options granted to each of
Messrs. McManus and Dahya under the 1996 Stock Incentive Plan,
which are not currently exercisable and will not be exercisable
within 60 days of the Record Date.
(8) Includes 198,374, 153,534, 61,266 and 49,192 shares subject to
options granted to Messrs. Worgul, Messina and Seery and to Ms.
Califano, respectively, pursuant to the Haven Bancorp, Inc. 1993
Incentive Stock Option Plan ("1993 Incentive Option Plan"), all of
which are currently exercisable. Includes 65,333, 16,666, 23,500,
32,000 and 23,000 shares subject to options granted to Messrs.
Messina, Jennings, Seery and Ricca and to Ms. Califano,
respectively, pursuant to the 1996 Stock Incentive Plan, all of
which are currently exercisable. Does not include 16,667, 33,334,
5,000, 19,000 and 4,000 options granted to Messrs. Messina,
Jennings, Seery and Ricca and Ms. Califano, respectively, under the
1996 Stock Incentive Plan which are not currently exercisable and
will not be exercisable within 60 days of the Record Date.
(9) The figures shown include shares held in trust pursuant to the
ESOP that were owned as of December 31, 1999 to individual accounts
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<PAGE>
as follows: Mr. Messina, 10,919 shares; Mr. Seery, 8,792 shares;
Mr. Ricca, 495 shares and Ms. Califano, 7,878 shares. Such persons
have sole voting power but no investment power, except in limited
circumstances, as to such shares. The figures shown do not include
244,365 shares held in trust pursuant to the ESOP that have not
been allocated to any individual's account and as to which the
members of the Company's ESOP Committee (consisting of Messrs.
Sprotte, Levine, Worgul and Dahya) may be deemed to share
investment power and as to which the named executive officers may
be deemed to share voting power, thereby causing each such member
or executive officer to be deemed a beneficial owner of such
shares. Each of the members of the ESOP Committee and the
executive officers disclaims beneficial ownership of such shares.
(10) The figures shown include shares held in the Employer Stock
Fund of the Bank's Employee 401(k) Thrift Incentive Savings Plan
("Employee Thrift Savings Plan") at December 31, 1999 as to which
each person identified has shared voting and investment power as
follows: Mr. Messina, 29,848 shares; Mr. Seery, 7,445 shares; and
Mr. Ricca, 1,269 shares.
(11) Includes 2,333 shares of restricted stock awarded to Mr. Ricca
and 10,000 shares of restricted stock awarded to Mr. Jennings under
the 1996 Stock Incentive Plan, as to which each individual has sole
voting power but no investment power.
(12) Officers serve until their successors have been duly
appointed.
Meetings of the Board and Committees of the Board
The Board of Directors conducts its business through meetings of
the Board and through activities of its committees. The Board of
Directors meets monthly and may have additional meetings as needed.
During fiscal 1999, the Board of Directors of the Company held
twelve regular board meetings and three special meetings. All of
the directors of the Company attended at least 75% in the aggregate
of the total number of the Company's board meetings held and
committee meetings on which such director served during fiscal
1999, except for Messrs. McManus and Dahya who were appointed to
the Board of Directors in December 1999.
The Board of Directors of the Company maintains committees, the
nature and composition of which are described below:
The Audit Committee of the Company and the Bank for fiscal 1999
consisted of Messrs. Fitzpatrick (Chairman), Levine and Sprotte and
Msgr. Hartman. This Committee met five times in fiscal 1999. The
Audit Committee selects an independent audit firm to be appointed
by the Board of Directors and then submitted for stockholder
ratification at the Company's Annual Meeting, approves internal
audit schedules and reviews internal audit reports.
The Company's Nominating Committee for the 2000 Annual Meeting
10
<PAGE>
consists of Messrs. Sprotte (Chairman), Dahya, Fitzpatrick,
Jennings and Levine. The Committee considers and recommends the
nominees for directors to stand for election at the Company's
Annual Meeting. The Company's Certificate of Incorporation and
Bylaws also provide for stockholder nominations of directors. These
provisions require such nominations to be made pursuant to timely
notice in writing to the Secretary of the Company. The
stockholder's notice of nomination must contain all information
relating to the nominee which is required to be disclosed by the
Company's Bylaws and by the Exchange Act. The Nominating Committee
met once in preparation for the 2000 Annual Meeting.
The Compensation Committee for the Company and Bank consists of
Messrs. Sprotte (Chairman), Dahya, Levine and Worgul who will be
responsible for the 2000 Compensation Committee Report on Executive
Compensation. The Compensation Committee is responsible for
determining executive compensation. In 1999, the Compensation
Committee consisted of Messrs. Sprotte (Chairman), Levine and
Worgul. The Compensation Committee met twice in 1999.
Directors' Compensation
Directors' Fees. In 1999, directors who were not employees of the
Company or the Bank received a retainer of $18,000 a year, one
third of which was paid in the form of restricted stock granted
pursuant to the 1996 Stock Incentive Plan. The directors who were
not employees of the Company or the Bank also received a fee of
$1,000 for each Board meeting attended. One third of these fees
were paid by the Company. Committee members who were not employees
of the Company or the Bank received a fee of $1,500 for each
regular and special meeting attended. The Chairman of each
Committee received an additional retainer of $1,500 per year.
Directors are also eligible for coverage under the Company's health
and dental insurance plans in the same manner as employees.
Directors' Stock Option Plan. Under the Directors' Stock Option
Plan, each outside director who was not an officer of the Company
or the Bank at the time of the Bank's Conversion was granted
options to purchase 37,194 shares of Common Stock at an exercise
price of $5.00 per share on the date of grant, September 23, 1993.
All stock and option grants have been adjusted, where appropriate,
to reflect the two-for-one stock split distributed on November 28,
1997 to holders of record as of October 31, 1997. To the extent
options for shares are available for grant under the Directors'
Stock Option Plan, each subsequently appointed or elected outside
director will be granted options as of the date on which such
director is qualified and first begins to serve as an outside
director. Pursuant to the Directors' Stock Option Plan, effective
October 24, 1996, Messrs. Levine and Jennings were each granted
options to purchase 18,602 shares of common stock at an exercise
price of $13.41 per share, the fair market value on the date of
11
<PAGE>
grant. Generally, all options granted under the Directors' Stock
Option Plan become exercisable one year after the date of grant and
expire ten (10) years after the date of grant. Upon death,
disability or retirement of the participant or upon a change in
control of the Company or the Bank, all options previously granted
would automatically become exercisable.
Haven Bancorp, Inc. 1996 Stock Incentive Plan. The Company's
stockholders approved the 1996 Stock Incentive Plan at the Annual
Meeting held April 24, 1996. On such date, each eligible outside
director was granted a non-qualified stock option to purchase
12,000 shares of Common Stock at an exercise price of $12.14 per
share. To the extent options for shares are available for grant
under the 1996 Stock Incentive Plan, each subsequently appointed or
<PAGE>
elected outside director will be granted options as of the date on
which such outside director is qualified and first begins to serve
as an outside director. Effective October 24, 1996, Messrs. Levine
and Jennings were each granted non-qualified stock options to
purchase 8,000 shares of Common Stock at an exercise price of
$13.41 per share, the fair market value on the date of grant.
Effective March 25, 1997, Msgr. Hartman was granted non-qualified
stock options to purchase 20,000 shares of Common Stock at an
exercise price of $17.28, the fair market value on the date of
grant. Effective January 3, 2000, Messrs. McManus and Dahya were
each granted options to purchase 1,667 shares of common stock at
the exercise price of $14.78 per share, the fair market value on
the date of grant. All options granted under the 1996 Stock
Incentive Plan are exercisable in three equal installments
beginning one year after the date of grant and expire ten (10)
years after the date of grant. Upon death, disability or
retirement of the participant or upon a change in control of the
Company or the Bank, all options previously granted would
automatically become exercisable.
Pursuant to the 1996 Stock Incentive Plan, effective as of April
24, 1996 (the "Effective Date") and as of the first business day of
each of the first four calendar years beginning after the Effective
Date ("Grant Date"), each eligible outside director will be granted
a number of shares of restricted stock in lieu of receiving one-
third of the annual retainer that would otherwise be paid in cash
to such eligible outside director for the calendar year in which
the Grant Date occurs. The number of shares of restricted stock to
be granted to an eligible outside director on each Grant Date shall
be equal to the dollar value of one-third of the eligible outside
director's annual retainer for the calendar year in which the Grant
Date occurs, divided by the fair market value of a share on the
effective date of the grant, disregarding any fractional shares
resulting from such calculation. Effective January 1, 1996, each
eligible outside director was granted 494 shares in lieu of cash.
Messrs. Levine and Jennings were subsequently granted 116 shares on
12
<PAGE>
October 24, 1996. Effective January 1, 1997, each eligible outside
director was granted 420 shares, in lieu of cash, representing one-
third of such director's annual retainer for 1997. Msgr. Hartman,
after his election to the Board of Directors, was granted 288
shares in lieu of cash equal to one-third of his portion of the
annual retainer for 1997 pro rated for his commencement of service
on March 25, 1997. Effective January 1, 1998, January 1, 1999 and
January 1, 2000 each eligible outside director was granted 263, 395
and 406 shares, respectively, in lieu of cash, representing one-
third of such director's annual retainer for that year. In
addition, on January 3, 2000 each of Messrs. McManus and Dahya were
granted 2,500 shares of restricted stock to vest in three equal
installments beginning one year after the date of grant.
Directors' Recognition and Retention Plan. Under the Amended and
Restated Columbia Federal Savings Bank Recognition and Retention
Plan for Outside Directors (the "DRP"), each of the six outside
directors serving at the time of the Conversion received awards of
12,398 shares. On October 24, 1996, Messrs. Levine and Jennings
were each awarded 6,200 shares. On March 25, 1997, Msgr. Hartman
was awarded 4,132 shares. Awards to directors vest in three equal
annual installments commencing on the first anniversary of the
effective date of the award. Awards will be 100% vested upon
termination of employment or service as a director due to death,
disability or retirement of the director or following a change in
the control of the Bank or the Company. In the event that before
reaching normal retirement, a director terminates service with the
Bank or the Company, for any reason other than death or disability,
such director will forfeit the director's non-vested awards. When
shares become vested and are actually distributed in accordance
with the DRP, the recipients will also receive amounts equal to any
accrued dividends paid with respect to the shares. Prior to
vesting, recipients of awards may direct the voting of the shares
allocated to them. Shares not subject to an award will be voted by
the trustees of the DRP in proportion to the directions provided
with respect to shares subject to an award.
Consultation and Retirement Plan for Non-Employee Directors. Under
the Company's Consultation and Retirement Plan for Non-Employee
Directors (the "Directors' Retirement Plan"), a director who is not
an employee or officer of the Company may be eligible to
participate in the Directors' Retirement Plan. Any participant who
has served as a director for at least 60 months, has attained age
55 and, after retirement, executes a consulting agreement pursuant
to which the participant agrees to provide continuing service to
the Bank and Company, will be eligible to receive monthly
retirement benefit payments and continued health benefits under the
Directors' Retirement Plan. The annual retirement benefit paid to
a participant will be an amount equal to two-thirds of the sum,
measured as of the date of retirement, of (i) the amount of
retainer fees paid to directors including committee chairmanship
13
<PAGE>
retainer fees for committees as to which the participant was
chairperson, (ii) the aggregate of the annual Board of Directors
committee fees paid to the director based on the number of meetings
held by the committees on which the participant served during the
calendar year preceding the participant's retirement and (iii) the
aggregate of the twelve regular meeting fees of the Board of
Directors. If a director terminates or is terminated within one
year of a Change in Control, as defined in the Directors'
Retirement Plan, he shall be deemed to have thirty-six (36)
additional months of service and three (3) additional years of age
for purposes of determining his eligibility to receive retirement
benefits under the Directors' Retirement Plan. If there is a
Change in Control, an eligible director may elect to receive his
retirement benefit payment in one lump sum.
Executive Compensation
The report of the Compensation Committee and the stock performance
graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended (the
"Securities Act") or the Exchange Act, except to the extent that
the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
Compensation Committee Report on Executive Compensation. Under
rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and
benefits provided to the Company's Chief Executive Officer and
other executive officers of the Company. The disclosure
requirements for the chief executive officer and such other
executive officers include the use of tables and a report
explaining the rationale and considerations that led to fundamental
compensation decisions affecting those individuals. In fulfillment
of this requirement, the joint Compensation Committee of the
Company and Bank (the "Compensation Committee"), at the direction
of the Board of Directors, has prepared the following report for
inclusion in the proxy statement. The members of the 1999
Compensation Committee were Messrs. Sprotte (Chairman), Levine and
Worgul. The Compensation Committee met twice during fiscal year
1999.
The Compensation Committee is responsible for establishing the
compensation levels and benefits of executive officers of the Bank
and the Company. The Compensation Committee establishes
compensation on a calendar year basis and was responsible for
compensation decisions in 1999.
Compensation of the Chief Executive Officer and Other Executive
Officers. The compensation of the Chief Executive Officer and
other executive officers consists of base salary, bonus, stock
14
<PAGE>
options, restricted stock awards, pension and fringe benefits. Base
salary levels are generally within a range consistent and
competitive with that of other institutions that are similar to the
Bank in asset size, function and geographical markets. The
institutions used to compare salaries are not necessarily the same
as those which make up the peer group used in the stock performance
graph. At a meeting held in February 1999, the Compensation
Committee recommended, and the Board of Directors approved, that
salaries of the Chief Executive Officer and other executive
officers be maintained at 1998 levels. This decision was based on
a comparison of compensation levels and financial performance of
the Company to the custom peer group as set forth in the SNL
Executive Compensation Review For Thrift Institutions 1999 (the
"SNL Compensation Review").
The Compensation Committee may authorize the payment of incentive
awards to the Chief Executive Officer and other executive officers
consisting of bonus, stock options and/or stock awards. Stock
options and stock awards made under the compensation plans
maintained by the Company serve as a long-term incentive by linking
executive compensation with the interests of the Company's
stockholders. Stock-based compensation is designed to retain
employees and build loyalty while promoting stockholder value. In
determining the payment and amount of incentive awards, the
Compensation Committee reviews key financial ratios of the Company
and pre-defined levels of achievement. The Compensation Committee
may also, at its discretion, utilize additional relevant
performance information. At its meeting in February 1999,
recognizing the contribution of the Chief Executive Officer and the
other executive officers to the growth and profitability of the
Company in the preceding year, the Compensation Committee awarded
stock options to the Chief Executive Officer and Named Executive
Officers (as defined below). In addition, in March 1999, the Board
of Directors awarded Mr. Jennings restricted stock and stock
options under the 1996 Stock Incentive Plan, in recognition of his
being named Executive Vice President and Assistant to the President
of the Company.
Chief Executive Officer. The compensation of the Chief Executive
Officer during 1999 consisted of the same elements as for other
executive officers. Mr. Messina's base salary remained at $600,000
for fiscal year 1999 and Mr. Messina did not receive a bonus for
fiscal year 1999. In reaching this decision, the Compensation
Committee reviewed the SNL Compensation Review, including
profitability, efficiency and financial performance, as well as
compensation paid to chief executive officers of its custom peer
group as reflected in the SNL Compensation Review. The
Compensation Committee elected not to award a salary increase or
bonus to Mr. Messina in recognition of the challenges that faced
the Company in 1999 and the environment in which it was operating
even though the Company's results for 1999 were significantly
15
<PAGE>
better than in prior years. Mr. Messina was awarded 25,000 stock
options under the 1996 Stock Incentive Plan in recognition of his
contribution to the growth and profitability of the Company in
1998.
The grants and awards for the Chief Executive Officer and the
grants and awards for Named Executive Officers (as defined below)
are reflected in the Summary Compensation Table.
Compensation Committee:
1999
Robert M. Sprotte
Michael J. Levine
George S. Worgul
Board of Directors:
1999
Michael J. Fitzpatrick Msgr. Thomas J. Hartman George S. Worgul
Robert M. Sprotte Philip S. Messina Michael J. Levine
William J. Jennings II Michael A. McManus, Jr. Hanif Dahya
Compensation Committee Interlocks and Insider Participation.
During the 1999 fiscal year, there were no interlocks, as defined
under the rules and regulations of the SEC, between members of the
Compensation Committee or executive officers of the Company and
corporations with respect to which such persons are affiliated, or
otherwise.
Stock Performance Graph. The following graph shows a comparison of
cumulative total stockholder return on the Company's Common Stock,
based on the market price of the Common Stock assuming reinvestment
of dividends, with the cumulative total return of companies in the
Nasdaq Stock Market and in the SNL Thrift Index for the period
beginning on December 31, 1994 through December 31, 1999.
Comparison of Cumulative Total Return Among Haven Bancorp, Inc.
Common Stock, Nasdaq U.S. Index and SNL Thrift Index**
December 31, 1994 ! December 31, 1999
Haven Bancorp, Inc.
<TABLE>
Period Ending
index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
Haven Bancorp, Inc. 100.00 179.06 222.46 355.38 240.65 252.71
NASDAQ - Total US* 100.00 141.33 173.89 213.07 300.25 542.43
SNL Thrift Index 100.00 155.74 202.92 345.28 303.68 248.07
</TABLE>
16
<PAGE>
Notes:
A. The lines represent index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 12/31/94.
** SNL Securities L.C. Copyright 2000
*Source: CRSP, Center for Research in Security Prices, Graduate
School of Business, The University of Chicago 1999.
Used with permission. All rights reserved. crsp.com.
Summary Compensation Table. The following table sets forth the
compensation paid by the Company and/or Bank for services during
the fiscal years ended December 31, 1999, 1998 and 1997, to the
Chief Executive Officer and the five other highest paid executive
officers (the "Named Executive Officers") of the Company and/or the
Bank who each received total salary and bonus in excess of $100,000
in 1999.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Awards Options/SARs Payouts Compensation
Position Year ($) ($)(1) ($)(2) ($)(3) (#)(4) ($)(5) ($)(6)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Philip S. Messina 1999 613,846(7) -- 1,121 -- 25,000 -- 16,655
Chief Executive Officer 1998 578,365 -- 1,800 -- -- -- 39,370
1997 450,481 125,000 2,999 -- -- -- 32,317
William J. Jennings (8) 1999 191,346(7) -- 2,367 200,160 50,000 -- 1,200
President 1998 -- -- -- -- -- -- --
1997 -- -- -- -- -- -- --
Thomas J. Seery 1999 194,385 -- 450 -- 7,500 -- 15,611
Executive Vice President- 1998 184,808 -- 900 -- -- -- 38,763
Operation 1997 151,607 40,000 1,500 -- -- -- 29,022
Catherine Califano 1999 189,269 -- 450 -- 6,000 -- 14,775
Senior Vice President and 1998 181,538 -- 900 -- -- -- 38,538
Chief Financial Officer 1997 159,519 40,000 1,500 -- -- -- 31,271
Mark A. Ricca (9) 1999 180,538(7) 10,000 1,329 -- 6,000 -- 14,202
Senior Vice President- 1998 -- -- -- -- -- -- --
Residential and Consumer 1997 -- -- -- -- -- -- --
Lending
Gerard H. McGuirk (10) 1999 194,385 -- 450 -- 5,000 -- 14,775
Executive Vice President 1998 186,539 -- 750 -- -- -- 38,133
and Chief Lending Officer 1997 164,823 40,000 1,500 -- -- -- 30,901
</TABLE>
(1) Bonus shown for the years 1997 through 1999 consists of cash
payments made pursuant to the Company's incentive compensation plan
17
<PAGE>
awarded for the performance achievements of the Named Executive
Officers during the corresponding fiscal year.
(2) The amounts listed for 1997 through 1999 include dividends
received on restricted stock granted under the 1996 Stock Incentive
Plan which are distributed when paid, even if prior to the vesting
of restricted stock, and, for Messrs. Messina, Jennings and Ricca,
interest earned on deferred compensation under the Company's Key
Executive Deferred Compensation Plan (the "Deferred Compensation
Plan").
(3) Pursuant to the 1996 Stock Incentive Plan, Mr. Jennings was
granted an award of 15,000 shares of restricted stock on March 29,
1999, which award vests in three annual installments commencing on
March 29, 2000. Subsequent to the date shares of restricted stock
are awarded and prior to the date such awards vest, the recipient
is entitled to receive cash dividends declared and paid with
respect to such shares of restricted stock. The dollar amount in
the table for 1999 is based upon the closing market price of
$13.344 per share of Common Stock on March 29, 1999, as reported on
the Nasdaq National Market System.
(4) Includes options awarded under the Company's 1996 Stock
Incentive Plan. For a discussion of the terms of the grants and
vesting of options, see the footnote accompanying Fiscal Year End
Option/SAR Values Table.
(5) The Company does not maintain long-term incentive plans, and,
therefore, there were no payments under such plans for fiscal years
ending 1999, 1998 or 1997.
(6) Amounts represent life insurance premiums paid by the Bank with
respect to Messrs. Messina, Jennings, Seery, Ricca and McGuirk and
Ms. Califano. Amounts for 1999 include the dollar value of an
allocation of Common Stock made to the Named Executive Officer's
account under the ESOP during 1999, with respect to the plan year
ending December 31, 1998. Based on the closing market price of the
Common Stock on December 31, 1998 of $15.41 per share, the market
value of such allocation was $10,155 with respect to each of
Messrs. Messina, Seery and McGuirk, $7,702 with respect to Mr.
Ricca and $10,155 with respect to Ms. Califano. The allocations to
be made under the ESOP for the plan year ended December 31, 1999
have not yet been determined. The matching contributions under the
Employee Thrift Savings Plan for 1999 for Messrs. Messina, Seery,
Ricca and McGuirk and Ms. Califano were $5,000, $3,956, $5,000,
$3,120 and $3,120, respectively.
(7) Includes $20,000, $11,266 and $5,455 of compensation deferred
by Messrs. Messina, Jennings and Ricca, respectively, under the
Deferred Compensation Plan.
(8) Mr. Jennings served as Consultant to the Company and the Bank
from January 1999 through March 1999. From April 1999 through
December 21, 1999, Mr. Jennings served as Executive Vice President
and Assistant to the President. On December 22, 1999, Mr. Jennings
was appointed President and Chief Operating Officer of the Company
and the Bank.
(9) Effective March 1, 1999, Mark A. Ricca, Esq., General Counsel
18
<PAGE>
for the Company and the Bank was appointed to serve as the
Secretary and Compliance Officer of the Company and the Bank. On
December 22, 1999, Mr. Ricca was named head of the Residential and
Consumer Lending Division of the Bank.
(10) Mr. McGuirk resigned from the Company and the Bank effective
January 3, 2000. Mr. McGuirk's 1999 option grant was forfeited on
such date.
Employment Agreements. The Company entered into an employment
agreement with Mr. Messina, effective as of November 22, 1999,
which restated, modified and superseded the Employment Agreements
between the Company and Mr. Messina dated November 18, 1994 and
September 21, 1995, and the associated Amendatory Agreement dated
May 28, 1997 ("Company Employment Agreement"). In addition, the
Bank and Mr. Messina entered into a Termination of the Bank
Employment Agreement whereby Mr. Messina's Employment Agreement
with the Bank, effective as of May 28, 1997 (the "Bank Employment
Agreement") was terminated. The restatement of Mr. Messina's
Company Employment Agreement and termination of his Bank Employment
Agreement has the effect of setting forth in one agreement the
terms of Mr. Messina's employment with the Company and with the
Bank. The Company Employment Agreement is intended to memorialize
the terms of Mr. Messina's employment and to secure the continued
availability of his services to the Company and the Bank with a
minimum of personal distraction in the event of a proposed or
threatened change in control of the Company or the Bank. The
continued success of the Company and the Bank depends to a
significant degree on Mr. Messina's skills and competence.
The Company Employment Agreement provides for a three-year term,
and beginning on its effective date, the term of the Company
Employment Agreement is automatically extended for one day each
day, such that the remaining term is always three years, unless and
until either the Board of Directors or Mr. Messina provides written
notice to the other party of an intention not to extend the term,
at which time the remaining term will be fixed at three years from
the date of the written notice. The Company Employment Agreement
provides that Mr. Messina will receive an aggregate base salary
from the Company and the Bank at an initial annual rate of
$600,000, which will be reviewed annually by the Boards of
<PAGE>
Directors. Mr. Messina's current aggregate base salary under the
Company Employment Agreement is $600,000.
In addition to base salary, the Company Employment Agreement
provides for, among other things, disability pay, participation in
stock plans and other employee benefit plans, fringe benefits
applicable to executive personnel and supplemental retirement
benefits to compensate the executive for the benefits that such
executive cannot receive under the tax-qualified employee benefit
plans maintained by the Company and the Bank due to the limitations
19
<PAGE>
imposed on such plans by the Internal Revenue Code of 1986 (the
"Code"). The Company Employment Agreement also provides that the
Company will indemnify Mr. Messina during the term of the Company
Employment Agreement and for a period of six years thereafter
against any costs, liabilities, losses and exposures for acts and
omissions in connection with his service as an officer or director
of the Company and the Bank, to the fullest extent allowable under
federal and Delaware corporate law.
The Company Employment Agreement provides for the termination of
Mr. Messina's employment by the Company or the Bank for cause at
any time. Under the Company Employment Agreement, in the event the
Company or the Bank chooses to terminate Mr. Messina's employment
for reasons other than for cause, or in the event of his
resignation from the Company or the Bank following: (i) a failure
to re-elect or re-appoint Mr. Messina to his current offices; (ii)
a material breach of the Company Employment Agreement by the
Company; or (iii) a "Change in Control" as defined in the Company
Employment Agreement, the executive or, in the event of his death,
his estate, would be entitled to, in addition to any earned wages
or benefits due, a payment equal to the salary payable or due
during the remaining term of the Company Employment Agreement, the
other cash compensation and benefits or present value of such
benefits that he would have accrued or received if he had remained
employed by the Company during the remaining unexpired term of the
Company Employment Agreement, and continued life, health, dental,
accident and disability insurance coverage for the remaining
unexpired term of the Company Employment Agreement. In the event
that the executive's termination of employment occurs following a
Change in Control, the insurance coverage described above will be
provided for the executive's lifetime and he shall also be entitled
to receive continued fringe benefits and perquisites for the
remaining unexpired term of the Company Employment Agreement and a
payment equal to the difference between the value of his normal and
supplemental retirement benefits and an unreduced early retirement
benefit commencing at age 55. Payments made to Mr. Messina under
the Company Employment Agreement upon a change in control may
constitute an "excess parachute payment" as defined under Section
280G of the Code, which may result in the imposition of an excise
tax on Mr. Messina and the denial of federal income tax deductions
for such excess amounts for the Company. Under the Company
Employment Agreement, the Company will indemnify Mr. Messina for
such excise taxes and any additional income, employment and excise
taxes imposed as a result of such indemnification.
The Company Employment Agreement provides that any compensation or
benefits provided to Mr. Messina by the Bank and any other direct
or indirect subsidiary of the Company for services performed, shall
be applied to offset the obligations of the Company under the
Company Employment Agreement, it being intended that the Company
Employment Agreement set forth the aggregate compensation and
20
<PAGE>
benefits payable to Mr. Messina for all services performed for the
Company, the Bank and all of the Company's direct or indirect
subsidiaries.
Change in Control Agreements. To secure the continued availability
of the services of the Named Executive Officers in the event of a
threatened or actual change in control, the Bank and the Company
have entered into separate change in control agreements ("Change in
Control Agreement" or the "Change in Control Agreements") with
Messrs. Jennings, Seery and Ricca and Ms. Califano. Each Change in
Control Agreement with the Bank provides for a two-year term, and
commencing on the first anniversary of the date of the Change in
Control Agreement and continuing on each anniversary thereafter,
the Change in Control Agreement may be extended by the Board of
Directors of the Bank for an additional year such that the
remaining term of the Bank's Change in Control Agreement shall be
two years. Each Change in Control Agreement with the Company
provides for a three-year term which automatically extends for one
day each day, such that the term will always be three years, until
either the Board of Directors of the Company or the executive
provides written notice of an intention not to extend the term of
the Agreement. Each Change in Control Agreement provides that at
any time following a "Change in Control" (as defined in the Change
in Control Agreements) of the Company or the Bank, if the Company
or the Bank terminates the executive's employment within six (6)
months prior to or twelve (12) months after a Change in Control for
any reason other than for cause or, in the case of the Bank's
Change in Control Agreement, if the executive voluntarily resigns
following demotion, loss of title, office or significant authority,
a reduction in compensation, or a relocation of the employee's
principal place of employment and, in the case of the Company's
Change in Control Agreement, if the executive resigns during the
thirteenth month following a Change in Control without regard as to
whether a change in status, compensation or working conditions or
location has occurred, then the executive or, in the event of
death, the executive's estate or beneficiaries, as the case may be,
would be entitled to receive a payment equal to the salary, bonus
and benefits, and perquisites in the case of the Company's Change
in Control Agreements, that the employee would have accrued or
received if his or her employment continued for the remaining
unexpired term of the Agreement. The Change in Control Agreements
with the Company provide that the Company will indemnify the
executive for any excise taxes imposed on "excess parachute
payments" deemed made to the executive under Section 280G of the
Code and for any additional income, employment and excise taxes
imposed as a result of such indemnification. Payments to be made
under the Company's Change in Control Agreement with each executive
officer will be offset by any payments to be made under the Bank's
Change in Control Agreement with such executive. The Company
guarantees payments to the executive under the Bank's Change in
Control Agreement if the Bank does not pay payments or benefits.
21
<PAGE>
Incentive Stock Option Plan and 1996 Stock Incentive Plan. The
Company maintains the Incentive Stock Option Plan (established in
1993) and the 1996 Stock Incentive Plan, which provide
discretionary awards to officers and key employees as determined by
a committee of disinterested directors who administer the plans.
The following table provides certain information with respect to
the grants of stock options made during the fiscal year ended
December 31, 1999 to each of the Named Executive Officers. The
table discloses the gain that would be realized if the stock
options granted to the individuals listed were exercised when the
Company's stock price had appreciated by the percentage rates
indicated from the market price on the date of grant.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realized Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Granted Fiscal Year ($/Sh) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Philip S. Messina 25,000 12.00% 13.937 3/01/09 219,123 555,300
William J. Jennings II 50,000 25.00% 13.344 3/29/09 419,598 1,063,345
Thomas J. Seery 7,500 4.00% 13.937 3/01/09 65,737 166,590
Catherine Califano 6,000 3.00% 13.937 3/01/09 52,589 133,272
Mark A. Ricca 6,000 3.00% 13.937 3/01/09 52,589 133,272
Gerard H. McGuirk 5,000 2.00% 13.937 1/03/00(2) N/A(2) N/A(2)
</TABLE>
(1) The options were granted under the 1996 Stock Incentive Plan
and become exercisable in three equal installments commencing March
1, 2000 for Messrs. Messina, Seery and Ricca and Ms. Califano, and
March 29, 2000 for Mr. Jennings. All options were granted in
tandem with Appreciation Rights which provide that, in the event of
a Change of Control, as defined in the 1996 Stock Incentive Plan,
the Named Executive Officer may, in lieu of exercising the option,
surrender the option and receive a payment in cash, on a per share
basis, equal to the difference between the exercise price per share
and the greater of (i) the highest price paid per share of the
Company's Common Stock by any person who initiated or sought to
effect the Change of Control during the one year period ending on
the date of the Change of Control or (ii) the average Fair Market
Value per share as defined in the 1996 Stock Incentive Plan over
the last ten trading days preceding the date of exercise of the
Appreciation Right.
(2) Mr. McGuirk's options were forfeited upon his resignation from
the Company, effective January 3, 2000.
The following table provides certain information with respect to
the number of shares of Common Stock represented by outstanding
options held by the Named Executive Officers as of December 31,
22
<PAGE>
1999. Also reported are the values for "in-the-money" options,
which represents the positive spread between the exercise price of
any such existing stock options and the year-end price of the
Common Stock.
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options/SARs Money Options/SARs at Fiscal
at Fiscal Year End (#) Year End ($)(1)
Shares
Acquired Value
On Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Philip S. Messina -- -- 210,534 25,000 1,689,107 36,730
William J. Jennings II -- -- 26,602 50,000 53,204 103,110
Thomas J. Seery -- -- 82,266 7,500 671,200 11,019
Catherine Califano -- -- 70,192 6,000 406,755 8,815
Mark A. Ricca -- -- 32,000 19,000 2,937 5,875
Gerard H. McGuirk -- -- 62,754 -- 329,354 --
</TABLE>
(1) Messrs. Messina and Seery and Ms. Califano have 148,780, 59,512
and 7,438 options respectively, with an exercise price of $5.00.
Ms. Califano and Mr. McGuirk each has 40,000 options with an
exercise price of $8.47. Mr. Messina has 61,754 and each of
Messrs. Seery and McGuirk and Ms. Califano has 22,754 options with
an exercise price of $13.125. Mr. Jennings has 26,602 options with
an exercise price of $13.406 and 50,000 options with an exercise
price of $13.344. Messrs. Messina, Seery and Ricca and Ms.
Califano have 25,000, 7,500, 6,000 and 6,000 options, respectively,
with an exercise price of $13.937. Mr. Ricca has 45,000 options
with an exercise price of $25.875. At December 31, 1999, the
closing price of the common stock of the Company was $15.406.
Defined Benefit Plan. The Bank maintains the CFS Bank Retirement
Income Plan, a non-contributory defined benefit pension plan (the
"Retirement Plan"). The Retirement Plan was frozen effective as of
June 30, 1996. Since the date the Retirement plan was frozen, no
new employees have begun participation in this program and
employees participating in the Retirement Plan when frozen have not
been credited with additional years of service.
The following table indicates the annual retirement benefit that
would be payable as of December 31, 1999 under the Retirement Plan
upon retirement at age 65 to a participant electing to receive his
retirement benefit in the standard form of benefit (single life
annuity), assuming various specified levels of average annual
compensation and various specified years of credited service.
23
<PAGE>
<TABLE>
<CAPTION>
Average 10 Years 15 Years 20 Years 25 Years 30 Years 35 Years
Annual of Credited of Credited of Credited of Credited of Credited of Credited
Compensation Service Service Service Service Service Service(1)
<S> <C> <C> <C> <C> <C> <C>
125,000 22,175 33,262 44,349 55,436 66,524 66,524
150,000 27,425 41,137 54,849 68,561 82,274 82,274
160,000 29,525 44,287 59,049 73,811 88,574 88,574
175,000(2) 32,675 49,012 65,349 81,686 98,024 98,024
200,000(2) 37,925 56,887 75,849 94,811 113,744 113,774
250,000(2) 48,425 72,637 96,849 121,061 145,274(3) 145,274(3)
300,000(2) 58,925 88,387 117,849 147,311(3) 176,774(3) 176,774(3)
400,000(2) 79,925 119,887 159,849(3) 199,811(3) 239,774(3) 239,774(3)
450,000(2) 90,425 135,637(3) 180,849(3) 226,061(3) 271,274(3) 271,274(3)
500,000(2) 100,925 151,387(3) 201,849(3) 252,311(3) 302,774(3) 302,774(3)
</TABLE>
(1) Maximum amount of service credited for purposes of the
Retirement Plan is 30 years.
(2) Annual retirement benefits shown in the table above reflect the
current Retirement Plan formula and the Social Security Wage Base
in effect during 1996, the year the plan was frozen. Under Section
401(a)(17) of the Code, for plan years beginning in 1994 through
1996, a participant's compensation in excess of $150,000 (as
adjusted to reflect cost-of-living increases) was disregarded for
purposes of determining average annual earnings. This limitation
was increased to $160,000 for plan years beginning 1997 ! 1999.
For plan year 2000, this limit has increased to $170,000. The
amounts shown in the table include the supplemental retirement
benefit payable to Mr. Messina under his Company Employment
Agreement to compensate for the elimination on includible
compensation.
(3) These are hypothetical benefits based upon the Retirement
Plan's normal retirement benefit formula. The maximum benefit
permitted under Section 415 of the Code in 1996 was $120,000,
$125,000 for 1997, $130,000 for 1998 and $130,000 for 1999. The
amounts shown in the table reflect the supplemental retirement
benefits payable to Mr. Messina under his Company Employment
Agreement to compensate for the limitation on annual benefits.
The following table sets forth the years of credited service (i.e.,
benefit service) as of June 30, 1996 for each of the following
executive officers.
Credited Service
Years Months
Philip S. Messina .................. 32 2
Thomas J. Seery .................... 21 11
Catherine Califano ................. 3 1
Gerard H. McGuirk .................. 2 11
Key Executive Deferred Compensation Plan. The Deferred
Compensation Plan is an unfunded deferred compensation program that
permits employees to defer the receipt of part of their
24
<PAGE>
compensation, generally, until the termination of their employment
with the Company and its affiliated companies. An employee is
eligible to participate in the Deferred Compensation Plan, if,
among other things, the employee's compensation equals or exceeds
minimum compensation levels. For 1999, the minimum eligible
compensation under the Deferred Compensation Plan was $100,000. The
amount of the deferral is the lesser of 10% of annual compensation
and $20,000. In general, amounts deferred under the Deferred
Compensation Plan (and earnings on those amounts) are distributed
within thirty (30) business days after termination of employment
with the Company for any reason. Accounts under the Deferred
Compensation Plan are credited with interest for each calendar year
based on the rate paid for one (1) year Certificates of Deposits
purchased in New York State from CFS Bank on the last business day
of the immediately preceding year. For 1999, the interest rate
paid on amounts deferred under the Deferred Compensation Plan was
5.65%. Participants in the Deferred Compensation Plan are
immediately 100% vested on all amounts deferred (as adjusted for
interest). If employment is terminated for Cause, as defined in
the Deferred Compensation Plan, a participant will forfeit 40% of
any amount credited or to be credited to his or her account as
interest. In general, all distributions from the Deferred
Compensation Plan are made in one lump sum. In the event of death
of a participant before the participant receives benefits under the
Deferred Compensation Plan, payment is made to the participant's
designated beneficiary. If no beneficiary is designated or no
designated beneficiary survives the participant, benefits are paid
to the surviving spouse or to the representative of the estate.
Distributions may be made in cases of unforeseeable emergency, as
defined under Section 457 of the Internal Revenue Code.
Supplemental Executive Retirement Agreement. The Bank has entered
into an agreement to provide supplemental retirement benefits for
Mr. Worgul ("Executive"). The agreement is unfunded. As of
December 31, 1996, the Company has accrued the entire $1.2 million
liability under the unfunded agreement. All obligations arising
under the agreement are payable from the general assets of the
Bank. However, the Bank is responsible for the payment of premiums
on an insurance policy, which would reimburse the Bank for the
payments due under the agreement in the event of the Executive's
death. The agreement provides for an annual retirement benefit of
$120,000 for 10 years after retirement upon reaching the normal
retirement age contained in the Retirement Plan. In the event of
a change in ownership of the Bank after retirement but prior to the
payment of the entire benefit or in the event of the Executive's
death after retirement, any unpaid benefit shall be paid in a lump
sum to the Executive or the Executive's estate.
Transactions With Certain Related Persons. The federal banking
laws require that all loans or extensions of credit to executive
officers and directors must be made on substantially the same
25
<PAGE>
terms, including interest rates and collateral, and follow
substantially the same credit underwriting procedures as those
prevailing at the time for comparable transactions with the other
persons and must not involve more than the normal risk of repayment
or present other unfavorable features.
Michael J. Levine, a director since 1996, has an equity interest in
one company that had a commercial real estate loan outstanding with
the Bank in 1999, which loan was made prior to the time Mr. Levine
became a director. The Board of Directors, at a meeting held
December 17, 1997, approved extending the maturity of that loan by
ten years at a market interest rate, with no additional funds
advanced. At a meeting of the Bank's Board held on October 20,
1999, the Board subsequently approved modifying the prepayment
provision of the loan, for which a fee was paid to the Bank. At a
meeting of the Board of Directors held February 18, 1998, a loan on
Mr. Levine's primary residence in the amount of $200,000 was
approved by the Board of Directors. The largest aggregate
outstanding balance of these loans in 1999 was approximately $12.9
million. At December 31, 1999, the aggregate balance outstanding
for all loans in which Mr. Levine has an equity interest was
approximately $12.9 million. The loans to such entities were made
in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, and management
believes that such loans do not involve more than the normal risk
of collectibility or present other unfavorable features.
Mr. Ricca was a partner at Ricca & Donnelly, P.C., a law firm,
prior to joining the Company in April 1998. Mr. Ricca's brother
was, and continues to be, the managing partner at Ricca & Donnelly,
P.C. The Company paid Ricca & Donnelly, P.C. approximately
$103,000 for legal services provided in 1999. The Company believes
that these services and payments were on terms substantially
similar to those available from non-affiliated parties.
PARTICIPANTS IN THE PROXY SOLICITATION
General. Under the proxy solicitation rules of the Exchange Act,
each of the Company's directors and executive officers may each be
deemed to be a "participant" in our solicitation of proxies.
Information about principal occupations of directors and executive
officers is set forth under the section "Proposal One ! Election of
Directors ! Information with Respect to Nominees, Continuing
Directors and Certain Executive Officers." Information about the
present ownership of the Common Stock by each participant,
including the right to acquire shares of Common Stock is set forth
under that same section. Information about Mr. Messina's
employment agreement is set forth under the section "Proposal One
! Election of Directors ! Employment Agreement." Information about
transactions between the Company and directors and executive
26
<PAGE>
officers is set forth under the section "Proposal One ! Election of
Directors ! Transactions with Certain Related Persons." For the
purpose of this proxy statement, the business address of each
participant is 615 Merrick Avenue, Westbury, New York 11590. The
following sets forth certain additional information about each
participant required to be disclosed under the Exchange Act.
Transactions in the Company's Securities in the Last Two Years.
Listed below are the only purchases and sales of Common Stock by
each participant since January 1, 1998. This table does not
include information with respect to stock option grants and awards
of restricted stock made under the Company's Stock Option Plans.
See "Proposal One ! Election of Directors ! Information with
Respect to Nominees, Continuing Directors and Certain Executive
Officers" and the table "Option/SAR Grants in Last Fiscal Year" for
stock option grants and awards of restricted stock.
<TABLE>
<CAPTION>
Number of Shares
Name Purchased (Sold) Date of Transaction
<S> <C> <C>
Philip S. Messina 1,000 2/24/00
Michael A. McManus, Jr. 2,000 2/16/00
Michael A. McManus, Jr. 2,000 2/11/00
William J. Jennings II 7,500 2/4/00
William J. Jennings, II 1,000 2/3/00
William J. Jennings, II 1,500 2/2/00
Philip S. Messina 1,000 2/2/00
Michael A. McManus, Jr. 1,000 12/15/99
Michael A. McManus, Jr. 1,000 12/3/99
Msgr. Thomas J. Hartman 1,000 10/27/99
Michael A. McManus, Jr. 1,000 10/26/99
Michael A. McManus, Jr. 2,000 10/19/99
George S. Worgul (4,046) 3/19/99
George S. Worgul (11,300) 3/18/99
Philip S. Messina 2,000 9/9/98
Michael J. Levine 1,000 9/1/98
Philip S. Messina 2,000 8/XX/98
Michael J. Levine 1,000 8/4/98
Hanif Dahya 2,500 07/XX/98
Michael J. Levine 1,000 5/1/98
Philip S. Messina 2,000 4/27/98
George S. Worgul (6,445) 4/1/98
George S. Worgul (15,000) 3/31/98
George S. Worgul (513) 3/30/98
George S. Worgul (4,000) 3/27/98
</TABLE>
27
<PAGE>
Other Information. Except as disclosed elsewhere in this proxy
statement, to the knowledge of the Company, no participant (1) owns
of record any securities of the Company that are not also
beneficially owned by them; (2) is, or was within the past year, a
party to any contract, arrangement or understanding with any person
with respect to the securities of the Company, including, but not
limited to, joint ventures, loan or option arrangements, puts or
calls, or the giving or withholding of proxies; (3) has any
substantial interest, direct or indirect, by security holdings or
otherwise, in any matter to be acted upon at the Annual Meeting;
(4) beneficially owns any securities of the Company that are not
owned of record; or (5) borrowed any funds to purchase any
securities. Except as disclosed elsewhere in this proxy statement,
to the knowledge of the Company, no participant has any arrangement
or understanding with any person (1) with respect to future
employment by the Company or any of its affiliates or (2) with
respect to any future transaction to which the Company or any of
its affiliates will or may be a party.
PROPOSAL 2
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
KPMG LLP were the Company's independent auditors for the fiscal
year ended December 31, 1999. The Company's Board of Directors has
reappointed KPMG LLP to continue as independent auditors for the
Bank and the Company for the year ending December 31, 2000, subject
to ratification of such appointment by the stockholders.
A representative of KPMG LLP will be present at the Annual Meeting,
will be given an opportunity to make a statement if so desired and
will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
Ratification of the appointment of KPMG LLP as independent auditors
of the Company requires the affirmative vote of a majority of the
votes cast. Abstentions will have the effect as a vote against
this proposal while broker non-votes will have no effect on the
vote for this proposal.
Unless marked to the contrary, the shares represented by the
enclosed BLUE PROXY CARD, if executed and returned, will be voted
FOR ratification of the appointment of KPMG LLP as the independent
auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
28
<PAGE>
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in the proxy statement and proxy
relating to the Annual Meeting of Stockholders to be held in 2001,
a stockholder proposal must be received by the Secretary of the
Company at the address set forth on the first page of this Proxy
Statement, not later than December 7, 2000. Any such proposal will
be subject to applicable laws, rules and regulations, including 17
C.F.R. Section 240.14a-8 of the Rules and Regulations under the Exchange
Act, as amended.
Notice of Business to be Conducted at an Annual Meeting
The Bylaws of the Company provide an advance notice procedure for
a stockholder to properly bring business before an Annual Meeting.
The stockholder must give written advance notice to the Secretary
of the Company not less than ninety (90) days before the date
originally fixed for such meeting; provided, however, that in the
event less than one hundred (100) days notice or prior public
disclosure of the date of the Annual Meeting is given or made to
stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day
following the date on which the Company's notice to stockholders of
the Annual Meeting date was mailed or such public disclosure was
made. The advance notice by stockholders must include the
stockholder's name and address, as they appear on the Company's
record of stockholders, a brief description of the proposed
business, the reason for conducting such business at the Annual
Meeting, the class and number of shares of the Company's capital
stock that are beneficially owned by such stockholder and any
material interest of such stockholder in the proposed business. In
the case of nominations to the Board of Directors, certain
information regarding the nominee must be provided. Nothing in this
paragraph shall be deemed to require the Company to include in its
proxy statement and proxy relating to an Annual Meeting any
stockholder proposal which does not meet all of the requirements
for inclusion established by the SEC in effect at the time such
proposal is received.
Other Matters Which May Properly Come Before the Annual Meeting
The Board of Directors knows of no business which will be presented
for consideration at the Annual Meeting other than as stated in the
Notice of Annual Meeting of Stockholders. If, however, other
matters are properly brought before the Annual Meeting, including,
among other things, a motion to adjourn or postpone the Annual
Meeting to another time or place or both for the purpose of
soliciting additional proxies or otherwise, it is the intention of
the persons named in the accompanying proxy to vote the shares
29
<PAGE>
represented thereby on such matters in such manner as shall be
determined by a majority of the Board of Directors.
Whether or not you intend to be present at the Annual Meeting, you
are urged to sign and return the BLUE PROXY CARD promptly. If you
are present at the Annual Meeting and wish to vote your shares in
person, your proxy may be revoked in writing and you may vote your
shares at the Annual Meeting.
A copy of the Company's Form 10-K (without exhibits) for the year
ended December 31, 1999, as filed with the Securities and Exchange
Commission, will be furnished without charge to stockholders of
record upon written request to Haven Bancorp, Inc., Mr. Mark A.
Ricca, Senior Vice President and Secretary, 615 Merrick Avenue,
Westbury, New York 11590.
By Order of the Board of Directors,
/s/ Mark A. Ricca
Mark A. Ricca, Esq.
Secretary
Westbury, New York
April 5, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
REQUESTED TO SIGN AND PROMPTLY RETURN THE ACCOMPANYING BLUE PROXY
CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
30
<PAGE>
EXHIBIT 99.1
April 5, 2000
Dear Participant:
As of March 29, 2000, the trust ("DRP Trust") established for
the Columbia Federal Savings Bank (now known as CFS Bank, the
"Bank") Recognition and Retention Plan for Outside Directors
("DRP") held 13,982 shares of common stock of Haven Bancorp, Inc.
(the "Company"), the parent holding company for the Bank. As a
participant in the DRP, you may direct the voting of the shares of
the Company's common stock held by the DRP Trust that have been
granted to you under the DRP.
Chase Manhattan Bank has been appointed as an unrelated
corporate trustee for the DRP Trust (the "DRP Trustee"). We, the
Board of Directors, are forwarding to you the attached Vote
Authorization Form, provided for the purpose of conveying your
voting instructions to the DRP Trustee. The DRP Trustee will vote
those shares of the Company's common stock held in the DRP Trust
that have been granted to participants in accordance with
instructions received from the participants. If the DRP Trustee
does not receive voting instructions with respect to shares that
have been granted to participants, the DRP Trustee will vote such
shares in the same proportion as it votes the shares for which it
has received voting instructions.
At this time to direct the voting of shares granted to you
under the DRP, you must complete and sign the enclosed Vote
Authorization Form and return it in the accompanying envelope to
ChaseMellon Shareholder Services L.L.C. ("ChaseMellon"). Your vote
will not be revealed, directly or indirectly, to any director,
officer or other employee of the Company or the Bank. Your shares
will be tallied by ChaseMellon on a confidential basis.
ChaseMellon will then provide the tabulated results to the DRP
Trustee. The DRP Trustee will then vote the shares in the DRP Trust
based on the voting instructions it has received from participants,
as described above.
Sincerely,
The Board of Directors
<PAGE>
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
VOTE AUTHORIZATION FORM
I, having signed this card, hereby instruct the Columbia Federal
Savings Bank Recognition and Retention Plan for Outside Directors
("DRP") Trustee to vote all shares of common stock of Haven
Bancorp, Inc. granted to me under the DRP as set forth on the
reverse side at the Annual Meeting of Stockholders to be held on
May 17, 2000, and any adjournment or postponement thereof.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
<PAGE>
Please mark your
votes as indicated X
in this example ---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
1. The Election as directors of all nominees listed: (Except as
marked to the contrary below)
Philip S. Messina, Msgr. Thomas J. Hartman, Michael A. McManus, Jr.
FOR VOTE WITHHELD
------- ------
Instruction: To withhold your vote for any individual nominee,
write that nominee's name on the space provided below:
-------------------------------------
2. The ratification of the appointment of KPMG LLP as independent
auditors of Haven Bancorp, Inc. for the fiscal year ending December
31, 2000.
FOR AGAINST ABSTAIN
----- ----- -----
I acknowledge that I have received from the Company prior to the
execution of this proxy a Notice of Annual Meeting of Stockholders,
a Proxy Statement dated April 5, 2000, the Annual Report to
Stockholders and a letter dated April 5, 2000 from the Board of
Directors.
I understand that my voting instructions are solicited by the Board
of Directors on behalf of the DRP Trustee for the Annual
Stockholders Meeting to be held on May 17, 2000, and any
adjournment or postponement thereof. The DRP Trustee is hereby
authorized to vote the shares granted to me, in its trust capacity,
as indicated above.
-------------------------
Signature
-------------------------
Date
Please sign, date and return
this form in the enclosed
business reply envelope.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
<PAGE>
EXHIBIT 99.2
April 5, 2000
Dear Participant:
The CFS Bank (the "Bank") 401(k) Plan (the "401(k) Plan")
includes an investment fund, known as the Employer Stock Fund,
consisting primarily of common stock of the Bank's parent holding
company, Haven Bancorp, Inc. (the "Company"). As a participant in
the 401(k) Plan with an interest in the Employer Stock Fund, you
may direct the voting of the proportion of the shares of the
Company's common stock held by the 401(k) Plan Trust that are
allocable to your account.
Merrill Lynch Trust Company has been appointed as the
corporate trustee for the Employer Stock Fund of the 401(k) Plan
(the "401(k) Plan Trustee"). The 401(k) Plan Trustee will vote
those shares of the Company's common stock held in the 401(k) Plan
Trust in accordance with instructions of the participants. We, the
Board of Directors, are forwarding to you the attached Proxy
Statement, and the Vote Authorization Form, provided for the
purpose of conveying your voting instructions to the 401(k) Plan
Trustee.
At this time to direct the voting of the proportion of the
shares allocable to your account under the 401(k) Plan, you must
complete and sign the enclosed Vote Authorization Form and return
it to the 401(k) Plan Trustee in the accompanying envelope. Your
vote will not be revealed, directly or indirectly, to any director,
officer or other employee of the Company or the Bank. Your vote
will be tallied by ChaseMellon Shareholder Services L.L.C. on a
confidential basis and then the 401(k) Plan Trustee will vote the
shares of the 401(k) Plan Trust based on the voting instructions it
has received from participants, as described above.
Sincerely,
The Board of Directors
<PAGE>
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
VOTE AUTHORIZATION FORM
I, having signed this card, hereby instruct the CFS Bank 401(k)
Plan ("401(k)") Trustee to vote my proportionate interest in the
shares of common stock of Haven Bancorp, Inc. held by the Employer
Stock Fund of the 401(k) Plan as set forth on the reverse side at
the Annual Meeting of Stockholders to be held on May 17, 2000, and
at any adjournment or postponement thereof.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Fold and Detach Here
<PAGE>
Please mark your
votes as indicated X
in this example ---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
1. The Election as directors of all nominees listed: (Except as
marked to the contrary below)
Philip S. Messina, Msgr. Thomas J. Hartman, Michael A. McManus, Jr.
FOR VOTE WITHHELD
------- ------
Instruction: To withhold your vote for any individual nominee,
write that nominee's name on the space provided below:
-------------------------------------
2. The ratification of the appointment of KPMG LLP as independent
auditors of Haven Bancorp, Inc. for the fiscal year ending December
31, 2000.
FOR AGAINST ABSTAIN
----- ----- -----
I acknowledge that I have received from the Company prior to the
execution of this proxy a Notice of Annual Meeting of Stockholders,
a Proxy Statement dated April 5, 2000, the Annual Report to
Stockholders and a letter dated April 5, 2000 from the Board of
Directors.
I understand that my voting instructions are solicited by the Board
of Directors on behalf of the 401(k) Trustee for the Annual
Stockholders Meeting to be held on May 17, 2000, and any
adjournment or postponement thereof. The 401(k) Trustee is hereby
authorized to vote the shares allocable to my interest in the
401(k) Plan, in its trust capacity, as indicated above.
-------------------------
Signature
-------------------------
Date
Please sign, date and return
this form in the enclosed
business reply envelope.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
<PAGE>
EXHIBIT 99.3
April 5, 2000
Dear Participant:
As of March 29, 2000, the trust ("ESOP Trust") established for
the Columbia Federal Savings Bank (now known as CFS Bank, the
"Bank") Employee Stock Ownership Plan ("ESOP") held 631,925 shares
of common stock of Haven Bancorp, Inc. (the "Company"), the parent
holding company for the Bank, for the benefit of participants in
the ESOP. As of the Record Date, March 29, 2000, 387,560 shares of
Common Stock in the ESOP had been allocated to participating
employees. As a participant in the ESOP, you may direct the voting
of the shares of the Company's common stock held by the ESOP Trust
allocated to your account.
Chase Manhattan Bank has been appointed as the corporate
trustee for the ESOP Trust (the "ESOP Trustee"). We, the Board of
Directors, are forwarding to you the attached Vote Authorization
Form, provided for the purpose of conveying your voting
instructions to the ESOP Trustee. The ESOP Trustee will vote those
shares of the Company's common stock held in the ESOP Trust
allocated to participants in accordance with instructions of the
participants.
All unallocated shares held in the ESOP Trust, and allocated
shares with respect to which no written instructions are received,
will be voted by the Trustee in the same proportion as those
allocated shares for which voting instructions are received, so
long as such vote is in accordance with the provisions of the
Employment Retirement Income Security Act of 1974, as amended.
At this time to direct the voting of shares allocated to your
account under the ESOP, you must complete and sign the enclosed
Vote Authorization Form and return it in the accompanying envelope
to ChaseMellon Shareholders Services L.L.C. ("ChaseMellon"). Your
vote will not be revealed, directly or indirectly, to any director,
officer or other employee of the Company or the Bank. Your shares
will be tallied by ChaseMellon and then the ESOP Trustee will vote
the shares in the ESOP Trust based on the voting instructions it
has received from participants, as described above.
Sincerely,
The Board of Directors
<PAGE>
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
VOTE AUTHORIZATION FORM
I, having signed this card, understand that the ESOP Trustee is the
holder of record and custodian of all shares of Haven Bancorp, Inc.
(the "Company") common stock allocated to me under the Columbia
Federal Savings Bank Employee Stock Ownership Plan and Trust ("ESOP
Trust"). Further, I understand that my voting instructions are
solicited on behalf of the Company's Board of Directors for the
Annual Meeting of Stockholders on May 17, 2000, and any adjournment
or postponement thereof. Accordingly, you are instructed to vote
all shares allocated to me and held by the ESOP Trust as set forth
on the reverse side.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Fold and Detach Here
<PAGE>
Please mark your
votes as indicated X
in this example ---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
1. The Election as directors of all nominees listed: (Except as
marked to the contrary below)
Philip S. Messina, Msgr. Thomas J. Hartman, Michael A. McManus, Jr.
FOR VOTE WITHHELD
------- ------
Instruction: To withhold your vote for any individual nominee,
write that nominee's name on the space provided below:
-------------------------------------
2. The ratification of the appointment of KPMG LLP as independent
auditors of Haven Bancorp, Inc. for the fiscal year ending December
31, 2000.
FOR AGAINST ABSTAIN
----- ----- -----
I acknowledge that I have received from the Company prior to the
execution of this proxy a Notice of Annual Meeting of Stockholders,
a Proxy Statement dated April 5, 2000, the Annual Report to
Stockholders and a letter dated April 5, 2000 from the Board of
Directors.
I understand that my voting instructions are solicited by the Board
of Directors on behalf of the ESOP Trustee for the Annual
Stockholders Meeting to be held on May 17, 2000, and any
adjournment or postponement thereof. The ESOP Trustee is hereby
authorized to vote the shares allocated to me, in its trust
capacity, as indicated above.
-------------------------
Signature
-------------------------
Date
Please sign, date and return
this form in the enclosed
business reply envelope.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
<PAGE>
EXHIBIT 99.4
REVOCABLE PROXY
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
[_____ _.m.]
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
I, having signed this card, hereby appoint the official proxy
committee of the Board of Directors of Haven Bancorp, Inc. (the
"Company"), each with full power of substitution, to act as
attorneys and proxies for the undersigned, and to vote all shares
of Common Stock of the Company which the undersigned is entitled
to vote only at the Annual Meeting of Stockholders, to be held on
May 17, 2000, at _:__ _.m., at [____________________________
___________________________________________________, New York,
and at any adjournment or postponement thereof.
This proxy is revocable and will be voted as directed, but if no
instructions are specified, this proxy will be voted FOR each of
the proposals listed. If any other business is presented at the
Annual Meeting, this proxy will be voted by those named in this
proxy in their best judgment. At the present time, the Board of
Directors knows of no other business to be presented at the
Annual Meeting.
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Fold and Detach Here
<PAGE>
Please mark your
votes as indicated X
in this example ---
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
1. The Election as directors of all nominees listed: (Except as
marked to the contrary below)
Philip S. Messina, Msgr. Thomas J. Hartman, Michael A. McManus,
Jr.
FOR VOTE WITHHELD
------- ------
Instruction: To withhold your vote for any individual nominee,
write that nominee's name on the space provided below:
-------------------------------------
2. The ratification of the appointment of KPMG LLP as
independent auditors of Haven Bancorp, Inc. for the fiscal year
ending December 31, 2000.
FOR AGAINST ABSTAIN
----- ----- -----
The undersigned acknowledges receipt from the Company prior to
the execution of this proxy of a Notice of Annual Meeting of
Stockholders and of a Proxy Statement dated April 5, 2000 and of
the Annual Report to Stockholders.
Please sign exactly as name appears on this card. When signing
as attorney, executor, administrator, trustee or guardian, please
give full title. If shares are held jointly, each holder may
sign but only one signature is required.
Date: , 2000
-------------------------
Signature
-------------------------
Signature, if held jointly
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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FOLD AND DETACH HERE
