CUSIP No. 419352-10-9 Page 1 of 31 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
HAVEN BANCORP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
419352-10-9
(CUSIP Number)
Phillip M. Goldberg
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-2549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No. 419352-10-9 Page 2 of 31 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 523,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
523,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
523,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.8%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 419352-10-9 Page 3 of 31 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge - Strategic Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 523,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
523,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
523,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.8%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 419352-10-9 Page 4 of 31 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
John W. Palmer
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
6,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 523,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 6,000 shares
10 Shared Dispositive Power
523,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
529,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.9%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 5 of 31 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Lashley
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
5,500 shares
Number of
Shares 8 Shared Voting Power
Beneficially 526,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 5,500 shares
10 Shared Dispositive Power
526,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
532,100 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.9%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 6 of 31 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Irving Smokler
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 90,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
90,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
90,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
1.0%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 7 of 31 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Beth Lashley
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 3,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
3,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
0.1%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 8 of 31 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Garrett Goodbody
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
10,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 10,000 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
0.1%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 9 of 31 Pages
This is Amendment No. 3 to a Schedule 13D filed jointly by Financial
Edge Fund, L.P., a Delaware limited partnership ("Financial Edge Fund"),
Financial Edge - Strategic Fund, L.P., a Delaware limited partnership
("Financial Edge Strategic"), Irving Smokler, John W. Palmer, Richard J. Lashley
and Beth Lashley on August 26, 1999 (as earlier amended, the "Original 13D"). As
of the date of this Amendment, Garrett Goodbody is also filing jointly. All of
the filers of this Amendment are collectively the "Group."
This Schedule 13D relates to the common stock, $.01 par value ("Common
Stock"), of Haven Bancorp, Inc. (the "Issuer"). The address of the principal
executive offices of the Issuer is 615 Merrick Avenue, Westbury, New York 11590.
The joint filing agreement of the members of the Group is attached as Exhibit 1.
The following items in the Original 13D are amended to read in their entirety as
follows:
Item 2. Identity and Background
(a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard
Lashley, with respect to the shares of Common Stock beneficially owned by Mr.
Palmer and Mr. Lashley, including (i) shares of Common Stock held in their names
and/or their spouses and minor children, (ii) shares of Common Stock held in the
name of Dr. Smokler and (iii) shares of Common Stock held in the name of
Financial Edge Fund and Financial Edge Strategic, in Mr. Palmer's and Mr.
Lashley's capacities as the general partners of PL Capital, LLC, a Delaware
limited liability company ("PL Capital"), the general partner of Financial Edge
Fund and Financial Edge Strategic. The business address of Mr. Palmer and Mr.
Lashley is 2015 Spring Road, Suite 290, Oak Brook, Illinois 60523. Mr. Palmer
and Mr. Lashley serve as the Managing Members of PL Capital, which is the
General Partner of Financial Edge Fund and Financial Edge Strategic. The
principal employment of Mr. Palmer and Mr. Lashley is investment management.
Dr. Irving Smokler is filing this statement with respect to the shares
of Common Stock beneficially owned by Dr. Smokler. Dr. Smokler's principal
employment is real estate investment; his business address is 505 East Huron,
Suite 303, Ann Arbor, Michigan 48104.
Ms. Lashley is filing this statement with respect to the shares of
Common Stock beneficially owned by Ms. Lashley. Ms. Lashley is not employed; her
address is c/o PL Capital, LLC, 2015 Spring Road, Suite 290, Oak Brook, Illinois
60523.
Mr. Goodbody is filing this statement with respect to the shares of
Common Stock beneficially owned by Mr. Goodbody. Mr. Goodbody's principal
employment is portfolio mangement and international financial services
consulting; his business address is 55 Mudge Pond Road, Sharon, Connecticut
06069.
(d) During the past five years, no member of the Group has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
<PAGE>
CUSIP No. 419352-10-9 Page 10 of 31 Pages
(e) During the past five years, no member of the Group has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) All of the individuals who are members of the Group are citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Financial Edge Fund to acquire
the 401,700 shares of Common Stock it holds in its name is $6,625,000. Such
funds were provided in part from Financial Edge Fund's available capital and,
from time to time, in part by margin account loans from subsidiaries of The Bear
Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of
business.
The amount of funds expended to date by Financial Edge Strategic to
acquire the 31,900 shares of Common Stock it holds in its name is $462,000. Such
funds were provided in part from Financial Edge Strategic's available capital
and, from time to time, in part by margin account loans from subsidiaries of
Bear Stearns, extended in the ordinary course of business.
The amount of funds expended to date by Mr. Palmer to acquire the
6,000 shares of Common Stock he holds in his name is $77,200. Such funds were
provided from Mr. Palmer's personal funds.
The amount of funds expended to date by Mr. Lashley to acquire the
5,500 shares of Common Stock he holds in his name (including shares held in a
custodian account for Mr. Lashley's minor daughter) is $76,475. Such funds were
provided from Mr. Lashley's personal funds.
The amount of funds expended to date by Dr. Smokler to acquire the
90,000 shares he holds in his name is $1,339,000. Such funds were provided in
part from Dr. Smokler's personal funds and, from time to time, in part by margin
account loans from subsidiaries of Bear Stearns, extended in the ordinary course
of business.
The amount of funds expended to date by Ms. Lashley to acquire the
3,000 shares of Common Stock she holds in her name is $37,900. Such funds were
provided from Ms. Lashley's IRA account held at Bear Stearns.
The amount of funds expended to date by Mr. Goodbody to acquire the
10,000 shares he holds in his name is $148,400. Such funds were provided in part
from Mr. Goodbody's personal funds.
<PAGE>
CUSIP No. 419352-10-9 Page 11 of 31 Pages
All purchases of Common Stock made by members of the Group using funds
borrowed from Bear Stearns, if any, were made in margin transactions on Bear
Stearns' usual terms and conditions. All or part of the shares of Common Stock
owned by members of the Group may from time to time be pledged with one or more
banking institutions or brokerage firms as collateral for loans made by such
entities to members of the Group. Such loans generally bear interest at a rate
based upon the broker's call rate from time to time in effect. Such
indebtedness, if any, may be refinanced with other banks or broker-dealers.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by
Members of the Group is to profit from appreciation in the market price of the
Common Stock through the assertion of shareholder rights and influencing the
policies of the Issuer. Members of the Group have previously communicated to the
management and Board of Directors of the Issuer their concerns over the Issuer's
financial performance and prospects as a stand-alone entity in a competitive and
rapidly consolidating banking market. The Group has also encouraged the Issuer's
management and Board to take corrective action to maximize the value of the
Issuer's stock, including seeking the sale of the Issuer to a larger banking
organization.
In connection with those efforts, on several occasions Members of the
Group have requested to meet with the senior management and Board of Directors
of the Issuer. At the written invitation of the Issuer's Board (a copy of which
is attached as Exhibit 8), on September 28, 1999, Messrs. Lashley and Palmer met
at the Issuer's headquarters with Mr. Philip Messina, Chairman and Chief
Executive Officer, Mr. William Jennings, Executive Vice President, and Mr. Mark
Ricca, Senior Vice President and General Counsel of the Issuer. During that
meeting, Mr. Messina and the other representatives of the Issuer declined to
answer any questions or engage in any substantive discussion of the Group's
concerns or Haven's prospects. Despite this, Messrs. Lashley and Palmer
reiterated their concerns over the financial and operating performance of Haven
and its prospects as an independent entity. At that meeting Messrs. Lashley and
Palmer also stated that: (1) they believed the Issuer's Board should immediately
engage an investment banking firm and (2) the investment banking firm should be
given a mandate to seek the highest bid for the Issuer through an orderly sale
to a larger banking organization.
At the September 28th meeting, Mr. Lashley delivered to the Issuer a
written request for the Issuer's most recent shareholder list and other related
items, a copy of which is attached as Exhibit 9.
On September 7, 1999 Messrs. Lashley and Palmer sent a letter to the
Issuer's five outside Board Members, a copy of which is attached as Exhibit 10.
The letter noted that the Board of the Issuer was scheduled to vote, at its next
scheduled meeting at the end of September, on the extension of CEO Philip
Messina's current employment agreement from September 23, 2001, to September 23,
2002. The letter recommended that the Board consider the financial and operating
performance of Haven under Mr. Messina's leadership as the basis for renewing or
denying Mr. Messina's contract extension. The letter also suggested that the
<PAGE>
CUSIP No. 419352-10-9 Page 12 of 31 Pages
Board engage outside industry experts (e.g., an investment banking and appraisal
firm) to assist the Board in its review. The letter also stated that, in the
opinion of Messrs. Lashley and Palmer, if the Board did an objective review of
the Issuer's performance under Mr. Messina, it would not extend Mr. Messina's
contract to September 23, 2002.
In response to the September 7th letter noted above, Messrs. Lashley
and Palmer received, via telefax on September 27, 1999, a letter dated September
22, 1999, signed by the Issuer's five outside Board Members, a copy of which is
attached as Exhibit 11. As of the date of this filing, the Members of the Group
have not been able to ascertain what actions the Issuer's Board took with
respect to the extension of Mr. Messina's contract or whether the Issuer has
engaged an investment banking firm or other experts.
On November 2, 1999, Messrs. Lashley and Palmer sent a letter to the
Issuer's five outside Board Members, a copy of which is attached as Exhibit 12.
The letter discussed the Issuer's recently released third quarter results and
the Group's disappointment with those results, as well as the Group's other
concerns and problems with the Issuer's performance.
On December 23, 1999, Messrs. Lashley and Palmer sent a letter to the
Issuer's Board of Directors, stating their opposition to the recently announced
expansion of the Issuer's Board by two directors. A copy of the letter is
attached as Exhibit 13.
In a letter dated January 19, 2000, Richard Lashley, in compliance
with the Issuer's By-Laws, submitted to the Issuer a notice of intent to
nominate Messrs. Lashley and Goodbody for election at the 2000 Annual Meeting of
Stockholders of the Issuer. A copy of that letter is attached as Exhibit 14.
Members of the Group may engage in a variety of actions in connection with such
nomination. Without limitation, Messrs. Palmer, Lashley and Goodbody and other
members of the Group may both (a) communicate and discuss their views on the
Issuer and election of directors to the Board with other shareholders and (b)
solicit proxies or written consents from other shareholders of the Issuer with
respect to election of their Board nominees or other proposals for shareholder
action. In addition, members of the Group may (1) contact financial institutions
that may have an interest in acquiring Haven and (2) make proposals to the
Issuer's Board and management (including with regard to a possible sale of the
Issuer).
Members of the Group may make further purchases of shares of Common
Stock. Members of the Group may dispose of any or all the shares of Common Stock
held by them, although they have no current intention to do so. Except as noted
in this Schedule 13D, no member of the Group has any plans or proposals, which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any
time and from time to time, review or reconsider their positions and formulate
plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
The percentages used in this Schedule 13D are calculated based upon
the number of outstanding shares of Common Stock, 8,967,237, reported on the
Issuer's Quarterly
<PAGE>
CUSIP No. 419352-10-9 Page 13 of 31 Pages
Report on Form 10-Q for the period ended September 30, 1999. All purchases and
sales of Common Stock reported herein were made in open market transactions on
the Nasdaq National Market System.
(A) Financial Edge Fund
(a) Aggregate number of shares beneficially owned: 523,600
Percentage: 5.8%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 523,600
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 523,600
(c) The Fund has made the following purchases of Common Stock within the
past 60 days.
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
12/13/99 1,000 15.31 15,313
- --------------------------------------------------------------------------------
12/31/99 200 15.05 3,010
- --------------------------------------------------------------------------------
12/31/99 500 15.35 7,675
- --------------------------------------------------------------------------------
12/31/99 500 15.54 7,769
- --------------------------------------------------------------------------------
12/31/99 1,000 14.89 14,888
- --------------------------------------------------------------------------------
12/31/99 1,000 15.08 15,075
- --------------------------------------------------------------------------------
12/31/99 1,000 15.51 15,513
- --------------------------------------------------------------------------------
12/31/99 2,000 15.00 30,000
- --------------------------------------------------------------------------------
12/31/99 3,000 15.38 46,150
- --------------------------------------------------------------------------------
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley
have the power to direct the affairs of Financial Edge Fund, including
the voting and disposition of shares of Common Stock held in the name
of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are
deemed to share voting and disposition power with Financial Edge Fund
with regard to those shares of Common Stock.
(B) Financial Edge Strategic
(a) Aggregate number of shares beneficially owned: 523,600
Percentage: 5.8%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 523,600
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 523,600
<PAGE>
CUSIP No. 419352-10-9 Page 14 of 31 Pages
(c) The Financial Edge Strategic Fund has made no purchases or sales of
Common Stock within the past 60 days.
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Strategic, Mr. Palmer and Mr.
Lashley have the power to direct the affairs of Financial Edge
Strategic, including the voting and disposition of shares of Common
Stock held in the name of Financial Edge Strategic. Therefore, Mr.
Palmer and Mr. Lashley are deemed to share voting and disposition
power with Financial Edge Strategic with regard to those shares of
Common Stock.
(C) Mr. John Palmer
(a) Aggregate number of shares beneficially owned: 529,600
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 6,000
2. Shared power to vote or to direct vote: 523,600
3. Sole power to dispose or to direct the disposition: 6,000
4. Shared power to dispose or to direct disposition: 523,600
(c) Mr. Palmer has made no purchases or sales since the Original 13D.
(D) Mr. Richard Lashley
(a) Aggregate number of shares beneficially owned: 532,100
Percentage: 5.9%
(b) 1. Sole power to vote or to direct vote: 5,500
2. Shared power to vote or to direct vote: 526,600
3. Sole power to dispose or to direct the disposition: 5,500
4. Shared power to dispose or to direct disposition: 526,600
(c) On December 31, 1999, Mr. Lashley purchased 1,000 shares of Common
Stock at a price of $14.90 per share for a total cost of $14,895.
(E) Dr. Irving Smokler
(a) Aggregate number of shares beneficially owned: 90,000
Percentage: 1.0%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 90,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 90,000
<PAGE>
CUSIP No. 419352-10-9 Page 15 of 31 Pages
(c) Dr. Smokler has made no purchases or sales since the Original 13D.
(d) Pursuant to an Operating Agreement dated April 29, 1999 between Dr.
Smokler and PL Capital, Dr. Smokler has made certain agreements
regarding Common Stock with PL Capital and its managing members, Mr.
Palmer and Mr. Lashley. Because of this arrangement, PL Capital and
its managing members are deemed to share voting and disposition power
with Dr. Smokler with regard to those shares of Common Stock.
(F) Ms. Beth Lashley
(a) Aggregate number of shares beneficially owned: 3,000
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 3,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 3,000
(c) Ms. Lashley has made no purchases or sales since the Original 13D.
(d) Ms. Lashley shares with Mr. Lashley the power to direct the
disposition of the shares of Common Stock beneficially owned by Ms.
Lashley, pursuant to a trading authorization granted by Ms. Lashley to
Mr. Lashley for her account with Bear Stearns, under that company's
usual terms and conditions.
(G) Mr. Garrett Goodbody
(a) Aggregate number of shares beneficially owned: 10,000
Percentage: 0.1%
(b) 1. Sole power to vote or to direct vote: 10,000
2. Shared power to vote or to direct vote: 0
3. Sole power to dispose or to direct the disposition: 10,000
4. Shared power to dispose or to direct disposition: 0
(c) On December 21, 1999, Mr. Goodbody purchased 1,500 shares of Common
Stock at a price of $14.63 per share and 3,500 shares of Common Stock
at a price of $14.75 per share for a total cost of $73,582. On
December 22, 1999, Mr. Goodbody purchased 3,100 shares of Common Stock
at a price of $14.94 per share and 1,900 shares of Common Stock at a
price of $15.00 per share for a total cost of $74,826.
<PAGE>
CUSIP No. 419352-10-9 Page 16 of 31 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than the Joint Filing Agreement filed as Exhibit 1 to this
statement, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof and between such
persons and any person with respect to any securities of the Company, including
but not limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, divisions of profits or loss, or the giving or withholding of proxies,
except for sharing of profits. PL Capital and Dr. Smokler have entered into an
Investment Partnership Agreement which allocates to PL Capital a portion of any
realized profit with respect to the shares owned by Dr. Smokler. PL Capital, as
General Partner of the Financial Edge Fund and Financial Edge Strategic, is
entitled to receive an allocation of profits with respect to the shares owned by
those partnerships.
Item 7. Material to be Filed as Exhibits
No. Description
--- ----------
1 Joint Filing Agreement.
2 Letter from Mr. Lashley to Issuer, dated June 16, 1999.*
3 Letter from Issuer to Mr. Lashley, dated June 28, 1999.*
4 Letter from Messrs. Lashley and Palmer to Issuer, dated July
28, 1999.*
5 Letter from Issuer to PL Capital, LLC, dated July 30, 1999.*
6 Letter from Messrs. Lashley and Palmer to Issuer, dated
August 16, 1999.*
7 Letter from Messrs. Lashley and Palmer to Issuer, dated
August 30, 1999.*
8 Letter from Issuer to Messrs. Lashley and Palmer, dated
September 10, 1999.*
9 Letter from Mr. Lashley to Issuer, dated September 27,
1999.*
10 Letter from Messrs. Lashley and Palmer to Issuer, dated
September 7, 1999.*
11 Letter from Issuer to Messrs. Lashley and Palmer, dated
September 22, 1999.*
12 Letter from Messrs. Lashley and Palmer to the Issuer's
outside directors, dated November 2, 1999.*
13 Letter from Messrs. Lashley and Palmer to the Issuer's Board
of Directors, dated December 23, 1999.
14 Letter from Richard Lashley to the Issuer, dated January 19,
2000.
- ----------------
*Filed as part of the Original 13D.
<PAGE>
CUSIP No. 419352-10-9 Page 17 of 31 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 24, 2000
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer By: /s/ Richard Lashley
John Palmer Richard Lashley
By: /s/ Irving Smokler By: /s/ Beth Lashley
Dr. Irving Smokler Beth Lashley
By: /s/ Garrett Goodbody
Garrett Goodbody
CUSIP No. 419352-10-9 Page 18 of 31 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree that the Schedule 13D to which this Joint
Filing Agreement is being filed as an exhibit shall be a joint statement filed
on behalf of each of the undersigned.
Date: January 24, 2000
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer By: /s/ Richard Lashley
John Palmer Richard Lashley
By: /s/ Irving Smokler By: /s/ Beth Lashley
Dr. Irving Smokler Beth Lashley
By: /s/ Garrett Goodbody
Garrett Goodbody
CUSIP No. 419352-10-9 Page 19 of 31 Pages
EXHIBIT 13
[ON LETTERHEAD]
December 23, 1999
The Board of Directors
Haven Bancorp, Inc.
615 Merrick Avenue
Westbury, NY 11590
Dear Sirs:
The PL Capital Group is opposed to the recently announced expansion of Haven's
Board by two members. We believe this action is an inappropriate response to our
recently announced intention to nominate two directors for election to Haven's
Board at the next Annual Meeting of Shareholders, as stated in our December 10th
Form 13D filing. We also find this move especially interesting in light of
Philip Messina's letter to Richard Lashley dated June 28, 1999, that stated he
was "not aware of any sense of urgency to expand our Board". We are also
disappointed that the Board did not even deem it appropriate to interview Mr.
Lashley for the Board seat, or to seek our, or to our knowledge other large
shareholders', input on the nomination process. This appears to be a
continuation of management's attempts to deflect attention away from the core
issue of Haven's weak performance and shareholders right to expect the Board and
management to be accountable.
Sincerely,
/s/ Richard Lashley /s/ John Palmer
Richard Lashley John Palmer
Principal Principal
CUSIP No. 419352-10-9 Page 20 of 31 Pages
EXHIBIT 14
[ON LETTERHEAD]
January 19, 2000
CERTIFIED MAIL RETURN RECEIPT REQUESTED AND OVERNIGHT DELIVERY
- --------------------------------------------------------------
Mr. Philip Messina
Chairman and CEO
Haven Bancorp, Inc.
615 Merrick Avenue
Westbury, NY 11590
Re: Notice of Intent to Nominate Two Directors
------------------------------------------
Dear Mr. Messina:
This letter constitutes a notice of intent by Richard Lashley to
nominate two persons for election as directors of Haven Bancorp, Inc. (the
"Corporation") at the 2000 Annual Meeting of Stockholders of the Corporation.
This notice is being provided to you pursuant to Section 6(c) of the
Corporation's By-Laws. Mr. Lashley owns of record 500 shares of the
Corporation's common stock, par value $.01 per share (the "Common Stock"). Mr.
Lashley also beneficially owns an additional 531,600 shares of the Common Stock,
as set forth in a Schedule 13D, as amended, filed by Mr. Lashley and certain
other persons regarding ownership of the Common Stock. By the fact of Mr.
Lashley's submission of this notice of intent to nominate, the Corporation is
now obligated under the federal securities laws to obtain pre-approval by the
United States Securities and Exchange Commission of its proxy materials.
Mr. Lashley hereby notifies the Corporation pursuant to Section 6(c)
of the Corporation's By-Laws that he intends to nominate himself and Garrett
Goodbody for election to the Board of Directors of the Corporation at the 2000
Annual Meeting of Stockholders of the Corporation. As required by Section 6(c),
also enclosed is the written consent of each proposed nominee to be named in Mr.
Lashley's proxy statement and to serve as a director of the Corporation if
elected.
Set forth below is certain information, including that required by
Section 6(c) of the Corporation's By-Laws. The information set forth below
responds fully to all of the requirements of Section 6(c). In certain instances
in which a disclosure item is not applicable or no disclosure is required to be
made pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, no response has been provided below.
<PAGE>
CUSIP No. 419352-10-9 Page 21 of 31 Pages
(i) As to each proposed nominee:
A. Name, Age, Business Address and Residence Address
Name Age Business Address Residence Address
- ---- --- ---------------- -----------------
Richard Lashley 41 2015 Spring Road 2 Trinity Place
Suite 290 Warren, NJ 07059
Oak Brook, IL 60523
Garrett Goodbody 54 55 Mudge Pond Road 55 Mudge Pond Road
Sharon, CT 06069 Sharon, CT 06069
B. Principal Occupation or Employment
Richard Lashley: Investment management, primarily as Managing Member of PL
Capital, LLC.
Garrett Goodbody: Managing Partner of Goodbody Partners LP, a firm engaged in
portfolio management and international financial services
consulting.
C. Shares Owned Either Beneficially or Of Record
Name of Nominee Class Amount
- --------------- ----- ------
Richard Lashley Common 532,100
Garrett Goodbody Common 10,000
D. Interest of Certain Persons in Matters to be Acted Upon
Except as otherwise set forth herein, neither Mr. Lashley nor Mr.
Goodbody is or was, within the past year, a party to any contract, arrangement
or understanding with any person with respect to any securities of the
Corporation, including, but not limited to joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies. PL
Capital, LLC ("PL Capital"), which is the general partner of Financial Edge
Fund, L.P. (the "Fund") and of which Mr. Lashley is a Managing Member, and Dr.
Irving Smokler have entered into an
<PAGE>
CUSIP No. 419352-10-9 Page 22 of 31 Pages
Investment Partnership Agreement which allocates to PL Capital a portion of any
realized profit with respect to the shares owned by Dr. Smokler. PL Capital is
also entitled to receive an allocation of profits with respect to the shares
owned by the Fund and Financial Edge - Strategic Fund, L.P. ("Financial Edge
Strategic").
Except as otherwise set forth herein, neither Mr. Lashley nor Mr.
Goodbody, nor any of their associates, has any arrangement or understanding with
any person with respect to any future employment with the Corporation or its
affiliates or with respect to any future transactions to which the Corporation
or any of its affiliates will or may be a party.
E. Other information relating to such person that is required to be disclosed in
a solicitation of proxies for the election of directors, or is otherwise
required, pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended.
Directorships of Other Publicly Owned Companies
- -----------------------------------------------
Neither Mr. Lashley nor Mr. Goodbody is presently serving as a
director of any corporation, partnership or other entity that has a class of
equity securities registered under the Securities Exchange Act of 1934, as
amended, or subject to the requirements of 15(d) of the such Act or any company
registered as an investment company under the Investment Company Act of 1940.
Material Proceedings Adverse to the Corporation
- -----------------------------------------------
To Mr. Lashley's best knowledge, there are no material proceedings to
which either Mr. Lashley or Mr. Goodbody, or any associate of either of them, is
a party adverse to the Corporation or any of its subsidiaries, and neither of
them nor any associate of either of them has a material interest adverse to the
Corporation or any of its subsidiaries.
Positions or Offices with the Corporation
- -----------------------------------------
Richard Lashley . . . . . None
Garrett Goodbody . . . . . None
Transactions In Stock of the Corporation
- ----------------------------------------
The following transactions are the only transactions during the past
two years with regard to the Common Stock made by Mr. Lashley, Mr. Goodbody or
other entities constituting a "group" as defined for purposes of Schedule 13D.
All transactions are purchases unless otherwise identified.
Transactions by Mr. Lashley (including with respect to accounts held jointly
with Ms. Beth Lashley and on behalf of Mr. Lashley's minor daughter):
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
2/12/99 300 13.75 2,809
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 419352-10-9 Page 23 of 31 Pages
- --------------------------------------------------------------------------------
2/17/99 200 13.75 4,192
- --------------------------------------------------------------------------------
2/17/99 1,000 13.75 13,848
- --------------------------------------------------------------------------------
4/1/99 2,000 12.88 25,863
- --------------------------------------------------------------------------------
4/14/99 1,000 11.94 12,038
- --------------------------------------------------------------------------------
4/14/99 1,000 11.94 12,038
- --------------------------------------------------------------------------------
6/29/99 (2,000) sold 15.50 (30,877)
- --------------------------------------------------------------------------------
8/27/99 1,000 16.56 16,657
- --------------------------------------------------------------------------------
12/31/99 1,000 14.89 14,895
- --------------------------------------------------------------------------------
Purchases by Mr. Goodbody:
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
12/21/99 1,500 14.63 21,957
- --------------------------------------------------------------------------------
12/21/99 3,500 14.75 51,625
- --------------------------------------------------------------------------------
12/22/99 3,100 14.94 46,318
- --------------------------------------------------------------------------------
12/22/99 1,900 15.00 28,508
- --------------------------------------------------------------------------------
Purchases by John Palmer:
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
12/28/98 1,000 14.50 14,557
- --------------------------------------------------------------------------------
1/21/99 400 14.38 5,780
- --------------------------------------------------------------------------------
3/19/99 100 13.63 1,393
- --------------------------------------------------------------------------------
3/24/99 250 13.63 3,436
- --------------------------------------------------------------------------------
3/29/99 250 13.25 3,342
- --------------------------------------------------------------------------------
4/11/99 250 12.63 3,186
- --------------------------------------------------------------------------------
4/13/99 250 12.56 3,141
- --------------------------------------------------------------------------------
4/13/99 200 12.50 2,500
- --------------------------------------------------------------------------------
4/14/99 450 11.63 5,231
- --------------------------------------------------------------------------------
4/14/99 200 11.90 2,418
- --------------------------------------------------------------------------------
4/14/99 200 11.38 2,275
- --------------------------------------------------------------------------------
4/14/99 200 11.00 2,201
- --------------------------------------------------------------------------------
4/14/99 1,000 11.90 12,038
- --------------------------------------------------------------------------------
4/14/99 1,000 11.90 12,038
- --------------------------------------------------------------------------------
6/24/99 250 14.31 3,661
- --------------------------------------------------------------------------------
Purchases by the Fund:
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
3/20/98 4,000 24.61 98,425
- --------------------------------------------------------------------------------
3/20/98 1,000 24.63 24,625
- --------------------------------------------------------------------------------
3/23/98 500 24.65 12,325
- --------------------------------------------------------------------------------
3/26/98 4,500 24.61 110,725
- --------------------------------------------------------------------------------
5/01/98 3,000 25.86 77,575
- --------------------------------------------------------------------------------
5/13/98 6,500 25.75 167,400
- --------------------------------------------------------------------------------
5/13/98 10,000 25.69 256,900
- --------------------------------------------------------------------------------
5/14/98 3,000 25.76 77,275
- --------------------------------------------------------------------------------
5/15/98 4,000 25.63 102,525
- --------------------------------------------------------------------------------
5/15/98 5,000 25.61 128,025
- --------------------------------------------------------------------------------
5/18/98 10,000 25.32 253,150
- --------------------------------------------------------------------------------
5/18/98 10,000 24.88 248,775
- --------------------------------------------------------------------------------
12/22/98 42,000 14.50 609,025
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 419352-10-9 Page 24 of 31 Pages
- --------------------------------------------------------------------------------
12/23/98 2,500 14.64 36,588
- --------------------------------------------------------------------------------
12/23/98 40,000 14.64 585,649
- --------------------------------------------------------------------------------
12/28/98 7,000 14.63 102,400
- --------------------------------------------------------------------------------
01/08/98 32,000 15.16 485,276
- --------------------------------------------------------------------------------
1/11/99 37,000 15.13 559,650
- --------------------------------------------------------------------------------
1/13/99 2,000 14.30 28,600
- --------------------------------------------------------------------------------
1/20/99 10,000 14.25 142,525
- --------------------------------------------------------------------------------
1/21/99 15,000 13.75 206,275
- --------------------------------------------------------------------------------
3/24/99 10,000 13.42 134,150
- --------------------------------------------------------------------------------
3/24/99 10,000 13.32 133,150
- --------------------------------------------------------------------------------
3/31/99 10,000 13.13 131,275
- --------------------------------------------------------------------------------
4/07/99 7,500 12.88 98,557
- --------------------------------------------------------------------------------
4/08/99 7,500 12.63 94,712
- --------------------------------------------------------------------------------
4/09/99 5,000 11.26 56,275
- --------------------------------------------------------------------------------
4/09/99 11,000 11.63 127,963
- --------------------------------------------------------------------------------
7/21/99 5,000 15.63 78,125
- --------------------------------------------------------------------------------
7/22/99 7,500 16.00 120,025
- --------------------------------------------------------------------------------
8/25/99 4,000 16.50 66,025
- --------------------------------------------------------------------------------
8/26/99 6,000 16.50 99,025
- --------------------------------------------------------------------------------
8/30/99 3,000 16.70 50,087
- --------------------------------------------------------------------------------
8/31/99 5,000 16.38 81,900
- --------------------------------------------------------------------------------
9/17/99 3,000 16.00 48,000
- --------------------------------------------------------------------------------
9/28/99 10,000 15.44 154,400
- --------------------------------------------------------------------------------
9/30/99 5,500 15.90 87,450
- --------------------------------------------------------------------------------
10/18/99 500 14.89 7,445
- --------------------------------------------------------------------------------
12/13/99 1,000 15.31 15,313
- --------------------------------------------------------------------------------
12/31/99 200 15.05 3,010
- --------------------------------------------------------------------------------
12/31/99 500 15.35 7,675
- --------------------------------------------------------------------------------
12/31/99 500 15.54 7,769
- --------------------------------------------------------------------------------
12/31/99 1,000 14.89 14,888
- --------------------------------------------------------------------------------
12/31/99 1,000 15.08 15,075
- --------------------------------------------------------------------------------
12/31/99 1,000 15.51 15,513
- --------------------------------------------------------------------------------
12/31/99 2,000 15.00 30,000
- --------------------------------------------------------------------------------
12/31/99 3,000 15.38 46,150
- --------------------------------------------------------------------------------
Transactions by Financial Edge Strategic:
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
10/07/98 4,500 11.61 52,222
- --------------------------------------------------------------------------------
04/08/99 10,000 12.63 126,275
- --------------------------------------------------------------------------------
6/30/99 (8,500) sold 16.23 (137,938)
- --------------------------------------------------------------------------------
7/20/99 1,100 15.75 17,325
- --------------------------------------------------------------------------------
7/21/99 3,900 15.75 61,425
- --------------------------------------------------------------------------------
8/25/99 2,000 16.50 32,975
- --------------------------------------------------------------------------------
8/27/99 500 16.56 8,280
- --------------------------------------------------------------------------------
8/30/99 8,500 16.64 141,430
- --------------------------------------------------------------------------------
9/30/99 1,000 15.78 15,780
- --------------------------------------------------------------------------------
10/11/99 400 14.88 5,950
- --------------------------------------------------------------------------------
Transactions by Ms. Beth Lashley
- --------------------------------------------------------------------------------
10/13/98 1,000 12.00 12,060
- --------------------------------------------------------------------------------
4/9/99 2,000 12.88 25,840
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 419352-10-9 Page 25 of 31 Pages
Purchases by Dr. Irving Smokler:
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
5/05/99 3,000 13.44 40,313
- --------------------------------------------------------------------------------
5/06/99 1,000 13.68 13,670
- --------------------------------------------------------------------------------
5/06/99 2,000 13.47 26,940
- --------------------------------------------------------------------------------
5/06/99 2,000 13.40 26,795
- --------------------------------------------------------------------------------
5/06/99 3,000 13.44 40,313
- --------------------------------------------------------------------------------
5/07/99 600 13.40 8,039
- --------------------------------------------------------------------------------
5/14/99 5,000 13.96 69,788
- --------------------------------------------------------------------------------
5/14/99 5,000 13.94 69,688
- --------------------------------------------------------------------------------
5/17/99 5,000 13.96 69,812
- --------------------------------------------------------------------------------
5/18/99 5,000 13.83 69,163
- --------------------------------------------------------------------------------
5/24/99 2,300 13.96 32,102
- --------------------------------------------------------------------------------
5/25/99 2,700 13.96 37,685
- --------------------------------------------------------------------------------
6/03/99 5,000 13.90 69,500
- --------------------------------------------------------------------------------
6/14/99 5,000 13.90 69,475
- --------------------------------------------------------------------------------
6/25/99 1,000 14.33 14,333
- --------------------------------------------------------------------------------
6/25/99 5,000 14.25 71,250
- --------------------------------------------------------------------------------
7/16/99 5,000 16.00 80,000
- --------------------------------------------------------------------------------
8/18/99 500 15.72 7,858
- --------------------------------------------------------------------------------
8/27/99 3,100 16.53 51,231
- --------------------------------------------------------------------------------
8/30/99 4,000 16.56 66,250
- --------------------------------------------------------------------------------
8/31/99 5,000 16.33 81,663
- --------------------------------------------------------------------------------
9/15/99 4,800 17.25 82,800
- --------------------------------------------------------------------------------
9/22/99 15,000 16.00 240,000
- --------------------------------------------------------------------------------
The funds expended to date in the foregoing transactions were provided
in part by margin account loans from subsidiaries of Bear Stearns, extended in
the ordinary course of business. All purchases of Common Stock made using funds
borrowed from Bear Stearns were made in margin transactions on Bear Stearns'
usual terms and conditions. All or part of the shares of such Common Stock may
from time to time be pledged with one or more banking institutions or brokerage
firms as collateral for loans made by such entities. Such loans generally bear
interest at a rate based upon the broker's call rate from time to time in
effect. Such indebtedness, if any, may be refinanced with other banks or
broker-dealers.
Arrangements or Understandings with Other Persons
- -------------------------------------------------
Mr. Lashley and Mr. Goodbody have an understanding with the Fund
pursuant to which the Fund has requested them to serve as its representatives on
the Board of Directors of the Corporation, and they have agreed to do so,
without compensation from the Fund of any sort whatsoever. The Fund has agreed
to reimburse Mr. Lashley and Mr. Goodbody for any expenses that either one of
them incurs in connection with the Fund's intended solicitation of proxies for
use at the 2000 Annual Meeting of Stockholders of the Corporation, but has no
other arrangements or understandings with either such proposed nominee. Neither
Mr.
<PAGE>
CUSIP No. 419352-10-9 Page 26 of 31 Pages
Lashley nor, to Mr. Lashley's knowledge, Mr. Goodbody, has any arrangement or
understanding with any other person pursuant to which he was or is to be
selected as a director or nominee for election as a director of the Corporation.
Absence of any Family Relationships
- -----------------------------------
Neither Mr. Lashley nor Mr. Goodbody has any family relationship with
any director or officer of the Corporation. There is no family relationship
between Mr. Lashley and Mr. Goodbody.
Absence of Involvement in Certain Legal Proceedings
- ---------------------------------------------------
To the best knowledge of Mr. Lashley, and based on information
provided by each nominee:
Since January 1, 1995, no petition under the Federal bankruptcy laws
or any state insolvency law has been filed by or against Mr. Lashley or Mr.
Goodbody, and no receiver, fiscal agent or similar officer has been
appointed by a court for business or property of Mr. Lashley or Mr.
Goodbody. In addition, since January 1, 1995 no petition under the Federal
bankruptcy laws or any state insolvency law has been filed by or against,
and no receiver, fiscal agent or similar officer has been appointed by a
court for business or property of, any partnership in which either of them
is or was a general partner, or any corporation or business association of
which either of them is or was an executive officer.
Neither Mr. Lashley nor Mr. Goodbody has been convicted in a criminal
proceeding nor has either of them been named as the subject of any pending
criminal proceeding (excluding traffic violations or similar misdemeanors).
Since January 1, 1995, neither Mr. Lashley nor Mr. Goodbody has been
the subject of any court order, judgment or decree, not suspended, reversed
or vacated, permanently or temporarily enjoining (or otherwise limiting)
either of them from (A) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant, any other person regulated by
the Commodity Futures Trading Commission ("CFTC") or any associated person
of any of the foregoing, or as an investment advisor, underwriter, broker
or dealer in securities, or an affiliated person, director or employee of
any investment company, bank, savings and loan association or insurance
company, or from engaging in or continuing any conduct or practice in
connection with any such activity, (B) engaging in any type of business
practice, or (C) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws.
Since January 1, 1995, neither Mr. Lashley nor Mr. Goodbody has been
the subject of any order, judgment or decree not subsequently reversed,
suspended or vacated, of a federal or state authority barring, suspending
or otherwise limiting for
<PAGE>
CUSIP No. 419352-10-9 Page 27 of 31 Pages
more than 60 days their right to be engaged in any activity described in
clause c. above, or to be associated with persons engaged in any such
activity.
Since January 1, 1995, neither Mr. Lashley nor Mr. Goodbody has been
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission ("SEC") to have violated any federal or
state securities law, or by a court of competent jurisdiction in a civil
action or by the CFTC to have violated any federal commodities law, wherein
the judgment in such civil action or finding by the SEC or the CFTC has not
been subsequently reversed, suspended or vacated.
Absence of Certain Transactions
- -------------------------------
To the best knowledge of Mr. Lashley, and based on information
provided by each nominee:
a. Since January 1, 1999, neither Mr. Lashley nor Mr. Goodbody nor any
member of the immediate family of either has had any material interest in
any transaction or any series of similar transactions to which the
Corporation or any of its subsidiaries was a party, and neither Mr. Lashley
nor Mr. Goodbody nor any member of the immediate family of either has any
material interest in any currently proposed transaction, or series of
similar transactions to which the Corporation or any of its subsidiaries is
a party.
Since January 1, 1999, neither Mr. Lashley nor Mr. Goodbody has had
any relationship of the nature described in Item 404(b) of Regulation S-K,
promulgated by the SEC under the Securities Exchange Act of 1934, as
amended. Specifically, since January 1, 1997, neither Mr. Lashley nor Mr.
Goodbody has been an officer, director, partner or employee of, or has
either one of them owned (directly or indirectly) more than 10% of the
equity interest in, any of the following types of organizations:
Any organization that has made or proposes to make payments to
the Corporation or any of its subsidiaries for property or services;
Any organization to which the Corporation or any of its
subsidiaries was indebted;
Any organization to which the Corporation or any of its
subsidiaries has made or proposes to make payments for property or
services; or
Any organization that provided legal services or investment
banking services to the Corporation or any of its subsidiaries.
Since January 1, 1999, neither Mr. Lashley nor Mr. Goodbody, nor any
member of their respective immediate families or any firm, corporation or
organization of which either of them is an executive officer or director or
the beneficial owner of 10% or more of any class of equity securities, nor
any trust or other estate in which
<PAGE>
CUSIP No. 419352-10-9 Page 28 of 31 Pages
either of them has a substantial beneficial interest or as to which either
of them serves as a trustee or in a similar capacity, was indebted to the
Corporation or any of its subsidiaries in excess of $60,000 at any time.
Section 16 Compliance
- ---------------------
Neither Mr. Lashley nor Mr. Goodbody is required to file reports under
Section 16 of the Securities Exchange Act of 1934, as amended, with respect to
the Common Stock of the Corporation.
(ii) As to Mr. Lashley:
A. Name and Record Address
Mr. Richard Lashley
2 Trinity Place
Warren, NJ 07059
No other stockholder is known to Mr. Lashley to be supporting Mr.
Lashley or Mr. Goodbody as a nominee.
B. Beneficial Ownership
Mr. Lashley is the beneficial owner of 532,100 shares of Common Stock,
par value $0.01 per share, of the Corporation.
<PAGE>
CUSIP No. 419352-10-9 Page 29 of 31 Pages
Very truly yours,
/s/ Richard Lashley
Richard Lashley
<PAGE>
CUSIP No. 419352-10-9 Page 30 of 31 Pages
CONSENT OF PROPOSED NOMINEE
I, Richard Lashley, hereby consent to be named in the proxy statement
of Mr. Richard Lashley to be used in connection with his solicitation of proxies
from the shareholders of Haven Bancorp for use in voting at the 2000 Annual
Meeting of Stockholders of Haven Bancorp, and I hereby consent and agree to
serve a director of Haven Bancorp if elected at such Annual Meeting.
/s/ Richard Lashley
Richard Lashley
Dated: January 19, 2000
<PAGE>
CUSIP No. 419352-10-9 Page 31 of 31 Pages
CONSENT OF PROPOSED NOMINEE
I, Garrett Goodbody, hereby consent to be named in the proxy statement
of Mr. Richard Lashley to be used in connection with his solicitation of proxies
from the shareholders of Haven Bancorp for use in voting at the 2000 Annual
Meeting of Stockholders of Haven Bancorp, and I hereby consent and agree to
serve a director of Haven Bancorp if elected at such Annual Meeting.
/s/ Garrett Goodbody
Garrett Goodbody
Dated: January 19, 2000
