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 9:00 a.m., at
the Huntington Hilton, 598 Broadhollow Road, Melville, New York 11747.
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, the ratification of the appointment of
KPMG LLP as independent auditors and, if necessary, the adjournment of the
Annual Meeting to another time and/or place for the purpose of soliciting
additional proxies. For the reasons set forth in the 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, "FOR" the ratification of the
appointment of KPMG LLP as our independent auditors and "FOR" the adjournment
proposal.
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,
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 9:00 a.m. at the Huntington Hilton, 598 Broadhollow Road, Melville, New York
11747.
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;
3. The adjournment of the Annual Meeting, if necessary, to another time
and/or place for the purpose of soliciting additional proxies; and
4. 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, 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 stockholders 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 CFS Bank, 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,
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 9:00 a.m., at the Huntington Hilton, 598 Broadhollow Road, Melville,
New York 11747, 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 stockholders 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 holders 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, FOR THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000, AND FOR THE ADJOURNMENT OF
THE ANNUAL MEETING, IF NECESSARY, TO ANOTHER TIME AND/OR PLACE FOR THE PURPOSE
OF SOLICITING ADDITIONAL PROXIES (THE "ADJOURNMENT AUTHORIZATION").
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, 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.
<PAGE>
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 9,019,911 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 that are 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 BLUE 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. As to the Adjournment
Authorization, the BLUE 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 Company and the Adjournment
Authorization 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.
2
<PAGE>
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
$210,000, of which approximately $35,000 has been incurred to date. This amount
includes legal fees, printing costs and the fees payable to Morrow, 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.
3
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Title of Class Name and Address Of Beneficial Owner Beneficial Ownership Class (1)
- -------------- ------------------------------------ -------------------- ---------
<S> <C> <C> <C>
Common Stock DePrince, Race & Zollo, Inc. 837,450(2) 9.28%
201 S. Orange Avenue, Suite 850
Orlando, FL 32801
Common Stock David L. Babson and Company Incorporated 800,400(3) 8.87%
One Memorial Drive
Cambridge, MA 02142
Common Stock Columbia Federal Savings Bank 631,925(4) 7.01%
Employee Stock Ownership Plan
and Trust (the "ESOP")
615 Merrick Avenue
Westbury, NY 11590
Common Stock PL Capital Group (5) 569,700(5) 6.32%
c/o Richard J. Lashley
323 Main Street
Chatham, New Jersey 07928
Common Stock Dimensional Fund Advisors Inc. 541,900(6) 6.01%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</TABLE>
- -----------------------------
(1) As of March 15, 2000 there were 9,019,911 shares of Common Stock
outstanding.
(2) 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.
(3) 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.
(4) 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. 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").
(5) 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
4
<PAGE>
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.
(6) 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.
5
<PAGE>
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 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.
In his letter to the Company, dated January 19, 2000, Mr. Lashley provided
the Company with the following biographical information concerning himself and
Mr. Goodbody. The Company has not independently verified the information
provided by Mr. Lashley. Mr. Lashley, age 41, is engaged in the business of
investment management, primarily as Managing Member of PL Capital, LLC. Mr.
Lashley's business address is 2015 Spring Road, Suite 290, Oak Brook, IL 60523.
Mr. Goodbody, age 54, is the managing partner of Goodbody Partners LP, a firm
engaged in portfolio management and international financial services consulting.
Mr. Goodbody's business address is
6
<PAGE>
55 Mudge Pond Road, Sharon, CT 06069. Neither Mr. Lashley nor Mr. Goodbody has a
position with the Company.
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 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.
7
<PAGE>
<TABLE>
<CAPTION>
Expiration Ownership
of Term as Shares of as
Name and Principal Director/ Director/ Common Stock Percent
Occupation at Present Officer -------- Beneficially of
And for Past Five Years Age Since(1) Officer Owned(2) Class(3)
----------------------- --- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Philip S. Messina 56 1986 2003 319,516(8)(9)(10) 3.46%
Chairman of the Board and Chief
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.
</TABLE>
Continuing Directors
8
<PAGE>
<TABLE>
<CAPTION>
Expiration Ownership
of Term as Shares of as
Name and Principal Director/ Director/ Common Stock Percent
Occupation at Present Officer -------- Beneficially of
And for Past Five Years Age Since(1) Officer Owned(2) Class(3)
----------------------- --- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Sprotte 62 1974 2001 101,572(6)(7)(9) 1.12%
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
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)(9) 2.48%
Former Chairman of the Board of the
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
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Expiration Ownership
of Term as Shares of as
Name and Principal Director/ Director/ Common Stock Percent
Occupation at Present Officer -------- Beneficially of
And for Past Five Years Age Since(1) Officer Owned(2) Class(3)
----------------------- --- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Executive Officers Who Are
Not Directors
Thomas J. Seery 55 1976 (12) 104,639(8)(9)(10) 1.15%
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) 1.00%
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)(11) *
Senior Vice President-Residential and
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.; former partner at Ricca &
Donnelly, P.C., a law firm.
All Directors and Executive -- -- -- 1,133,524(6)(7)(8) 11.54%
Officers of the Company (9) (10)(11)
as a group (12 persons)
</TABLE>
- ---------------------
* Does not exceed 1.0% of the Company's voting securities.
10
<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 9,019,911shares 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 Amended and Restated Columbia Federal Savings
Bank Recognition and Retention Plan for Outside Directors (the "DRP"), 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 Haven
Bancorp, Inc. 1996 Stock Incentive Plan ("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 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
sole voting and investment power as follows: Mr. Messina, 29,848 shares;
Mr. Seery, 7,445 shares; and Mr. Ricca, 1,269 shares.
11
<PAGE>
(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.
12
<PAGE>
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 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 and met twice. Mr. Worgul retired as President of the Company and the
Bank on June 30, 1994 and as Chairman of the Board of the Company and the Bank
on April 22, 1998.
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
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<PAGE>
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
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, as defined in the Stock
Option Plan, 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 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
14
<PAGE>
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 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.
DIRECTORS' RECOGNITION AND RETENTION PLAN. Under 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.
In addition, on January 3, 2000, each of Messrs. McManus and Dahya was granted
2,500 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
Control of the Bank or the Company, as defined in the DRP. 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
the 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 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
15
<PAGE>
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 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
16
<PAGE>
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 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. See "Transactions With Certain Related
Persons," below.
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<PAGE>
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.
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<PAGE>
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.
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL]
<TABLE>
<CAPTION>
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>
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. (C) 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.
19
<PAGE>
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
Operations 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 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,
20
<PAGE>
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 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 AGREEMENT. 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
21
<PAGE>
base salary from the Company and the Bank at an initial annual rate of $600,000,
which will be reviewed annually by the Board of Directors of the Company. 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 imposed on
such plans by the Internal Revenue Code of 1986, as amended (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 of
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 of 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.
In the event that Mr. Messina is terminated for reasons other than for cause, or
in the event of his resignation from the Company or the Bank following one of
the events described above, the estimated value of the payments Mr. Messina will
receive under the Company Employment Agreement is approximately $ , not
including the value of vested and accrued benefits
22
<PAGE>
under the Bank's and the Company's compensation and benefits plans that would be
payable regardless of the reason for Mr. Messina's termination or the value of
the golden parachute excise tax indemnification payment (if any) if termination
occurs upon or following a Change of Control.
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 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 ownership or control, the Bank and the Company have entered into
separate 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 Change in Control 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 Change in
Control 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. The estimated value of
the Change in Control Agreements in the event of the executives' termination of
employment following a Change in Control is approximately $ , $ ,
$ and $ for Messrs. Jennings, Seery and Ricca and Ms. Califano,
respectively, not including the value of
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<PAGE>
vested and accrued benefits under the Bank's and the Company's compensation and
benefits plans that would be payable regardless of the reason for the
executives' termination or the value of the golden parachute excise tax
indemnification payment (if any) if termination occurs upon or following a
Change in Control.
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 for
Individual Grants Option Term
- ---------------------------------------------------------------------------------- -----------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base
Granted Fiscal Year Price Expiration
(#)(1) (%) ($/Sh) Date 5% ($) 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 in Control, as defined in the
1996 Stock Incentive Plan, the Named Executive Officer may, in lieu of
exercising an option, surrender such 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 in Control during the one year period ending on the date of the
Change in 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.
24
<PAGE>
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, 1999. Also reported are the values for
"in-the-money" options, which represent 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 Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs at
Options/SARs 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 options 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 participated in this program
and employees participating in the Retirement Plan when frozen have not been
credited with additional years of service.
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<PAGE>
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.
<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 maximum benefit permitted under Section 415 of the
Code increased to $135,000 for 2000. 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.
26
<PAGE>
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 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
Code.
EXECUTIVE SUPPLEMENTAL 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
27
<PAGE>
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 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the Exchange Act requires that the Company's directors and executive officers,
and any person holding more than ten percent of the Company's common stock, file
with the SEC reports of ownership and changes in ownership, and that such
individuals furnish the Company with copies of the reports.
Based solely on the Company's review of the copies of such reports that the
Company has received, or written representations from certain reporting persons,
the Company believes that all of its executive officers and directors complied
with all Section 16(a) filing requirements applicable to them.
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
28
<PAGE>
proxies. Information about principal occupations of directors and executive
officers is set forth under the section "Proposal 1 - Election of Directors -
Information with Respect to the 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 1 - Election of Directors -
Executive Compensation - Employment Agreement." Information about transactions
between the Company and directors and executive officers is set forth under the
section "Proposal 1 - 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 1 - Election of Directors - Information with Respect
to the 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.
Number of Shares
Name Purchased (Sold) Date of Transaction
---- ---------------- -------------------
George S. Worgul (4,000) 3/21/00
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
Hanif Dahya (2,500) 8/2/99
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 1,800 8/13/98
Philip S. Messina 200 8/12/98
Michael J. Levine 1,000 8/4/98
Hanif Dayha 3,000 7/9/98
29
<PAGE>
Hanif Dahya 2,000 07/8/98
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
30
<PAGE>
The following directors and executive officers each own one share
beneficially and of record of 10.50% Noncumulative Series A Preferred Stock of
Columbia Preferred Capital Corporation, a subsidiary of the Company: Philip S.
Messina, Msgr. Thomas J. Hartman, Robert M. Sprotte, Michael Fitzpatrick,
William J. Jennings II, George S. Worgul, Michael J. Levine, Thomas J. Seery,
Catherine Califano and Mark A. Ricca.
The following directors and executive officers, own shares beneficially and
of record of 10.25% Capital Securities of Haven Capital Trust II, a subsidiary
of the Company, as follows: William J. Jennings, II owns 15,000 shares; Robert
M. Sprotte owns 5,000 shares; and Philip S. Messina, Msgr. Thomas J. Hartman,
Michael J. Levine, Catherine Califano and Mark A. Ricca own 2,500 shares.
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.
31
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
PROPOSAL 3
ADJOURNMENT AUTHORIZATION
The Board of Directors seeks the authorization of the stockholders of the
Company to postpone or adjourn the Annual Meeting once called to order to
another time and/or place for the purpose of soliciting additional proxies, if
necessary (the "Adjournment Authorization"). The Company may seek such a
postponement or adjournment of the Annual Meeting in order to solicit additional
votes in favor of the Company's nominees for election as directors in the event
that such nominees have not received the requisite affirmative vote of
stockholders at the Annual Meeting.
The Adjournment Authorization 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 the Adjournment
Authorization.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADJOURNMENT AUTHORIZATION.
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. ss. 240.14a-8 of the Rules and Regulations under the Exchange Act.
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,
32
<PAGE>
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, it is the intention of the persons named in the accompanying
proxy to vote the shares 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,
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.
33
<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 Ellen Philip Associates, Inc. ("Ellen Philip
Associates"). 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 Ellen Philip Associates on a confidential basis. Ellen Philip
Associates 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 form, 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 below at the Annual Meeting of Stockholders to be held on May
17, 2000, and at any adjournment or postponement thereof.
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
[_] [_] [_]
3. Approval of the proposal to adjourn or postpone the Annual Meeting once
called to order to another time and/or place for the purpose of soliciting
additional proxies, if necessary.
FOR AGAINST ABSTAIN
[_] [_] [_]
I acknowledge that I have received from the Company prior to the execution of
this vote authorization form, 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 at 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.
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 Ellen Philip Associates, Inc. ("Ellen
Philip Associates") 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 Ellen Philip Associates 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
1
<PAGE>
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
VOTE AUTHORIZATION FORM
I, having signed this form, 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 below at the Annual Meeting of Stockholders to be held on May 17,
2000, and at any adjournment or postponement thereof.
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
[_] [_] [_]
3. Approval of the proposal to adjourn or postpone the Annual Meeting once
called to order to another time and/or place for the purpose of soliciting
additional proxies, if necessary.
FOR AGAINST ABSTAIN
[_] [_] [_]
I acknowledge that I have received from the Company prior to the execution of
this vote authorization form, 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.
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 Ellen Philip Associates ("Ellen Philip
Associates"). 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 Ellen Philip Associates 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
1
<PAGE>
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
VOTE AUTHORIZATION FORM
I, having signed this form, 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 at 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 below.
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
[_] [_] [_]
3. Approval of the proposal to adjourn or postpone the Annual Meeting once
called to order to another time and/or place for the purpose of soliciting
additional proxies, if necessary.
FOR AGAINST ABSTAIN
[_] [_] [_]
I acknowledge that I have received from the Company prior to the execution of
this vote authorization form, 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.
<PAGE>
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 at 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.
4
EXHIBIT 99.4
HAVEN BANCORP, INC.
REVOCABLE PROXY
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
9:00 a.m.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Mark A. Ricca and Patricia M. Schaubeck, or
either of them, with full power of substitution, to act as attorneys and proxies
for the undersigned, and to vote all shares of Common Stock of Haven Bancorp,
Inc. which the undersigned is entitled to vote only at the Annual Meeting of
Stockholders, to be held on May 17, 2000, at 9:00 a.m., at the Huntingtun
Hilton, 598 Broadhollow Road, Melville, New York, and at any adjournment or
postponement thereof. The undersigned hereby revokes all prior proxies.
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 such manner as shall be determined by a majority of
the Board of Directors. At the present time, the Board of Directors knows of no
other business to be presented at the Annual Meeting.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
1
<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
[_] [_] [_]
3. Approval of the proposal to adjourn or postpone the Annual Meeting once
called to order to another time and/or place for the purpose of soliciting
additional proxies, if necessary.
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.
2
<PAGE>
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.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
3
