CUSIP No. 419352-10-9 Page 1 of 26 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 4
HAVEN BANCORP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
419352-10-9
(CUSIP Number)
Phillip M. Goldberg
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-2549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 19, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No. 419352-10-9 Page 2 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 545,200 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
545,200 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
569,700 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.3%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 419352-10-9 Page 3 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Financial Edge - Strategic Fund, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 545,200 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
545,200 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
569,700 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.3%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 419352-10-9 Page 4 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
PL Capital, LLC
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 545,200 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
545,200 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
569,700 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.3%
14 Type of Reporting Person
PN
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CUSIP No. 419352-10-9 Page 5 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
John W. Palmer
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
6,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 545,200 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 6,000 shares
10 Shared Dispositive Power
545,200 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
569,700 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.3%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 6 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Lashley
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
5,500 shares
Number of
Shares 8 Shared Voting Power
Beneficially 545,200 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 5,500 shares
10 Shared Dispositive Power
545,200 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
569,700 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.3%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 7 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Irving Smokler
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 95,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
95,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
569,700 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.3%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 8 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Beth Lashley
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 3,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
3,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
569,700 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.3%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 9 of 26 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Garrett Goodbody
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
7 Sole Voting Power
10,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 10,000 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
569,700 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.3%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 419352-10-9 Page 10 of 26 Pages
This is Amendment No. 4 to a Schedule 13D filed jointly by Financial
Edge Fund, L.P., a Delaware limited partnership ("Financial Edge Fund"),
Financial Edge - Strategic Fund, L.P., a Delaware limited partnership
("Financial Edge Strategic"), PL Capital, LLC ("PL Capital"), Irving Smokler,
John W. Palmer, Richard J. Lashley, Beth Lashley and Garrett Goodbody on August
26, 1999 (as earlier amended, the "Original 13D"). All of the filers of this
Amendment are collectively the "Group."
This Schedule 13D relates to the common stock, $.01 par value ("Common
Stock"), of Haven Bancorp, Inc. (the "Issuer"). The address of the principal
executive offices of the Issuer is 615 Merrick Avenue, Westbury, New York 11590.
The joint filing agreement of the members of the Group is attached as Exhibit 1.
The following items in the Original 13D are amended to read in their entirety as
follows:
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by Financial Edge Fund to acquire
the 410,800 shares of Common Stock it holds in its name is $6,742,385. Such
funds were provided in part from Financial Edge Fund's available capital and,
from time to time, in part by margin account loans from subsidiaries of The Bear
Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of
business.
The amount of funds expended to date by Financial Edge Strategic to
acquire the 39,400 shares of Common Stock it holds in its name is $557,785. Such
funds were provided in part from Financial Edge Strategic's available capital
and, from time to time, in part by margin account loans from subsidiaries of
Bear Stearns, extended in the ordinary course of business.
The amount of funds expended to date by Mr. Palmer to acquire the
6,000 shares of Common Stock he holds in his name is $77,200. Such funds were
provided from Mr. Palmer's personal funds.
The amount of funds expended to date by Mr. Lashley to acquire the
5,500 shares of Common Stock he holds in his name (including shares held in a
joint account with his wife, Beth Lashley, and those held in a custodian account
for Mr. Lashley's minor daughter) is $76,475. Such funds were provided from
personal funds.
The amount of funds expended to date by Dr. Smokler to acquire the
95,000 shares he holds in his name is $1,405,400. Such funds were provided in
part from Dr. Smokler's personal funds and, from time to time, in part by margin
account loans from subsidiaries of Bear Stearns, extended in the ordinary course
of business.
The amount of funds expended to date by Ms. Lashley to acquire the
3,000 shares of Common Stock she holds in her name is $37,900. Such funds were
provided from Ms. Lashley's IRA account held at Bear Stearns.
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CUSIP No. 419352-10-9 Page 11 of 26 Pages
The amount of funds expended to date by Mr. Goodbody to acquire the
10,000 shares he holds in his name is $148,400. Such funds were provided in part
from Mr. Goodbody's personal funds.
All purchases of Common Stock made by members of the Group using funds
borrowed from Bear Stearns, if any, were made in margin transactions on Bear
Stearns' usual terms and conditions. All or part of the shares of Common Stock
owned by members of the Group may from time to time be pledged with one or more
banking institutions or brokerage firms as collateral for loans made by such
entities to members of the Group. Such loans generally bear interest at a rate
based upon the broker's call rate from time to time in effect. Such
indebtedness, if any, may be refinanced with other banks or broker-dealers.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by
Members of the Group is to profit from appreciation in the market price of the
Common Stock through the assertion of shareholder rights and influencing the
policies of the Issuer. Members of the Group have previously communicated to the
management and Board of Directors of the Issuer their concerns over the Issuer's
financial performance and prospects as a stand-alone entity in a competitive and
rapidly consolidating banking market. The Group has also encouraged the Issuer's
management and Board to take corrective action to maximize the value of the
Issuer's stock, including seeking the sale of the Issuer to a larger banking
organization.
In connection with those efforts, on several occasions Members of the
Group have requested to meet with the senior management and Board of Directors
of the Issuer. At the written invitation of the Issuer's Board (a copy of which
is attached as Exhibit 8), on September 28, 1999, Messrs. Lashley and Palmer met
at the Issuer's headquarters with Mr. Philip Messina, Chairman and Chief
Executive Officer, Mr. William Jennings, Executive Vice President, and Mr. Mark
Ricca, Senior Vice President and General Counsel of the Issuer. During that
meeting, Mr. Messina and the other representatives of the Issuer declined to
answer any questions or engage in any substantive discussion of the Group's
concerns or Haven's prospects. Despite this, Messrs. Lashley and Palmer
reiterated their concerns over the financial and operating performance of Haven
and its prospects as an independent entity. At that meeting Messrs. Lashley and
Palmer also stated that: (1) they believed the Issuer's Board should immediately
engage an investment banking firm and (2) the investment banking firm should be
given a mandate to seek the highest bid for the Issuer through an orderly sale
to a larger banking organization.
At the September 28th meeting, Mr. Lashley delivered to the Issuer a
written request for the Issuer's most recent shareholder list and other related
items, a copy of which is attached as Exhibit 9.
On September 7, 1999 Messrs. Lashley and Palmer sent a letter to the
Issuer's five outside Board Members, a copy of which is attached as Exhibit 10.
The letter noted that the Board of the Issuer was scheduled to vote, at its next
scheduled meeting at the end of
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CUSIP No. 419352-10-9 Page 12 of 26 Pages
September, on the extension of CEO Philip Messina's current employment agreement
from September 23, 2001, to September 23, 2002. The letter recommended that the
Board consider the financial and operating performance of Haven under Mr.
Messina's leadership as the basis for renewing or denying Mr. Messina's contract
extension. The letter also suggested that the Board engage outside industry
experts (e.g., an investment banking and appraisal firm) to assist the Board in
its review. The letter also stated that, in the opinion of Messrs. Lashley and
Palmer, if the Board did an objective review of the Issuer's performance under
Mr. Messina, it would not extend Mr. Messina's contract to September 23, 2002.
In response to the September 7th letter noted above, Messrs. Lashley
and Palmer received, via telefax on September 27, 1999, a letter dated September
22, 1999, signed by the Issuer's five outside Board Members, a copy of which is
attached as Exhibit 11. As of the date of this filing, the Members of the Group
have not been able to ascertain what actions the Issuer's Board took with
respect to the extension of Mr. Messina's contract or whether the Issuer has
engaged an investment banking firm or other experts.
On November 2, 1999, Messrs. Lashley and Palmer sent a letter to the
Issuer's five outside Board Members, a copy of which is attached as Exhibit 12.
The letter discussed the Issuer's recently released third quarter results and
the Group's disappointment with those results, as well as the Group's other
concerns and problems with the Issuer's performance.
On December 23, 1999, Messrs. Lashley and Palmer sent a letter to the
Issuer's Board of Directors, stating their opposition to the recently announced
expansion of the Issuer's Board by two directors. A copy of the letter is
attached as Exhibit 13.
In a letter dated January 19, 2000, Richard Lashley, in compliance
with the Issuer's By-Laws, submitted to the Issuer a notice of intent to
nominate Messrs. Lashley and Goodbody for election at the 2000 Annual Meeting of
Stockholders of the Issuer. A copy of that letter is attached as Exhibit 14.
On February 3, 2000, Messrs. Lashley, Palmer and Goodbody met with six
members of the Issuer's Board of Directors. At that meeting, William Jennings,
the Issuer's President and a member of the Issuer's Board of Directors,
described the Issuer's plans for 2000 and beyond. The plans focused on continued
growth of the supermarket banking franchise and recent additions to the ranks of
senior and middle management, with minimal emphasis on the traditional branch
franchise. The representatives of the Group reiterated their concerns over the
Issuer's past performance and their view that the Issuer's supermarket strategy
is flawed. They noted their belief that supermarket banking is not effective
without a large number of traditional branches (and name recognition) to support
the supermarket branches. The representatives of the Group also stated their
belief that the Issuer's $1.2 billion traditional branch deposit franchise is
the most valuable part of the Issuer's franchise, not the supermarket banking
franchise. In addition, they reiterated the Group's concerns over the Issuer's
excessive overhead expenses relative to its peer group and recommended that the
Issuer's Board of Directors seek the sale of the Issuer to a larger, more
efficient banking organization.
<PAGE>
CUSIP No. 419352-10-9 Page 13 of 26 Pages
By letter dated February 17, 2000, Mr. Lashley requested the Issuer's
most recent shareholder list and other related items, a copy of which is
attached as Exhibit 15.
Members of the Group may engage in a variety of actions in connection
with such nomination. Without limitation, Messrs. Palmer, Lashley and Goodbody
and other members of the Group may both (a) communicate and discuss their views
on the Issuer and election of directors to the Board with other shareholders and
(b) solicit proxies or written consents from other shareholders of the Issuer
with respect to election of their Board nominees or other proposals for
shareholder action. In addition, members of the Group may (1) contact financial
institutions that may have an interest in acquiring Haven and (2) make proposals
to the Issuer's Board and management (including with regard to a possible sale
of the Issuer).
Members of the Group may make further purchases of shares of Common
Stock. Members of the Group may dispose of any or all the shares of Common Stock
held by them, although they have no current intention to do so. Except as noted
in this Schedule 13D, no member of the Group has any plans or proposals, which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any
time and from time to time, review or reconsider their positions and formulate
plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
The percentages used in this Schedule 13D are calculated based upon
the number of outstanding shares of Common Stock, 9,000,237, reported as the
number of outstanding shares as of December 31, 1999 on a Schedule 13G filed on
February 15, 2000 by the Employee Stock Ownership Plan of CFS Bank. All
purchases and sales of Common Stock reported herein were made in open market
transactions on the Nasdaq National Market System.
(A) Financial Edge Fund
(a) Aggregate number of shares beneficially owned: 569,700
Percentage: 6.3%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 545,200
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 545,200
(c) The Fund has made the following purchases of Common Stock since the
Original 13D.
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
1/20/00 3,000 13.43 40,300
- --------------------------------------------------------------------------------
1/20/00 2,000 13.44 26,875
- --------------------------------------------------------------------------------
2/16/00 4,100 12.40 50,834
- --------------------------------------------------------------------------------
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CUSIP No. 419352-10-9 Page 14 of 26 Pages
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley
have the power to direct the affairs of Financial Edge Fund, including
the voting and disposition of shares of Common Stock held in the name
of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are
deemed to share voting and disposition power with Financial Edge Fund
with regard to those shares of Common Stock.
(B) Financial Edge Strategic
(a) Aggregate number of shares beneficially owned: 569,700
Percentage: 6.3%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 545,200
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 545,200
(c) The Financial Edge Strategic Fund has made the following purchases of
Common Stock since the Original 13D.
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
1/31/00 7,500 12.82 96,119
- --------------------------------------------------------------------------------
(d) Because they are the Managing Members of PL Capital, which is the
general partner of Financial Edge Strategic, Mr. Palmer and Mr.
Lashley have the power to direct the affairs of Financial Edge
Strategic, including the voting and disposition of shares of Common
Stock held in the name of Financial Edge Strategic. Therefore, Mr.
Palmer and Mr. Lashley are deemed to share voting and disposition
power with Financial Edge Strategic with regard to those shares of
Common Stock.
(C) PL Capital
(a) Aggregate number of shares beneficially owned: 569,700
Percentage: 6.3%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 545,200
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 545,200
(c) PL Capital has made no purchases of Common Stock since the Original
13D.
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CUSIP No. 419352-10-9 Page 15 of 26 Pages
(d) Because they are the Managing Members of PL Capital, Mr. Palmer and
Mr. Lashley have the power to direct the affairs of PL Capital. PL
Capital is the general partner of Financial Edge Fund and Financial
Edge Strategic. Therefore, PL Capital may be deemed to share with Mr.
Palmer and Mr. Lashley voting and disposition power with regard to the
shares of Common Stock held by Financial Edge Fund and Financial Edge
Strategic.
(D) Mr. John Palmer
(a) Aggregate number of shares beneficially owned: 569,700
Percentage: 6.3%
(b) 1. Sole power to vote or to direct vote: 6,000
2. Shared power to vote or to direct vote: 545,200
3. Sole power to dispose or to direct the disposition: 6,000
4. Shared power to dispose or to direct disposition: 545,200
(c) Mr. Palmer has made no purchases or sales since the Original 13D.
(E) Mr. Richard Lashley
(a) Aggregate number of shares beneficially owned: 569,700
Percentage: 6.3%
(b) 1. Sole power to vote or to direct vote: 5,500
2. Shared power to vote or to direct vote: 545,200
3. Sole power to dispose or to direct the disposition: 5,500
4. Shared power to dispose or to direct disposition: 545,200
(c) Mr. Lashley has made no purchases or sales since the Original 13D.
(F) Dr. Irving Smokler
(a) Aggregate number of shares beneficially owned: 569,700
Percentage: 6.3%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 95,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 95,000
(c) Dr. Smokler has made the following purchases of Common Stock since the
Original 13D.
- --------------------------------------------------------------------------------
Date Number of Shares Price Per Share($) Total Price($)
- --------------------------------------------------------------------------------
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CUSIP No. 419352-10-9 Page 16 of 26 Pages
- --------------------------------------------------------------------------------
1/26/00 5,000 13.35 66,753
- --------------------------------------------------------------------------------
(d) Pursuant to an Operating Agreement dated April 29, 1999 between Dr.
Smokler and PL Capital, Dr. Smokler has made certain agreements
regarding Common Stock with PL Capital and its managing members, Mr.
Palmer and Mr. Lashley. Because of this arrangement, PL Capital and
its managing members are deemed to share voting and disposition power
with Dr. Smokler with regard to those shares of Common Stock.
(G) Ms. Beth Lashley
(a) Aggregate number of shares beneficially owned: 569,700
Percentage: 6.3%
(b) 1. Sole power to vote or to direct vote: 0
2. Shared power to vote or to direct vote: 3,000
3. Sole power to dispose or to direct the disposition: 0
4. Shared power to dispose or to direct disposition: 3,000
(c) Ms. Lashley has made no purchases or sales since the Original 13D.
(d) Ms. Lashley shares with Mr. Lashley the power to direct the
disposition of the shares of Common Stock beneficially owned by Ms.
Lashley, pursuant to a trading authorization granted by Ms. Lashley to
Mr. Lashley for her account with Bear Stearns, under that company's
usual terms and conditions.
(H) Mr. Garrett Goodbody
(a) Aggregate number of shares beneficially owned: 569,700
Percentage: 6.3%
(b) 1. Sole power to vote or to direct vote: 10,000
2. Shared power to vote or to direct vote: 0
3. Sole power to dispose or to direct the disposition: 10,000
4. Shared power to dispose or to direct disposition: 0
(c) Mr. Goodbody has made no purchases or sales since the Original 13D.
Item 7. Material to be Filed as Exhibits
No. Description
--- -----------
1 Joint Filing Agreement.
2 Letter from Mr. Lashley to Issuer, dated June 16, 1999.*
3 Letter from Issuer to Mr. Lashley, dated June 28, 1999.*
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CUSIP No. 419352-10-9 Page 17 of 26 Pages
4 Letter from Messrs. Lashley and Palmer to Issuer, dated July 28,
1999.*
5 Letter from Issuer to PL Capital, LLC, dated July 30, 1999.*
6 Letter from Messrs. Lashley and Palmer to Issuer, dated August 16,
1999.*
7 Letter from Messrs. Lashley and Palmer to Issuer, dated August 30,
1999.*
8 Letter from Issuer to Messrs. Lashley and Palmer, dated September 10,
1999.*
9 Letter from Mr. Lashley to Issuer, dated September 27, 1999.*
10 Letter from Messrs. Lashley and Palmer to Issuer, dated September 7,
1999.*
11 Letter from Issuer to Messrs. Lashley and Palmer, dated September 22,
1999.*
12 Letter from Messrs. Lashley and Palmer to the Issuer's outside
directors, dated November 2, 1999.*
13 Letter from Messrs. Lashley and Palmer to the Issuer's Board of
Directors, dated December 23, 1999.*
14 Letter from Richard Lashley to the Issuer, dated January 19, 2000.*
15 Letter from Richard Lashley to the Issuer, dated February 17, 2000.
- --------------------
*Filed as part of the Original 13D.
<PAGE>
CUSIP No. 419352-10-9 Page 18 of 26 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 23, 2000
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer By: /s/ Richard Lashley
John Palmer Richard Lashley
By: /s/ Irving Smokler By: /s/ Beth Lashley
Dr. Irving Smokler Beth Lashley
By: /s/ Garrett Goodbody
Garrett Goodbody
<PAGE>
CUSIP No. 419352-10-9 Page 19 of 26 Pages
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
CUSIP No. 419352-10-9 Page 20 of 26 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that the Schedule 13D to which this
Joint Filing Agreement is being filed as an exhibit shall be a joint statement
filed on behalf of each of the undersigned.
Date: February 23, 2000
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
FINANCIAL EDGE - STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
By: /s/ John Palmer By: /s/ Richard Lashley
John Palmer Richard Lashley
By: /s/ Irving Smokler By: /s/ Beth Lashley
Dr. Irving Smokler Beth Lashley
By: /s/ Garrett Goodbody
Garrett Goodbody
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CUSIP No. 419352-10-9 Page 21 of 26 Pages
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
CUSIP No. 419352-10-9 Page 22 of 26 Pages
EXHIBIT 15
[ON LETTERHEAD]
February 17, 2000
Mr. Philip Messina
Chairman and CEO
Haven Bancorp, Inc.
615 Merrick Avenue
Westbury, NY 11590
Re: Demand For Stock Ledger, Stockholder List and Books and Records
Dear Mr. Messina:
Pursuant to the applicable provisions of Delaware law, the undersigned
hereby demands an opportunity to inspect during normal business hours the stock
ledger, current list of the stockholders (in alphabetical order, setting forth
the name and address of each stockholder and the number of shares registered in
the name of each such stockholder, as of the most recent date available), and
books and records of Haven Bancorp, Inc. ("Haven"), and an opportunity to make
copies of or extracts from such documents. I hereby certify to Haven that I am
the record owner of 500 shares of common stock of Haven, as evidenced by the
enclosed copy of stock certificate # HB 002712.
In connection with the foregoing demand, I further demand the
opportunity to inspect and copy the following, updated as of the date of this
letter, all of which should be in the possession of Haven or one of its agents:
1. All daily stock transfer sheets showing changes in the stockholder list
referred to in the preceding paragraph which are in or come into the
possession of Haven or the transfer agent(s) for the common stock of Haven
beginning the day following the date of such list.
2. All information in Haven's possession and/or subject to its direction or
control and/or which can be obtained from nominees of any central
depository system relating to the breakdown of all brokerage and financial
institutions holding shares for their customers in street name and a
breakdown of holdings which appear on the corporate stock ledger under the
names of any central depository system (e.g., Cede & Co.).
3. A list of the names, addresses and securities positions of non-objecting
beneficial owners and acquiescing beneficial owners obtained by Haven from
brokers and dealers pursuant to the applicable rules promulgated under the
Securities Exchange Act of
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CUSIP No. 419352-10-9 Page 23 of 26 Pages
1934, as amended. If such list is not available as of a recent date, such
list should be requested.
4. A list of the names and addresses of employee participants in any stock
ownership plan of Haven as of the date of the stockholder list.
5. The Pershing/DLJ omnibus proxy list.
6. The Philadep omnibus proxy list.
7. Any other omnibus proxies produced by ADP for client banks or brokers,
listing among other things any respondent positions.
8. Any omnibus proxy produced by Bank of New York, or any other bank or
broker, listing among other things any respondent positions.
9. Any record date information provided by ADP relative to shares held for
their clients, and the number of holders at each of their client firms
holding shares of Haven.
10. All minutes or other records of any meeting or any action or discussion at
any meeting of the Board of Directors or a committee of the Board of
Directors relating in any way to the election of directors at the 2000
Annual Meeting of Stockholders (including, without limitation, any
recommendations or communications to or from stockholders regarding
director nominations or election of directors).
11. Financial records of Haven, CFS Bank and all other subsidiaries, including
the most recent month end general ledger and consolidating financial
statement schedules.
12. All documents constituting, referring to or relating to any amendments to
the Bylaws or Articles of Incorporation of Haven proposed or approved
within the past two years.
I further demand that modifications of, additions to or deletions
from, any and all information referenced above subsequent to the date of the
stockholder list referred to above be furnished to me as and when the same
becomes available to Haven or its agents or representatives. In the event any or
all of the information encompassed by this demand is available in the form of
computer tape or other medium suitable for use by computer or word processor, I
demand inspection and copying of such computer tape or other medium as well as
any program, software, manual or other instructions necessary for the practical
use of such information.
Foley & Lardner, which is acting as my counsel, or my designated
agent, is authorized to make the above-referenced inspection and receive copies
on my behalf pursuant to the Power of Attorney attached hereto.
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CUSIP No. 419352-10-9 Page 24 of 26 Pages
I will bear the reasonable costs incurred by Haven (including those of
its transfer agent(s)) in connection with the production of the information with
regard to which demand is made herein.
The purposes for requesting such inspection and copying are to
communicate with stockholders regarding the opportunities for Haven to maximize
stockholder value (including, without limitation, the pursuit of a possible
business combination) and to facilitate a possible solicitation of proxies in
connection with the 2000 Annual Meeting of Stockholders.
Under applicable Delaware law, Haven is required to respond to this
request within five (5) business days after receiving this letter. Please advise
my counsel, Phillip M. Goldberg of Foley & Lardner, One IBM Plaza, 330 N. Wabash
Avenue, Chicago, Illinois 60611-3608 (telephone number: 312-755-1900) as to when
the items sought will be made available, and in what form.
Very truly yours,
/s/ Richard J. Lashley
Richard J. Lashley
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CUSIP No. 419352-10-9 Page 25 of 26 Pages
STATE OF NEW JERSEY )
COUNTY OF MORRIS ) ss:
)
Richard J. Lashley, having been first duly sworn according to law, did
depose, swear and say that he is authorized to execute the foregoing Demand for
Stock Ledger, Stockholder List and Books and Records and to make the demands,
designations, authorizations and representations contained therein, and that the
matters contained in the foregoing Demand for Stock Ledger, Stockholder List and
Books and Records are true and correct.
Sworn to and subscribed before me by Richard J. Lashley this 17th day of
February, 2000.
Monica C. Aneiros
Notary Public
My Commission Expires: 10-16-03
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CUSIP No. 419352-10-9 Page 26 of 26 Pages
STATE OF NEW JERSEY )
COUNTY OF MORRIS ) ss:
)
I, Richard J. Lashley, do hereby make, constitute and appoint the law
firm of Foley & Lardner, or any of its designated agents, to act on my behalf,
to inspect and receive copies of the stockholder records of Haven Bancorp, Inc.
requested in the accompanying demand.
By: /s/ Richard J. Lashley
Richard J. Lashley
Sworn to and subscribed before me
this 17th day of February, 2000.
Monica C. Aneiros
Notary Public
My Commission Expires: 10-16-03
