SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 27, 2000
QUEENS COUNTY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22278 06-1377322
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
38-25 Main Street
Flushing, NY 11354
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 359-6400
N/A
(Former name or former address, if changed since last report)
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Queens County Bancorp, Inc., a Delaware corporation ("Queens County"),
announced on June 27, 2000 that it had entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Haven Bancorp, Inc., a Delaware corporation
("Haven"), pursuant to which Haven will be merged with and into Queens County
(the "Merger") with Queens County as the corporation surviving in the Merger.
Under the terms of the Merger Agreement, each share of common stock,
par value $0.01 per share, of Haven ("Haven Common Stock") outstanding at the
effective time of the Merger will be converted into 1.04 shares of common stock,
par value $0.01 per share, of Queens County ("Queens County Common Stock"). The
Merger is subject to various conditions, including adoption of the Merger
Agreement by the stockholders of each of Queens County and Haven and the receipt
of required regulatory approvals. The Merger is intended to qualify as a
reorganization under the Internal Revenue Code of 1986, as amended.
In connection with the Merger Agreement, Queens County and Haven
entered into a stock option agreement, dated as of June 27, 2000 (the "Stock
Option Agreement") pursuant to which Queens County has the right, under certain
circumstances, to purchase up to 19.9% of the issued and outstanding shares of
Haven Common Stock at a price per share equal to the last reported sale price
per share of Haven Common Stock as reported on the National Association of
Securities Dealers Composite Transactions Tape on June 28, 2000.
The preceding is qualified in its entirety by reference to the Merger
Agreement and the Stock Option Agreement, each of which is attached hereto as an
Exhibit and each of which is incorporated herein by reference.
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Item 7. Exhibits.
2 Agreement and Plan of Merger by and between Queens County and Haven,
dated as of June 27, 2000.
10.1 Stock Option Agreement by and between Queens County and Haven,
dated as of June 27, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Queens County Bancorp, Inc.
By: /s/ Joseph R. Ficalora
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Name: Joseph R. Ficalora
Title: Chairman, President and
Chief Executive Officer
Date: June 30, 2000
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