-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RlJD4b03jUC2aWEk6A2RM6ve/voXIYLBwbK+qQ0cVoX/0/Xs1yOXq7HsDBp3LVko i91mBTDskrbYwi4jDi1OnA== 0000950172-96-000459.txt : 19960802 0000950172-96-000459.hdr.sgml : 19960802 ACCESSION NUMBER: 0000950172-96-000459 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960801 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAVEN BANCORP INC CENTRAL INDEX KEY: 0000900741 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113153802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42947 FILM NUMBER: 96602320 BUSINESS ADDRESS: STREET 1: 93 22 JAMAICA AVE CITY: WOODHAVEN STATE: NY ZIP: 11421 BUSINESS PHONE: 7188477041 MAIL ADDRESS: STREET 1: 93 22 JAMAICA AVE CITY: WOODHAVEN STATE: NY ZIP: 11421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH FORK BANCORPORATION INC CENTRAL INDEX KEY: 0000352510 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363154608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5162985000 MAIL ADDRESS: STREET 1: 275 BROAD HOLLOW RD STREET 2: PO BOX 8914 CITY: MELVILLE STATE: NY ZIP: 11747 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 Haven Bancorp, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) (CUSIP Number) 419352109 Daniel M. Healy Executive Vice President and Chief Financial Officer North Fork Bancorporation, Inc. 275 Broad Hollow Road Melville, New York 11747 (516) 844-1004 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: William S. Rubenstein, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-2642 July 30, 1996 (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: [ ] Check the following box if a fee is being paid with this statement: [ ] CUSIP No. 419352109 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: North Fork Bancorporation, Inc. I.R.S. Identification No. 36-3154608 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: 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: State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 34,000 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 34,000 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14. TYPE OF REPORTING PERSON CO This Amendment No. 2 amends and supplements the Schedule 13D, dated May 30, 1996, as amended by Amendment No. 1, dated June 26, 1996 (the "Schedule 13D"), filed on behalf on North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"). Capitalized terms used herein without definition have the meanings ascribed to them in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended to include the following: Item 4. Purpose of Transaction. Despite repeated efforts by North Fork to enter into discussions with Haven Bancorp, Inc. (the "Company") with respect to a possible business combination between the two entities and despite North Fork's continued belief that such a business combination could provide enhanced value to North Fork and the Company and their respective stockholders, the Company has refused to meet with representatives of North Fork to explore the parameters of such a combination and the potential value it could bring. Based on this unwillingness to meet on the part of the Company, North Fork has determined that the Common Stock no longer represents an attractive investment to it and has therefore decided to sell shares of the Common Stock. As more fully described in Item 5 below, on July 30, 1996 and July 31, 1996, North Fork sold in open market transactions 180,000 shares of the Common Stock. In connection with such sales, North Fork will withdraw the notice it previously filed with the Federal Reserve under Section 4(c)(8) of the Bank Holding Company Act of 1956, and the relevant portions of Regulation Y promulgated thereunder, of its intention to acquire up to 9.9% of the outstanding voting shares of the Company, and to thereby indirectly acquire an interest in the Company's wholly owned subsidiary savings bank, Columbia Federal Savings Bank and its wholly owned subsidiaries. Further, in connection with such withdrawal, North Fork will not be bound by the commitments previously described in Amendment No. 1 to the Schedule 13D. Item 5 of the Schedule 13D is hereby amended to include the following: Item 5. Interest in Securities of the Issuer. (a)-(b) By reason of its recent sales of Common Stock, North Fork has sole voting and dispositive power with respect to 34,000 shares, or less than 1%, of the issued and outstanding shares, of Common Stock. To the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, owns any Common Stock. (c) The following sales of Common Stock were effected by North Fork during the past 60 days: Trade Number of Price Per Date Shares Share 7/30/96 150,000 $28.6875 7/31/96 30,000 $28.75 The foregoing sales were accomplished through brokerage transactions effected through The Nasdaq National Market. Except as set forth above, neither North Fork nor, to the best of North Fork's knowledge, any of the individuals named in Schedule I hereto, has effected any transaction in the Common Stock during the past 60 days. (d) Inapplicable. (e) By virtue of the sales of Common Stock described above, North Fork ceased to be the owner of 5% of the Common Stock on July 30, 1996. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 1, 1996 NORTH FORK BANCORPORATION, INC. By: /s/ Daniel M. Healy Name: Daniel M. Healy Title: Chief Financial Officer and Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----