-----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, Rr5nYAAKnJbdBCsZpxdUu0JJQJYGrJZWhIJ+1YgTYngVwa4QqmpUGR49xRmMYTmw hPH9q9o9rq6YkE5Bg9vRUg== 0000882377-00-000264.txt : 20000412 0000882377-00-000264.hdr.sgml : 20000412 ACCESSION NUMBER: 0000882377-00-000264 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000410 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000411 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-21628 FILM NUMBER: 598566 BUSINESS ADDRESS: STREET 1: 615 MERRICK AVE CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5166838385 MAIL ADDRESS: STREET 1: 93 22 JAMAICA AVE CITY: WOODHAVEN STATE: NY ZIP: 11421 8-K 1 HAVEN BANCORP, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): April 11, 2000 HAVEN BANCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-21628 11-3153802 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 615 MERRICK AVENUE, WESTBURY, NEW YORK 11590 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (516) 683-4100 NOT APPLICABLE (Former name or former address, if changed since last report) ================================================================================ ITEMS 1 THROUGH 4. Not Applicable. ITEM 5. OTHER EVENTS. The Company and the PL Capital Group entered into an agreement, dated April 7, 2000 (the "Agreement"), which provides for a resolution of the dispute between the Company and the PL Capital Group concerning the appointment of Messrs. Richard Lashley ("Lashley") and Garrett Goodbody ("Goodbody") to the Board of Directors of the Company and the PL Capital Group's proxy solicitation in opposition to the Company's nominees for election to the Board of Directors at the Annual Meeting. The Agreement provides, among other things, that (1) each of Messrs. Lashley and Goodbody will be appointed to the Board of Directors of the Company and the Bank (Mr. Lashley to the class of directors that is up for election in 2002 and Mr. Goodbody to the class of directors that is up for election in 2001), and to the Special Committee of the Board of Directors of the Company that is working with Lehman Brothers Inc. to explore strategic alternatives for the Company, and one of Lashley and Goodbody will be appointed to the Loan, Audit, Finance, Compensation and Nomination Committees of the Company and the Bank; (2) Messrs. Lashley and Goodbody will be entitled to the compensation and benefits generally available to the directors of the Company and the Bank; (3) the Board of Directors of the Company shall nominate and support Mr. Goodbody for election to the Board in 2001 and Mr. Lashley for election to the Board in 2002, unless the PL Capital Group or any member thereof shall have submitted to the Company a nomination or a stockholder proposal that is not supported by the Company, or publicly supported such a nomination or proposal; (4) the PL Capital Group will withdraw its preliminary proxy materials filed with the SEC and terminate its proxy solicitation against the Company's nominees for election at the Annual Meeting and will vote all shares of the Company's Common Stock beneficially owned by its members for the Company's nominees for election and for the ratification of the appointment of the Company's independent auditors at the Annual Meeting; (5) the PL Capital Group will not make any statements, public or otherwise, in opposition to, or that would reflect negatively against, the Company, the Bank or any of their directors or officers, or institute litigation against or derivatively on behalf of the Company or the Bank, or any of their respective directors or officers, or provide any funds to, or otherwise support, any third party doing so, until the earlier of the last date for the submission of Board nominations or stockholder proposals for the 2001 Annual Meeting of Stockholders of the Company; and (6) the Company will reimburse the PL Capital Group for all costs and expenses incurred since July 1, 1999 in connection with its proposals for the nomination of Messrs. Lashley and Goodbody to the Board of Directors, or otherwise, up to $150,000. The Agreement will terminate if the Company ceases to exist by reason of merger, sale of assets, liquidation, exchange of shares, or otherwise, or if both Messrs. Lashley and Goodbody cease to be members of the Board of Directors of the Company. ITEM 6. Not Applicable ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) No financial statements are required to be filed with this report. (b) No Pro forma financial information is required to be filed with this report. (c) Exhibits The following Exhibits are filed as part of this report: 99.1 - Press Release dated April 11, 2000. 99.2 - Agreement dated April 7, 2000. ITEM 8. Not Applicable. ITEM 9. Not Applicable. 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. HAVEN BANCORP, INC. By: /s/ Catherine Califano ------------------------------ Catherine Califano Senior Vice President and Chief Financial Officer Dated: April 11, 2000 EXHIBIT INDEX EXHIBIT Description ------- ----------- 99.1 Press Release dated April 11, 2000. 99.2 Agreement dated April 7, 2000 EX-99.1 2 ADDITIONAL EXHIBITS EXHIBIT 99.1 [HAVEN BANCORP LOGO] PL CAPITAL GROUP C/O PL CAPITAL, LLC 2015 SPRING ROAD SUITE 290 OAK BROOK, IL 60523 FOR IMMEDIATE RELEASE: APRIL 10, 2000 CONTACT: For Haven Bancorp, Inc. - Catherine Califano, S.V.P./C.F.O., Haven Bancorp, Tel. (516) 683-4483 Annette Esposito, F.V.P./Communications Director, Haven Bancorp, Tel. (516) 683-4231 For PL Capital Group - Richard Lashley, Principal, Tel. (973) 635-1177 John W. Palmer, Principal, Tel. (630) 928-0231 HAVEN BANCORP AND PL CAPITAL GROUP RESOLVE THEIR DISPUTE RICHARD LASHLEY AND GARRETT GOODBODY JOIN HAVEN'S BOARD OF DIRECTORS Westbury, NY--Haven Bancorp, Inc. (Nasdaq: HAVN), the holding company for CFS Bank, and PL Capital Group (PL Capital) today announced the resolution of their dispute resulting in the appointment of Richard Lashley and Garrett Goodbody to the Boards of Directors of Haven and the Bank, which expand to include eleven members. PL Capital Group has withdrawn its proxy statement and agreed to vote their shares in favor of the Company's nominees for election to the Board of Directors at its Annual Stockholders' Meeting to be held May 17, 2000. Messrs. Lashley and Goodbody were appointed to the various committees of Haven and the Bank, and both will serve on the existing Special Committee of the Board of Directors formed to explore strategic alternatives for the Company. The Company will reimburse the PL Capital Group for all costs and expenses incurred in connection with the dispute. The announcement was made by Philip S. Messina, Chairman and Chief Executive Officer of Haven Bancorp/CFS Bank. "We are pleased that Messrs. Lashley and Goodbody have joined our Board of Directors, as we feel they will add a great deal of value to our Company and our shareholders," said Philip S. Messina, Chairman and Chief Executive Officer of Haven Bancorp/CFS Bank. "Their knowledge of the financial services industry adds another level of expertise to Haven Bancorp as we look forward to an exciting future for CFS Bank, our shareholders, our customers, and our employees," concluded Messina. Messrs. Lashley and Goodbody expressed their pleasure in joining Haven's Board and stated, "We are eager to work with the Haven Board of Directors and its management to develop strategies that will increase shareholder value". Richard Lashley is the co-founder and co-owner of PL Capital, an investment management and advisory firm which has been in existence since 1995. PL Capital is the general partner of the Financial Edge Fund, LP and the Financial Edge/Strategic Fund, LP, which invests primarily in thrifts, banks and other financial services companies. From 1984 to 1996, Lashley held various positions with KPMG Peat Marwick, the nation's largest professional services firm serving banks and thrifts. He has held several high-ranking positions with KPMG including Director of Financial Services Corporate Finance Practice and Assistant to the Director of National Banking and Finance Practice. He has extensive experience working with the Office of Thrift Supervision, Office of the Comptroller of the Currency, Securities and Exchange Commission, Financial Accounting Standards Board and the American Institute of Certified Public Accountants (AICPA). From 1992 through 1993, Lashley served as Assistant to the Chairman of the AICPA Savings Institution Committee in Washington. In the past seven years, Mr. Lashley has been a financial advisor in bank mergers with over $1.0 billion of value. Lashley holds a masters of business administration from Rutgers University and is a certified public accountant. Garrett Goodbody joins the Board of Directors with 29 years of global financial experience. He is currently managing partner of the international portfolio management and financial services firm of Goodbody Partners, LP. Since 1993, Mr. Goodbody has been an advisor in a series of critical international consulting engagements for leading financial institutions. From 1991 to 1993, Goodbody was president and CEO of New Milford Savings Bank. From 1985 to 1991, he served in various positions with Marine Midland Bank where he was ultimately Senior Executive Vice President for Corporate Lending. Previously, he served as regional president for all community banking activities in the Hudson Valley. Goodbody began his financial career in 1971 with Citibank, N.A., holding many international positions. Goodbody is a graduate of Yale College and Harvard Business School. Headquartered in Westbury, New York, Haven Bancorp, Inc. is the holding company for CFS Bank, a community-oriented institution offering deposit products, residential and commercial real estate loans and a full range of financial services including discount brokerage, mutual funds, annuities and insurance products through eight full-service banking offices and 62 supermarket branches located in New York City, Nassau, Suffolk, Rockland and Westchester counties, New Jersey and Connecticut. Haven provides auto, homeowners and business lines of insurance through its subsidiary, CFS Insurance Agency, Inc. The Bank's deposits are insured by the FDIC. STATEMENTS MADE HEREIN THAT ARE FORWARD-LOOKING IN NATURE WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THOSE RELATED TO OVERALL BUSINESS CONDITIONS, PARTICULARLY IN THE CONSUMER FINANCIAL SERVICES, MORTGAGE AND INSURANCE MARKETS IN WHICH HAVEN OPERATES, FISCAL AND MONETARY POLICY, COMPETITIVE PRODUCTS AND PRICING, CREDIT RISK MANAGEMENT, CHANGES IN REGULATIONS AFFECTING FINANCIAL INSTITUTIONS AND OTHER RISKS AND UNCERTAINTIES DISCUSSED IN HAVEN'S SEC FILINGS, INCLUDING ITS 1999 FORM 10-K. HAVEN DISCLAIMS ANY OBLIGATION TO PUBLICLY ANNOUNCE FUTURE EVENTS OR DEVELOPMENTS, WHICH MAY AFFECT THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN. EX-99.2 3 ADDITIONAL EXHIBITS EXHIBIT 99.2 AGREEMENT --------- THIS AGREEMENT ("Agreement"), dated the 7th day of April, 2000, is made by and between HAVEN BANCORP, INC., a Delaware corporation ("Haven"), and the PL Capital Group, which consists of PL Capital, LLC, Financial Edge Fund, LP, Financial Edge/Strategic Fund, LP, Dr. Irving Smokler, Richard Lashley ("Lashley"), Garrett Goodbody ("Goodbody"), John Palmer and Beth Lashley (collectively, the "PL Capital Group" and, individually, a "PL Capital Group Member"). RECITALS WHEREAS, Haven and the PL Capital Group have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and other good and valuable consideration, the parties hereto mutually agree as follows: 1. REPRESENTATIONS AND WARRANTIES OF PL CAPITAL GROUP AND THE PL CAPITAL GROUP MEMBERS. The PL Capital Group and the PL Capital Group Members hereby represent and warrant to Haven as follows: a. The PL Capital Group and the PL Capital Group Members have beneficial ownership of the number of shares set forth for each in the most recent preliminary proxy filing for the PL Capital Group and have full and complete authority to enter into this Agreement and to bind the entire number of shares of the capital stock of Haven in which they have, or have a right to acquire a beneficial ownership interest, to the terms of this Agreement and this Agreement constitutes a valid and binding agreement of the PL Capital Group and each PL Capital Group Member. b. There are no arrangements, agreements or understandings between the PL Capital Group (or any PL Capital Group Member) and Haven other than as set forth in this Agreement. 2. REPRESENTATIONS AND WARRANTIES OF HAVEN. Haven hereby represents and warrants to the PL Capital Group and to each PL Capital Group Member, as follows: a. Haven has full power and authority to enter into and perform its obligations under this Agreement, and the execution and delivery of this Agreement by Haven has been duly authorized by the Board of Directors of Haven and requires no other Board of Directors or stockholder action. This Agreement constitutes a valid and binding obligation of Haven and the performance of its terms does not constitute a violation of its certificate of incorporation or by-laws. b. There are no arrangements, agreements or understandings between the PL Capital Group (or any PL Capital Group Member) and Haven other than as set forth in this Agreement. 3. DIRECTORSHIPS AND COMMITTEES. Each of Lashley and Goodbody shall be appointed to the Board of Directors of Haven and the Board of Directors of CFS Bank (the "Bank"). Goodbody shall be appointed to the Class of Directors that is up for election in 2001, and Lashley shall be appointed to the Class of Directors that is up for election in 2002. Not later than April 10, 2000, Haven shall take all necessary action, including the amendment of the by-laws of Haven by the Board of Directors, as may be required to permit such appointments. a. For so long as Lashley and Goodbody are members of the Board of Directors of Haven and the Bank, Lashley and Goodbody shall be appointed to and be a member of the Special Committee of the Board of Directors of Haven, currently consisting of Messrs. Michael A. McManus, Jr., Hanif Dahya and Robert M. Sprotte, that is working with Lehman Brothers Inc. to explore strategic alternatives for Haven. b. For so long as Lashley and Goodbody are members of the Board of Directors of Haven and the Bank, one of Lashley and Goodbody shall be appointed to and be members of each of the following Committees of the Board of Directors of Haven and of the Bank: Loan, Audit, Finance, Compensation and Nomination. c. Lashley and Goodbody shall be entitled to receive the compensation and benefits generally available to directors of Haven and the Bank. 4. DIRECTORSHIPS IN 2001 AND 2002. The Board of Directors of Haven shall nominate and support Goodbody for election to the Board of Directors of Haven in 2001 and Lashley for election to the Board of Directors of Haven in 2002, unless the PL Capital Group or any PL Capital Group Member shall have submitted a nomination to Haven not supported by management for the 2001 or 2002 Annual Meetings of Stockholders, respectively, or a shareholder proposal not supported by management, or publicly supported a nomination or shareholder proposal for such meetings not supported by management. 5. VOTING AT 2000 ANNUAL MEETING OF STOCKHOLDERS. The PL Capital Group shall vote all of the shares of Haven common stock beneficially owned by its members for each of Haven's nominees for election and for the ratification of the appointment of Haven's independent auditors at the 2000 Annual Meeting of Stockholders of Haven. 6. PL CAPITAL GROUP WITHDRAWAL OF PROXY MATERIALS. Promptly upon the execution and delivery of this Agreement, the PL Capital Group shall take all necessary action to withdraw its preliminary proxy materials that have been filed with the Securities and Exchange Commission ("SEC") and all action necessary to terminate its proxy solicitation in connection with Haven's 2000 Annual Meeting of Stockholders. 7. PUBLICITY. Promptly upon the execution and delivery of this Agreement, each of the parties shall issue a joint press release disclosing the terms and provisions of this Agreement and the 2 support of PL Capital of Haven's nominees at the 2000 Annual Meeting of Stockholders, which respective press release shall be subject to the prior review and comment of the other party. During the term of this Agreement, no party to this Agreement shall cause, discuss, cooperate or otherwise aid in the preparation of any press release or other publicity concerning any other party to this Agreement or its operations without prior approval of such other party unless required by law, in which case notice of such requirement shall be given to the other party. 8. PUBLIC STATEMENTS; LITIGATION. From and after the date hereof, through and including the earlier of (a) the last date that the stockholders of Haven will be entitled to submit nominations to the Board of Directors for the 2001 Annual Meeting of Stockholders or (b) the last date stockholders are entitled to submit stockholder proposals at such meeting, no member of the PL Capital Group shall, directly or indirectly: a. make any statement, public or otherwise, in opposition to, or that would reflect negatively against, Haven, the Bank, the Board of Directors of Haven or the Bank, or any of the directors or officers of Haven or the Bank; b. directly or indirectly participate or act in concert with any affiliate, group or other person to participate, by encouragement or otherwise, in any litigation against or derivatively on behalf of Haven or the Bank, or any of their respective officers or directors; or c. provide, or act in concert with any person to provide, any funds, services or facilities, to any person in support of any activity by such person that would be a violation of their covenants under the provisions of this Section 8 if undertaken by any of them. 9. REIMBURSEMENT OF EXPENSES. Haven shall, upon submission by the PL Capital Group of reasonable documentation, reimburse the PL Capital Group for its costs and expenses incurred since July 1, 1999 in connection with its proposals for the nomination of Lashley to the Haven Board, or otherwise, in connection with the filing of its notice of nomination of Lashley and Goodbody, the filing of its preliminary proxy materials with the SEC, and the filing and distribution of its proxy material under Rule 14a-12 of the Securities Exchange Act of 1934, as amended, which expenses shall not exceed $150,000. 10. REMEDIES. Haven and the PL Capital Group acknowledge and agree that a breach or threatened breach by either party may give rise to irreparable injury inadequately compensable in damages, and accordingly each party shall be entitled to injunctive relief to prevent a breach of the provisions hereof and to enforce specifically the terms and provisions hereof in any state or federal court having jurisdiction, in addition to any other remedy to which such aggrieved party may be entitled to at law or in equity. In the event either party institutes any legal action to enforce such party's rights under, or recover damages for breach of, this Agreement, the prevailing party or parties in such action shall be entitled to recover from the other party or parties all costs and expenses, including but not limited to actual attorneys' fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties. Each PL Capital Group Member shall have the right of contribution from the other PL Capital Group 3 Members for any damages paid or expenses incurred (including attorneys' fees) pursuant to this Section 10. 11. TERM. This Agreement shall terminate if Haven shall cease to exist by reason of merger, sale of assets, liquidation, exchange of shares, or otherwise, or if both Lashley and Goodbody cease to be members of the Board of Directors of Haven. 12. NOTICES. All notice requirements and other communications shall be deemed given when delivered or on the third succeeding business day after being mailed by registered or certified mail, return receipt requested, addressed to the PL Capital Group and Haven below: PL Capital Group: Mr. Richard Lashley, Principal PL Capital, LLC 2015 Spring Road Suite 290 Oak Brook, IL 60523 (630) 928-0231 (phone) (630) 928-0232 (fax) With a copy to: Phillip M. Goldberg Foley & Lardner One IBM Plaza 330 North Wabash Avenue Chicago, IL 60611 (312) 755-2549 (phone) (312) 755-1925 (fax) Haven Bancorp, Inc.: Philip S. Messina Chairman of the Board and Chief Executive Officer Haven Bancorp, Inc. 615 Merrick Avenue Westbury, New York 11590 (516) 683-4100 (phone) (516) 683-8385 (fax) With a copy to: Omer S.J. Williams, Esq. Thacher Proffitt & Wood Two World Trade Center New York, New York 10048 (212) 912-7432 (phone) (212) 912-8371 (fax) 13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 4 14. COUNTERPARTS; FACSIMILE. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 15. HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 16. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to its principles of conflicts of laws. 17. SEVERABILITY. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 18. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and assigns, and transferees by operation of law, of the parties. 19. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 20. AMENDMENTS. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 21. FURTHER ACTION. Each party agrees to execute any and all documents, and to do and perform any and all acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. HAVEN BANCORP, INC., By: /s/ Philip S. Messina ----------------------------------------- Philip S. Messina Chairman of the Board and Chief Executive Officer 5 PL CAPITAL, LLC By: /s/ Richard Lashley ----------------------------- Richard Lashley Principal /s/ Dr. Irving Smokler ---------------------------------- Dr. Irving Smokler /s/ Richard Lashley ---------------------------------- Richard Lashley /s/ Garrett Goodbody ---------------------------------- Garrett Goodbody /s/ John Palmer ---------------------------------- John Palmer /s/ Richard Lashley ---------------------------------- Beth Lashley 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: PLCapital, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley --------------------- ------------------- John Palmer Richard Lashley Managing Member Managing Member 6 -----END PRIVACY-ENHANCED MESSAGE-----