-----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, O96bczNRfXqKnGgaUtP61Z8OQ0aDWheGoRe/WxmNYDzW57qyJ0/MheboFfN6Jszv 0CQJO6IwML4kUA/c1x982g== 0000882377-98-000099.txt : 19980218 0000882377-98-000099.hdr.sgml : 19980218 ACCESSION NUMBER: 0000882377-98-000099 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 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 13G SEC ACT: SEC FILE NUMBER: 005-42947 FILM NUMBER: 98542622 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: 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 13G 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 SC 13G 1 HAVEN BANCORP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* HAVEN BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 419352-10-9 - -------------------------------------------------------------------------------- (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ---------------------------- ------------------------------------ CUSIP No.419352-10-9 13G Page 2 of 6 Pages - -------------------- -- -- - ---------------------------- ------------------------------------ - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary) Columbia Federal Savings Bank Employee Stock Ownership Plan - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Employee benefit plan of a Delaware corporation. - -------------------------------------------------------------------------------- 0 NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY ----------------------------------------------- OWNED BY EACH 6 SHARED VOTING POWER REPORTING 0 PERSON ----------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER 0 ----------------------------------------------- 8 SHARED DISPOSITIVE POWER 650,348 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 650,348 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.4% of 8,784,700 shares of Common Stock outstanding as of December 31, 1997 - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* EP - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 6 pages ITEM 1(A) NAME OF ISSUER: Haven Bancorp, Inc. ("Company") ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE: 93-22 Jamaica Avenue Woodhaven, NY 11421 ITEM 2(A) NAME OF PERSON FILING: ESOP Committee of the Board of Directors of CFS Bank ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: c/o Haven Bancorp, Inc. 93-22 Jamaica Avenue Woodhaven, NY 11421 ITEM 2(C) CITIZENSHIP: Employee benefit plan of Delaware corporation. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common stock, par value $.01 per share ("Common Stock"). ITEM 2(E) CUSIP NUMBER: 419352-10-9 ITEM 3 The person filing is an: (f) |X| Employee Benefit Plan, or pension fund which is subject to the provisions of the Employee Retirement Income Security Act or 1974 or an endowment fund. ITEM 4 OWNERSHIP: The following information with respect to the Plan's ownership of Common Stock is provided as of December 31, 1997. None of the shares set forth below constitute shares the beneficial ownership of which the Plan had the right to acquire within 60 days following such date. Page 4 of 6 pages (A) AMOUNT BENEFICIALLY OWNED. . . . . 650,348 (B) PERCENT OF CLASS . . . . . . . . . . . . 7.4% (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE . . . . . . . . . 0 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE. . . . . . . . . 0 (III) SOLE POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . . 0 (IV) SHARED POWER TO DISPOSE OR TO DIRECT DISPOSITION OF . . . . 650,348 The Plan was adopted by the Board of Directors of the Company, effective as of January 1, 1993, and is intended to be a tax-qualified plan under the Internal Revenue Code of 1986. The Plan is administered by the ESOP Committee ("Committee") of Columbia Federal Savings Bank ("Bank"), which is a wholly-owned subsidiary of the Company. The Committee currently consists of three directors of the Bank, and the assets of the Plan are held in a trust ("Trust") for which Chase Manhattan Bank serves as trustee ("Trustee"). Pursuant to the written plan document governing the Plan ("Plan Document"), each Participant in the Plan ("Participant") is entitled to direct the Trustee as to the manner in which Common Stock held by the Plan and allocated to his or her account is voted on all matters on which shareholders of the Company may vote. Any unallocated Common Stock is generally required to be voted by the Trustee in the same proportion as Common Stock which has been allocated to Participants is directed to be voted. Each Participant also has the right to direct whether Common Stock held by the Plan and allocated to his or her account should be delivered by the Trustee in response to a tender offer made to holders of Common Stock and to direct the assertion of dissenters' rights with respect to any matter in which holders of Common Stock have the right to assert such rights. Any unallocated Common Stock is generally required to be delivered by the Trustee in response to a tender offer, and dissenters' rights with respect to such unallocated Common Stock are required to be asserted, in the same proportion as Common Stock which has been allocated to Participants. The Committee shares dispositive power over Common Stock held under the Plan as, pursuant to the Plan Document and Trust Agreement, the Committee can direct the Trustee to purchase or sell shares of Common Stock if it considers such action to be in the interests of the Participants. Notwithstanding the foregoing, the Trustee is required to vote or deliver, or to assert dissenters' rights with respect to, all unallocated Common Stock in a manner determined by the Trustee to be in the best interests of Participants and their Page 5 of 6 pages beneficiaries. As of December 31, 1997, of the 650,348 shares of Common Stock held by the Plan, 279,558 were allocated to the accounts of Participants. ITEM 5 Not applicable ITEM 6 Dividends declared on Common Stock held by the Plan which have been allocated to the account of a Participant are allocated to the account of such Participant. Such dividends may be held and invested in the same manner as funds generally held or invested by the Plan which are not invested in Common Stock or distributed to Participants in accordance with and at such time as provided in the Plan Document. Participants may receive, or direct the receipt of, proceeds of the sale of Common Stock held by the Plan and allocated to their accounts to the extent they have become vested in such Common Stock and at such times as provided in the Plan Document. Dividends declared on Common Stock held by the Plan and not allocated to the account of a Participant are used to repay any loan made to the Plan for the purpose of enabling it to purchase Common Stock. No Participant has the right to receive or the power to direct the receipt of dividends on, or the proceeds of the sale of, a number of shares held by the Plan which exceeds 5% of the Common Stock issued and outstanding as of the date hereof. ITEM 7 Not applicable ITEM 8 Not applicable ITEM 9 Not applicable ITEM 10 By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. Page 6 of 6 pages 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. COLUMBIA FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN By: ESOP Committee of CFS Bank By /s/ Robert L. Koop Date: February 17, 1998 ----------------------------------- Robert L. Koop Member By /s/ Joseph A. Ruggiere Date: February 17, 1998 --------------------------- Joseph A. Ruggiere Member By /s/ Robert M. Sprotte Date: February 17, 1998 --------------------------- Robert M. Sprotte Member -----END PRIVACY-ENHANCED MESSAGE-----