-----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, ETibUMSfPkmJlEnLpKPZxh6iKUJu1iXKfb4XyFMdVdjiuMwJO7iA2r9MHMmxqz/B 5sbj2m78Mj0nexXbAKgTfA== 0000897069-00-000113.txt : 20000224 0000897069-00-000113.hdr.sgml : 20000224 ACCESSION NUMBER: 0000897069-00-000113 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000223 GROUP MEMBERS: BETH LASHLEY GROUP MEMBERS: FINANCIAL EDGE - STRATEGIC FUND, L.P. GROUP MEMBERS: FINANCIAL EDGE FUND L P GROUP MEMBERS: GARRETT GOODBODY GROUP MEMBERS: IRVING SMOKLER GROUP MEMBERS: JOHN W. PALMER GROUP MEMBERS: PL CAPITAL, LLC GROUP MEMBERS: RICHARD J. LASHLEY 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: SEC FILE NUMBER: 005-42947 FILM NUMBER: 551583 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 440 SOUTH LASALLE STREET 2: ONE FINANCIAL PL SUITE 1021 CITY: CHICAGO STATE: IL ZIP: 60605 BUSINESS PHONE: 3126633458 MAIL ADDRESS: STREET 1: 440 S LASALLE ST STREET 2: ONE FINANCIAL PL SUITE 1021 CITY: CHICAGO STATE: IL ZIP: 60605 SC 13D/A 1 SCHEUDLE 13D AMENDMENT NO 4 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 [ ]. 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 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 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 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 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 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 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 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 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. 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 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. 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($) - -------------------------------------------------------------------------------- 1/20/00 3,000 13.43 40,300 - -------------------------------------------------------------------------------- 1/20/00 2,000 13.44 26,875 - -------------------------------------------------------------------------------- 2/16/00 4,100 12.40 50,834 - -------------------------------------------------------------------------------- CUSIP No. 419352-10-9 Page 14 of 26 Pages (d) Because they are the Managing Members of PL Capital, which is the general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock. (B) Financial Edge Strategic (a) Aggregate number of shares beneficially owned: 569,700 Percentage: 6.3% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 545,200 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 545,200 (c) The Financial Edge Strategic Fund has made the following purchases of Common Stock since the Original 13D. - -------------------------------------------------------------------------------- Date Number of Shares Price Per Share($) 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. 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($) - -------------------------------------------------------------------------------- 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.* 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. 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 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 EX-99.1 2 EXHIBIT 1 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 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 EX-99.15 3 EXHIBIT 15 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 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. 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----