-----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, JLCfO7xZ3wU5j1mC48mjXuMdosvG+40aUuRYfRiw1maFGmEvEZuErAPCdjxNoz7S Fi6R23j/hP2UggeqWFdL1Q== 0000897069-00-000164.txt : 20000316 0000897069-00-000164.hdr.sgml : 20000316 ACCESSION NUMBER: 0000897069-00-000164 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000315 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-21628 FILM NUMBER: 570296 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: DFAN14A 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 DFAN14A 1 SOLICITING MATERIAL SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant / / Filed by a Party other than the Registrant /x/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement / / Definitive Additional Materials /x/ Soliciting Material Pursuant to ss. 240a-12 HAVEN BANCORP, INC. (Name of Registrant as Specified in Its Charter) FINANCIAL EDGE FUND, LP (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of filing fee (check the appropriate box): /x/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials. / / Check box if any part of the fee as provided by Exchange Act Rule 0-11(a)(2) and identify for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration No.: (3) Filing Party: (4) Date Filed: PL CAPITAL LLC 2015 Spring Road 323 Main Street Suite 290 Chatham, New Jersey 07928 Oak Brook, Illinois 60523 Tel: (973) 635-1177 Tel: (630) 928-0231 Fax: (973) 635-9078 Fax: (630) 928-0232 AN IMPORTANT MESSAGE FOR FELLOW SHAREHOLDERS OF HAVEN BANCORP, INC. FROM THE PL CAPITAL GROUP March 15, 2000 Dear Fellow Haven Stockholder: The PL Capital Group (A) is the beneficial owner of 578,500 shares of Haven Bancorp, Inc. (approximately 6.4% of Haven's outstanding stock) as of March 13, 2000. As one of Haven's largest shareholders, we are extremely concerned about Haven's deteriorating financial performance and declining stock price. We have repeatedly communicated our concerns to Haven's Board and management (see our numerous Schedule 13Ds filed with the Securities and Exchange Commission). We have also repeatedly requested that we be placed on Haven's Board, without success. We believe Haven's deteriorating financial performance is the result of a flawed supermarket banking expansion strategy and other significant missteps. Below is key financial data evidencing Haven's deteriorating financial performance between 1996 and 1999 (NOTE: Haven's supermarket strategy began in late 1996): Performance Comparisons, 1996 vs. 1999 Haven Bancorp, Inc. -------------------------- ------------ -------------- --------------- CATEGORY 1996(1) 1999(2) % Change -------------------------- ------------ -------------- --------------- Total Non-Interest $32 mil $82 mil +156% Expenses -------------------------- ------------ -------------- --------------- Net Income $13.5 mil $12.6 mil (7%) -------------------------- ------------ -------------- --------------- Earnings Per Share $1.55 $1.38 (11%) -------------------------- ------------ -------------- --------------- Return on Assets 0.89% 0.46% (48%) -------------------------- ------------ -------------- --------------- Return on Equity 14.0% 11.0% (21%) -------------------------- ------------ -------------- --------------- Tangible Book Value/Share $11.44 $11.22 (2%) -------------------------- ------------ -------------- --------------- Efficiency Ratio(3) 55% 79% +44% -------------------------- ------------ -------------- --------------- Net Interest Margin 3.29% 2.72% (17%) -------------------------- ------------ -------------- --------------- Tangible Equity/Assets 6.3% 3.4% (46%) -------------------------- ------------ -------------- --------------- (1) As of and for the year ended December 31, 1996 (excluding SAIF/BIF charge, net of taxes, per Haven's Annual Report) (2) As of and for the year ended December 31, 1999 (per Haven's January 27, 2000 press release) (3) Measures expenses as a percentage of gross revenue (lower percentage is regarded as better and more efficient); the average thrift in the U.S. has a 50% efficiency ratio (per SNL Securities) Haven spent $82 million on overhead in 1999, yet generated only $13 million in net income, one of the worst ratios in the thrift industry. Most thrifts in Haven's market area earn $.60 or more for every dollar spent on overhead, while Haven only returned $.15 for every dollar spent. Haven spent $50 million more on overhead in 1999 than in 1996, yet its earnings actually declined! For the past 3 years Haven has consistently ranked as one of the worst performing large thrifts in the United States. We believe it's time to put a stop to this wasting of the shareholder's money. Because of our concerns, we recently filed proxy materials with the SEC in connection with Haven's upcoming Annual Meeting of Stockholders, scheduled for May 17, 2000. We intend to use those materials to solicit proxies from fellow Haven stockholders to elect two members of our Group, Richard Lashley and Garrett Goodbody, to Haven's Board of Directors. If elected, our nominees will push Haven to consider all strategic alternatives to maximize the value of Haven's franchise and stock by: 1. Aggressively reducing expenses, and 2. Pursuing the sale of Haven to a larger banking or financial institution, at a premium to Haven's current stock price You will receive a proxy statement from Haven's management and Board, and you will be asked to return that proxy card. We encourage you NOT to vote your shares until you receive and review our proxy materials. If you have any questions or need further assistance please contact our proxy solicitor, Beacon Hill Partners, Inc., 90 Broad Street, New York, NY 10004; (800) 755-5001; or PL Capital (Richard Lashley (973) 635-1177, or John Palmer (630) 928-0231). Thank you for your consideration. On behalf of the PL Capital Group, /s/ Richard Lashley Richard Lashley Principal We encourage you to read our proxy statement, which is available for free at the SEC's website (www.sec.gov). A copy of our proxy statement will also be sent directly to you. In addition, copies of our recent 13-D filings are available on the SEC's website. You may also contact us directly to obtain free copies. -----END PRIVACY-ENHANCED MESSAGE-----