-----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, Mbit26iJOENgZcjdeq827JNDWy57pMOz1B38q/x0knvdSYAvu6n8BLQLKx5/U6DI SQBmR7vvbRzEtEVkqVmW3w== 0000900741-96-000018.txt : 19960926 0000900741-96-000018.hdr.sgml : 19960926 ACCESSION NUMBER: 0000900741-96-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960925 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960925 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 000-21628 FILM NUMBER: 96634114 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 8-K 1 UNITED STATES 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) SEPTEMBER 25, 1996 HAVEN BANCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 000-21628 (Commission File Number) 11-3153802 (I.R.S. Employer Identification No.) 93-22 JAMAICA AVENUE, WOODHAVEN, NEW YORK 11421 (Address of principal executive offices) (Zip Code) (718) 847-7041 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) ITEM 5. OTHER EVENTS On September 25, 1996, Haven Bancorp, Inc., a Delaware corporation (the "Registrant" or "Haven"), announced that its wholly-owned subsidiary, Columbia Federal Savings Bank ("Columbia") had entered into a Master Licensing Agreement ("licensing agreement") dated as of September 24, 1996 with Pathmark Stores, Inc. ("Pathmark") to open approximately 44 full- service bank branches in Pathmark supermarkets throughout New York City, Long Island, Westchester and Rockland counties by early 1998. The licensing agreement provides, among other things, that during the 15-year period commencing as of the date of the agreement, Columbia and Pathmark expect to enter into individual license agreements for approximately 44 bank branch facilities that have been identified as part of the agreement and, additionally, Columbia has agreed to open a branch facility in all new Pathmark supermarkets that open for business during the term of the agreement in New York State in New York, Bronx, Queens, Kings, Richmond, Nassau, Suffolk, Westchester and Rockland Counties (excluding a proposed supermarket premises on 125th Street in New York, New York). If, at any time during the term of the agreement, Pathmark opens a supermarket in a county in New York State other than those listed above, Pathmark will offer Columbia the right to open a branch facility in such supermarket. Consummation of the licensing agreements are subject to the receipt of certain regulatory approvals. The press release issued by the Registrant with respect to the announcement of the transaction described herein is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference in its entirety. Also attached hereto as Exhibit 99.2 and incorporated herein by reference are certain data to be made available by the Registrant in connection with a presentation to be given by the Registrant to investment analysts on September 25, 1996. This current report contains certain forward looking statements consisting of estimates with respect to the financial condition, results of operations and business of Haven as a result of the agreement of Columbia with Pathmark that are subject to various factors which could cause actual results to differ materially from these estimates. In addition to factors that might adversely affect the operations of Haven or the ability of Pathmark to fulfill its obligations under the agreement generally, these factors include, but are not limited to, (1) delays in opening the supermarkets or the supermarket branches, (2) construction cost overruns, (3) higher than anticipated operating expenses, (4) a lower level of or higher cost for deposits than anticipated, (5) technological or competitive developments that make supermarket branching significantly less attractive, (6) adverse economic conditions, generally or in the proposed market area develop and (7) an adverse interest rate environment develops that adversely affects the interest rate spread or other income anticipated from the proposed supermarket branches. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of the Business Acquired. Not Applicable. (b) Pro Forma Financial Information. Not Applicable. (c) Exhibits. 99.1 Press Release, dated September 25, 1996. 99.2 Portions of Analyst Presentation. 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. (Registrant) Date: September 25, 1996 By: /s/ Catherine Califano --------------------------- Catherine Califano Senior Vice President and Chief Financial Officer 2 EX-99.1 2 EXHIBIT 99.1 FOR IMMEDIATE RELEASE: September 25, 1996 CONTACT: Cathy Califano, S.V.P./C.F.O., Haven Bancorp, tel. (718) 849-0330 Frank Vitrano, Treasurer, Pathmark Stores, Inc., tel. (908) 499-4917 Hal Levine/Marty Cohen, The Levine Group, tel. (212) 682-8875 HAVEN BANCORP ANNOUNCES SUPERMARKET BANKING AGREEMENT WITH PATHMARK STORES Woodhaven, NY--Haven Bancorp, Inc. (Nasdaq: HAVN), the holding company for Columbia Federal Savings Bank and Pathmark Stores, Inc., today announced that Columbia and Pathmark have entered into an agreement to open approximately 44 full-service bank branches in Pathmark supermarkets throughout New York City, Long Island, Westchester and Rockland counties by early 1998. This strategic partnership is intended to establish Columbia and Pathmark as New York's leader in supermarket banking and customer convenience. Columbia said it expects to open four of the new in-store banking offices by the end of 1996. Of the 44 in-store banking offices, 15 will be in New York City, where Columbia currently operates eight of its eleven branches. According to Philip S. Messina, President and CEO of Columbia Federal and Haven Bancorp, "Supermarket branching provides Columbia a cost-effective way to extend our franchise and to put our sales force in contact with more prospective customers than we could via traditional bank branches." Pathmark's Ron Marshall, Executive Vice President and CFO, said, "In-store banking is a natural extension of the Pathmark one-stop shopping concept, with added convenience for our customers. All newly constructed Pathmark stores will feature an in-store banking office. The partnership is part of our long-term strategy to provide additional customer services." The in-store branches will be full service facilities completely staffed and offering the entire spectrum of Columbia's products and services. The average size will be 400 square feet. In general, the in-store branches will be open for business seven days a week with evening hours. The first location to open will be in the new Atlantic Center Pathmark in Brooklyn, scheduled to open in mid-November. "Columbia Federal Savings Bank has capitalized on the changing financial services environment by expanding its range of products and services," Mr. Messina continued. "Today, the Bank can address virtually all of its customers' financial needs whether it be checking or savings accounts, certificates of deposit, discount brokerage, mutual funds or annuities, a mortgage or home equity loan, or a life insurance policy. In-store banking offers the opportunity to penetrate new markets at a lower cost compared to conventional banking." "Pathmark's mix of suburban and urban locations offers the Bank the opportunity to reach a wide range of households," Marshall added. Headquartered in Woodhaven, New York, Haven Bancorp is the holding company for Columbia Federal Savings 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 and annuities and insurance through nine full-service branches and two supermarket branches located in Queens, Nassau and Suffolk County. As of June 30, 1996, Haven Bancorp had assets of $1.6 billion. Pathmark is a regional supermarket company serving the New York, New Jersey and Philadelphia metropolitan area, with annual sales of approximately $4 billion in it's 143 supermarkets, including 51 of the new, expanded-service Pathmark 2000 format. 2 EX-99.2 3 EXHIBIT 99.2 PORTIONS OF ANALYST PRESENTATION 1) Columbia expects to make a capital investment of approximately $12.6 million to construct and equip the 44 bank branch facilities to be completed in February 1998. Columbia expects to open 4 in- store branches by year-end 1996 and 3 per month thereafter. 2) Columbia expects to enter into individual licensing agreements with Pathmark Stores, Inc. for each branch facility for a term of 15 years with an initial lease term of 5 years with two automatic 5 year renewals thereafter. 3) Columbia expects that the cost to operate each in-store branch will be approximately $450,000 per year (including amortization of leasehold improvements). 4) Columbia expects break-even operations in each in-store branch to be achieved after approximately 12 months, and the pay-back period for its capital investment in each in-store branch to be achieved in approximately 18 to 24 months. 5) Columbia expects the in-store branches to be internally financed initially if it elects to shrink its asset base, and will keep its options open with respect to financing alternatives in future years. 6) Columbia expects deposit balances in the in-store branches to exceed $1 billion by year-end 1999. 7) The Registrant's management believes that the operation of in- store branches will have a nominal impact on the Registrant's earnings in 1996 and 1997 and is expected to be substantially accretive to earnings in the years thereafter. -----END PRIVACY-ENHANCED MESSAGE-----