-----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, V2rhJISOMKbynYAlFvBiceAqINO6CHv+W9H5IzfQ2IkoEHJNZkCGahJjedhGNTdl TUsVicnc2SDx6konJUfCZA== 0000900741-97-000003.txt : 19970225 0000900741-97-000003.hdr.sgml : 19970225 ACCESSION NUMBER: 0000900741-97-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970214 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970224 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: 97541739 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) FEBRUARY 12, 1997 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 February 12, 1997 Haven Capital Trust I, a Delaware business trust (the "Trust"), completed the offering of $25,000,000 of 10.46% Capital Securities. The Capital Securities were sold in a private placement in reliance on Rule 144A of the Securities Act of 1933, as amended. Haven Bancorp, Inc. (the "Company") is the owner of all of the beneficial interests represented by the common securities of the Trust (the "Common Securities") and together with the Capital Securities (the "Trust Securities"). The Trust exists for the sole purpose of issuing the Trust Securities and investing the proceeds thereof in the 10.46% Junior Subordinated Deferrable Interest Debentures (the "Junior Subordinated Debentures"), to be issued by the Company pursuant to the Indenture, which are scheduled to mature on February 1, 2027. The Chase Manhattan Bank is the Property Trustee of the Trust. Holders of the Trust Securities are entitled to receive cumulative cash distributions arising from the payment of interest on the Junior Subordinated Debentures, accruing from the date of original issuance and payable semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 1997 at an annual rate of 10.46% of the Liquidation Amount of $1,000 per Trust Security ("Distributions"). So long as no event of default under the Indenture exists, which generally includes the Company's (i) failure for 30 days to pay interest on the Junior Subordinated Debentures, (ii) failure to pay principal or premium on the Junior Subordinated Debentures in certain circumstances, (iii) failure to observe or perform certain covenants contained in the Indenture for 90 days, or (iv) certain events in bankruptcy, the Company will have the right to defer payments of interest on the Junior Subordinated Debentures at any time for a period not exceeding 10 consecutive semi-annual periods with respect to each deferral period (each, an "Extension Period"). If and for so long as interest payments on the Junior Subordinated Debentures are so deferred, Distributions of the Trust Securities will also be deferred and the Company will not be permitted, with certain exceptions, to declare or pay any cash distributions with respect to the Company's capital stock or to make any payment with respect to the debt securities of the Company that rank pari passu or junior to the Junior Subordinated Debentures. During an Extension Period, interest on the Junior Subordinated Debentures will continue to accrue (and the amount of Distributions to which holders of the Trust Securities are entitled will continue to accumulate) at the rate of 10.46% per year. The Company, fully, irrevocably and unconditionally guarantees all of the Trust's obligations under the Trust Securities only to the extent that the Trust holds funds on hand legally available to make payments and has failed to do so. The Trust Securities are subject to mandatory redemption (i) in whole but not in part on February 1, 2027, the Stated Maturity Date upon repayment of the Junior Subordinated Debentures, (ii) in whole but not in part at any time prior to February 1, 2007 contemporaneously with the optional prepayment of the Junior Subordinated Debentures upon the occurrence of a Special Event which means that either (a) the Company has become subject to the capital requirements of a bank holding company and the Capital Securities would not constitute Tier 1 Capital or (b) the Trust becomes subject to federal income tax, the interest payable on the Junior Subordinated Debentures is not deductible or the Trust is subject to other significant other taxes or governmental changes and (iii) in whole or in part on or after February 1, 2027 contemporaneously with the optional prepayment of the Junior Subordinated Debentures at a redemption price equal to a predetermined optional prepayment price. The Company and the Trust have agreed to file with the Securities and Exchange Commission, a shelf registration statement relating to the resale of the Capital Securities. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) No financial statements are required to be filed with this report. (b) Exhibits. 99 - Press Release, dated February 12, 1997. 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: February 24, 1997 By: /s/ Catherine Califano --------------------------- Catherine Califano Senior Vice President and Chief Financial Officer 2 EX-99 2 EXHIBIT 99 FOR IMMEDIATE RELEASE: February 12, 1997 CONTACT: Cathy Califano, S.V.P./C.F.O., Haven Bancorp, tel. (718) 849-0330 Hal Levine/Marty Cohen, The Levine Group, tel. (212) 682-8875 HAVEN BANCORP ISSUES $25 MILLION OF CAPITAL SECURITIES Woodhaven, NY--Haven Bancorp, Inc. (NASDAQ: HAVN), the holding company for Columbia Federal Savings Bank, today announced the completion of a $25 million private placement of 10.46% capital securities due February 1, 2027. The securities were issued by Haven Bancorp's recently formed unit, Haven Capital Trust I, and were underwritten by Sandler O'Neill & Partners, L.P. The securities were sold in an offering under Rule 144A of the Securities Act of 1933. Proceeds of the issue are intended to be invested by Haven Capital Trust I in junior subordinated debentures issued by Haven Bancorp. The Capital Securities are guaranteed by Haven Bancorp. Net proceeds from the sale of the debentures will be used for general corporate purposes, including but not limited to, capital contributions to Columbia Federal Savings Bank, the financing of future acquisitions and the funding of repurchases of the Company's common shares. 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, annuities and insurance through nine full-service banking offices and five supermarket branches located in Queens, Brooklyn, Nassau and Suffolk counties. The Bank's deposits are insured by the FDIC. -----END PRIVACY-ENHANCED MESSAGE-----