================================================================================
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): April 11, 2000
HAVEN BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-21628 11-3153802
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
615 MERRICK AVENUE, WESTBURY, NEW YORK 11590
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (516) 683-4100
NOT APPLICABLE
(Former name or former address, if changed since last report)
================================================================================
ITEMS 1 THROUGH 4.
Not Applicable.
ITEM 5. OTHER EVENTS.
The Company and the PL Capital Group entered into an agreement, dated
April 7, 2000 (the "Agreement"), which provides for a resolution of the dispute
between the Company and the PL Capital Group concerning the appointment of
Messrs. Richard Lashley ("Lashley") and Garrett Goodbody ("Goodbody") to the
Board of Directors of the Company and the PL Capital Group's proxy solicitation
in opposition to the Company's nominees for election to the Board of Directors
at the Annual Meeting.
The Agreement provides, among other things, that (1) each of Messrs.
Lashley and Goodbody will be appointed to the Board of Directors of the Company
and the Bank (Mr. Lashley to the class of directors that is up for election in
2002 and Mr. Goodbody to the class of directors that is up for election in
2001), and to the Special Committee of the Board of Directors of the Company
that is working with Lehman Brothers Inc. to explore strategic alternatives for
the Company, and one of Lashley and Goodbody will be appointed to the Loan,
Audit, Finance, Compensation and Nomination Committees of the Company and the
Bank; (2) Messrs. Lashley and Goodbody will be entitled to the compensation and
benefits generally available to the directors of the Company and the Bank; (3)
the Board of Directors of the Company shall nominate and support Mr. Goodbody
for election to the Board in 2001 and Mr. Lashley for election to the Board in
2002, unless the PL Capital Group or any member thereof shall have submitted to
the Company a nomination or a stockholder proposal that is not supported by the
Company, or publicly supported such a nomination or proposal; (4) the PL Capital
Group will withdraw its preliminary proxy materials filed with the SEC and
terminate its proxy solicitation against the Company's nominees for election at
the Annual Meeting and will vote all shares of the Company's Common Stock
beneficially owned by its members for the Company's nominees for election and
for the ratification of the appointment of the Company's independent auditors at
the Annual Meeting; (5) the PL Capital Group will not make any statements,
public or otherwise, in opposition to, or that would reflect negatively against,
the Company, the Bank or any of their directors or officers, or institute
litigation against or derivatively on behalf of the Company or the Bank, or any
of their respective directors or officers, or provide any funds to, or otherwise
support, any third party doing so, until the earlier of the last date for the
submission of Board nominations or stockholder proposals for the 2001 Annual
Meeting of Stockholders of the Company; and (6) the Company will reimburse the
PL Capital Group for all costs and expenses incurred since July 1, 1999 in
connection with its proposals for the nomination of Messrs. Lashley and Goodbody
to the Board of Directors, or otherwise, up to $150,000. The Agreement will
terminate if the Company ceases to exist by reason of merger, sale of assets,
liquidation, exchange of shares, or otherwise, or if both Messrs. Lashley and
Goodbody cease to be members of the Board of Directors of the Company.
ITEM 6.
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) No financial statements are required to be filed with this
report.
(b) No Pro forma financial information is required to be filed
with this report.
(c) Exhibits
The following Exhibits are filed as part of this report:
99.1 - Press Release dated April 11, 2000.
99.2 - Agreement dated April 7, 2000.
ITEM 8.
Not Applicable.
ITEM 9.
Not Applicable.
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.
By: /s/ Catherine Califano
------------------------------
Catherine Califano
Senior Vice President and
Chief Financial Officer
Dated: April 11, 2000
EXHIBIT INDEX
EXHIBIT Description
------- -----------
99.1 Press Release dated April 11, 2000.
99.2 Agreement dated April 7, 2000