EXHIBIT 99.2
April 5, 2000
Dear Participant:
The CFS Bank (the "Bank") 401(k) Plan (the "401(k) Plan") includes an
investment fund, known as the Employer Stock Fund, consisting primarily of
common stock of the Bank's parent holding company, Haven Bancorp, Inc. (the
"Company"). As a participant in the 401(k) Plan with an interest in the Employer
Stock Fund, you may direct the voting of the proportion of the shares of the
Company's common stock held by the 401(k) Plan Trust that are allocable to your
account.
Merrill Lynch Trust Company has been appointed as the corporate trustee for
the Employer Stock Fund of the 401(k) Plan (the "401(k) Plan Trustee"). The
401(k) Plan Trustee will vote those shares of the Company's common stock held in
the 401(k) Plan Trust in accordance with instructions of the participants. We,
the Board of Directors, are forwarding to you the attached Proxy Statement, and
the Vote Authorization Form, provided for the purpose of conveying your voting
instructions to the 401(k) Plan Trustee.
At this time to direct the voting of the proportion of the shares allocable
to your account under the 401(k) Plan, you must complete and sign the enclosed
Vote Authorization Form and return it to Ellen Philip Associates, Inc. ("Ellen
Philip Associates") in the accompanying envelope. Your vote will not be
revealed, directly or indirectly, to any director, officer or other employee of
the Company or the Bank. Your vote will be tallied by Ellen Philip Associates on
a confidential basis and then the 401(k) Plan Trustee will vote the shares of
the 401(k) Plan Trust based on the voting instructions it has received from
participants, as described above.
Sincerely,
The Board of Directors
1
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
VOTE AUTHORIZATION FORM
I, having signed this form, hereby instruct the CFS Bank 401(k) Plan
("401(k)") Trustee to vote my proportionate interest in the shares of common
stock of Haven Bancorp, Inc. held by the Employer Stock Fund of the 401(k) Plan
as set forth below at the Annual Meeting of Stockholders to be held on May 17,
2000, and at any adjournment or postponement thereof.
Please mark your
votes as indicated [X]
in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
1. The Election as directors of all nominees listed: (Except as marked to the
contrary below) Philip S. Messina, Msgr. Thomas J. Hartman, Michael A.
McManus, Jr.
FOR VOTE WITHHELD
[_] [_]
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the space provided below:
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2. The ratification of the appointment of KPMG LLP as independent auditors of
Haven Bancorp, Inc. for the fiscal year ending December 31, 2000.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Approval of the proposal to adjourn or postpone the Annual Meeting once
called to order to another time and/or place for the purpose of soliciting
additional proxies, if necessary.
FOR AGAINST ABSTAIN
[_] [_] [_]
I acknowledge that I have received from the Company prior to the execution of
this vote authorization form, a Notice of Annual Meeting of Stockholders, a
Proxy Statement dated April 5, 2000, the Annual Report to Stockholders and a
letter dated April 5, 2000 from the Board of Directors.
I understand that my voting instructions are solicited by the Board of Directors
on behalf of the 401(k) Trustee for the Annual Stockholders Meeting to be held
on May 17, 2000, and any adjournment or postponement thereof. The 401(k) Trustee
is hereby authorized to vote the shares allocable to my interest in the 401(k)
Plan, in its trust capacity, as indicated above.
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Signature
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Date
Please sign, date and return this form in the enclosed business reply envelope.