EXHIBIT 99.3
April 5, 2000
Dear Participant:
As of March 29, 2000, the trust ("ESOP Trust") established for the Columbia
Federal Savings Bank (now known as CFS Bank, the "Bank") Employee Stock
Ownership Plan ("ESOP") held 631,925 shares of common stock of Haven Bancorp,
Inc. (the "Company"), the parent holding company for the Bank, for the benefit
of participants in the ESOP. As of the Record Date, March 29, 2000, 387,560
shares of Common Stock in the ESOP had been allocated to participating
employees. As a participant in the ESOP, you may direct the voting of the shares
of the Company's common stock held by the ESOP Trust allocated to your account.
Chase Manhattan Bank has been appointed as the corporate trustee for the
ESOP Trust (the "ESOP Trustee"). We, the Board of Directors, are forwarding to
you the attached Vote Authorization Form, provided for the purpose of conveying
your voting instructions to the ESOP Trustee. The ESOP Trustee will vote those
shares of the Company's common stock held in the ESOP Trust allocated to
participants in accordance with instructions of the participants.
All unallocated shares held in the ESOP Trust, and allocated shares with
respect to which no written instructions are received, will be voted by the
Trustee in the same proportion as those allocated shares for which voting
instructions are received, so long as such vote is in accordance with the
provisions of the Employment Retirement Income Security Act of 1974, as amended.
At this time to direct the voting of shares allocated to your account under
the ESOP, you must complete and sign the enclosed Vote Authorization Form and
return it in the accompanying envelope to Ellen Philip Associates ("Ellen Philip
Associates"). Your vote will not be revealed, directly or indirectly, to any
director, officer or other employee of the Company or the Bank. Your shares will
be tallied by Ellen Philip Associates and then the ESOP Trustee will vote the
shares in the ESOP Trust based on the voting instructions it has received from
participants, as described above.
Sincerely,
The Board of Directors
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HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 17, 2000
VOTE AUTHORIZATION FORM
I, having signed this form, understand that the ESOP Trustee is the holder of
record and custodian of all shares of Haven Bancorp, Inc. (the "Company") common
stock allocated to me under the Columbia Federal Savings Bank Employee Stock
Ownership Plan and Trust ("ESOP Trust"). Further, I understand that my voting
instructions are solicited on behalf of the Company's Board of Directors for the
Annual Meeting of Stockholders on May 17, 2000, and at any adjournment or
postponement thereof. Accordingly, you are instructed to vote all shares
allocated to me and held by the ESOP Trust as set forth below.
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 ESOP Trustee for the Annual Stockholders Meeting to be held on
May 17, 2000, and at any adjournment or postponement thereof. The ESOP Trustee
is hereby authorized to vote the shares allocated to me, in its trust capacity,
as indicated above.
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Signature
- ---------------------------------
Date
Please sign, date and return this form in the enclosed business reply envelope.
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