Filed by Queens County Bancorp, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Queens County Bancorp, Inc.
Commission File No. 0-22278
[Letterhead of Queens County Bancorp, Inc.]
August 1, 2000
Fellow Shareholders:
Whether you invested just this week or at the time of our conversion, you
probably know that growing through acquisition has been one of our long-term
goals. I'm pleased to report that our patience appears on the verge of being
rewarded: on June 27, we signed a definitive merger agreement, under which
Queens County Bancorp will acquire Haven Bancorp, the $2.9 billion parent of CFS
Bank.
Under the terms of the agreement, Haven shareholders will receive 1.04 shares of
Queens County Bancorp stock for each share of Haven stock held at the time of
the merger, which, pending your approval, regulatory approval, and the approval
of Haven's shareholders, will take place in the fourth quarter of this year. In
addition to requesting your approval of the merger, we will be asking you to
endorse a change in the name of our holding company to "New York Community
Bancorp, Inc.," to accommodate our intention of operating multiple wholly-owned
banks, including Queens County Savings Bank and CFS Bank.
Recognized and respected for our multi-family lending, we have found in Haven a
significant source of funding, as well as revenues. In addition to seven
traditional branch offices in Queens, and an eighth in Nassau County, CFS Bank
has 62 supermarket branches spanning the metropolitan New York region. Of these,
47 are located in New York, primarily on Long Island and the five boroughs of
New York City, and another 15 are located in New Jersey and Connecticut. Upon
completion of the merger, we anticipate selling the out-of-state branches, and
sharpening our focus on the New York marketplace.
We are currently in the process of preparing the requisite filings, in
anticipation of a Special Meeting of Shareholders, which has tentatively been
scheduled for September 26. Proxy materials, including a copy of the merger
agreement, will be sent to you well in advance of the meeting; in the interim,
should you have any questions about the acquisition, please contact our
Investor Relations Department at 718-359-6401, extension 275. Information about
the merger is also available at our web site, www.qcsb.com.
Headquarters to Relocate to Westbury, Long Island
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Another source of excitement in the second quarter was our signing of a contract
to sell our executive office building to the developer who previously contracted
to acquire the adjacent parking lot. The combined transaction will generate a
pre-tax gain of approximately $14.0 million, and will be completed in the fourth
quarter of this year. The Company's executive offices will then relocate to
Haven Bancorp's current headquarters in Nassau County, a move that will provide
us with certain tax and operating benefits. At the same time, our Main Street
branch will move a few hundred feet up 39th Avenue, immediately adjacent to the
Lippmann Plaza walkway on the Roosevelt Avenue side. Given its proximity to the
municipal parking lot, the #7 subway terminus, and various buses serving Queens
County, this convenient and familiar location will accommodate the vast majority
of our customers.
A Profitable Second Quarter
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The good news about the quarter also extends to our performance, with diluted
earnings per share rising 13% year-over-year. The Company recorded second
quarter 2000 earnings of $7.8 million, or $0.44 per diluted share, providing a
1.56% return on average assets and a 24.07% return on average stockholders'
equity. Cash earnings for the quarter totaled $10.2 million, or $0.57 per
diluted share, providing an ROA and ROE of 2.04% and 31.47%.
Several factors contributed to the rise in second quarter 2000 earnings,
including a $736,000, or 143.5%, increase in other operating income to $1.2
million, and a $320,000, or 5.5%, decline in operating expense to $5.5 million.
The significant increase in other operating stemmed largely from a $698,000 rise
in other income to $759,000, primarily reflecting our fourth quarter 1999
investment in Bank-owned Life Insurance. The solid reduction in operating
expense stemmed from a decline in compensation and benefits, and contributed to
a 102-basis point improvement in our efficiency ratio to 31.42%.
Despite the challenge of lending in a rising rate environment, we succeeded in
closing $115.4 million in mortgage loans in the second quarter of the year. At
the first of July, another $206.0 million in loans were in the pipeline; of
these, $120.0 million were closed by mid-July.
Another highlight of our second quarter performance was the continuing
improvement of our asset quality. Non-performing loans declined more than six
percent from the year-end amount to $3.0 million, representing 0.15% of total
assets at June 30. The second quarter of 2000 was also our 23rd consecutive
quarter without any net charge-offs--a record unparalleled by any other New York
thrift.
Reflecting the consistent strength of the Company's performance, the Board of
Directors declared a quarterly cash dividend on July 18. The $0.25 per share
dividend will be paid on the 15th of August to shareholders of record at August
1, 2000.
Looking Ahead
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Since the onset of our public life, we have maintained a commitment to
shareholder value that has driven our every action and strategy. The acquisition
of Haven Bancorp serves to underscore this commitment, and will create a more
valuable franchise with significant potential, and an even stronger company with
increased earnings capacity.
Sincerely yours,
/s/ Joseph R. Ficalora
Joseph R. Ficalora
Chairman, President, and
Chief Executive Officer
Enclosure
This letter contains certain forward-looking statements with regard to the
Company's prospective performance, strategies, and pending merger with Haven
Bancorp, Inc., within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
The Company intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and is including this statement for
purposes of said harbor provisions. These forward-looking statements are based
on current expectations, but actual results may differ materially from
anticipated future events or results. Specific factors which could cause future
results to vary from current management expectations are discussed in the
Company's Quarterly Report on Form 10-Q for the three months ended June 30,
2000.
The Company and Haven Bancorp, Inc. have filed a joint proxy
statement/prospectus and other relevant documents concerning the merger with the
United States Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS
TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain the documents free of charge at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by the Company will be
available free of charge from the Vice President, Investor Relations at Queens
County Bancorp, Inc. 38-25 Main Street, Flushing, NY 11354. Documents filed with
the SEC by Haven Bancorp, Inc. will be available free of charge from Catherine
Califano, Senior Vice President and Chief Financial Officer at Haven Bancorp,
Inc. 615 Merrick Avenue, Westbury, NY 11590.
The directors, executive officers and certain other members of management and
employees of each of the Company and Haven, as well as ChaseMellon Shareholder
Services, LLC and Morrow & Co., Inc. may be soliciting proxies from stockholders
in favor of the merger. For information concerning the identity of the
participants in the solicitation of proxies, including each person's direct or
indirect interests, by security holdings or otherwise, investors should refer to
each company's most recent proxy statement, which is available through the
sources set forth above or may contact Queens or Haven, as the case may be, at
the address listed above.