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