SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant X
-----
Filed by a Party other than the Registrant
-----
Check the appropriate box:
- ---- Preliminary Proxy Statement
- ---- Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
X Definitive Proxy Statement
- ----
X Definitive Additional Materials
- ----
- ---- Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Haven Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
- ----
- ---- Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
- ---- Fee paid previously with preliminary materials.
- ---- Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
HAVEN BANCORP, INC.
93-22 Jamaica Avenue
Woodhaven, New York 11421
(718) 847-7041
March 17, 1997
Dear Stockholder:
You are cordially invited to attend the annual meeting of
stockholders (the "Annual Meeting") of Haven Bancorp, Inc. (the
"Company"), the holding company for Columbia Federal Savings Bank
(the "Bank"), which will be held on April 23, 1997, at 9:00 a.m.,
at the Holiday Inn Crowne Plaza, 104-04 Ditmars Blvd., East
Elmhurst, New York.
The attached notice of the Annual Meeting and proxy statement
describe the formal business to be transacted at the meeting.
Directors and officers of the Company, as well as a representative
of KPMG Peat Marwick LLP, the Company's independent auditors, will
be present at the meeting to respond to any questions our
stockholders may have.
The Board of Directors of the Company has determined that a
favorable vote on the matters to be considered at the Annual
Meeting is in the best interests of the Company and its
stockholders. For the reasons set forth in the proxy statement, the
Board unanimously recommends a vote "FOR" each matter to be
considered.
Please sign and return the enclosed proxy card promptly. Your
cooperation is appreciated since a majority of the Common Stock
must be represented, either in person or by proxy, to constitute a
quorum for the conduct of business.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, we wish to thank you for your continued
support. We appreciate your interest.
Sincerely yours,
George S. Worgul Philip S. Messina
Chairman of the Board President and Chief
Executive Officer
HAVEN BANCORP, INC.
93-22 Jamaica Avenue
Woodhaven, New York 11421
(718) 847-7041
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 23, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Haven Bancorp, Inc. (the "Company") will be
held on April 23, 1997, at 9:00 a.m., at the Holiday Inn Crowne
Plaza, 104-04 Ditmars Blvd., East Elmhurst, New York.
The Annual Meeting is for the purpose of considering and voting
upon the following matters:
1. The election of three directors for terms of three years each
or until their successors are elected and qualified;
2. The ratification of KPMG Peat Marwick LLP as independent
auditors of the Company for the fiscal year ending December 31,
1997; and
3. Such other matters as may properly come before the Annual
Meeting or any adjournments thereof. The Company is not aware of
any such business.
The Board of Directors has established March 5, 1997 as the record
date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting and at any adjournments thereof.
Only recordholders of the common stock of the Company as of the
close of business on that date will be entitled to vote at the
Annual Meeting or any adjournments thereof. In the event there are
not sufficient votes for a quorum or to approve or ratify any of
the foregoing proposals at the time of the Annual Meeting, the
Annual Meeting may be adjourned in order to permit further
solicitation of proxies by the Company. A list of stockholders
entitled to vote at the Annual Meeting will be available at
Columbia Federal Savings Bank, 93-22 Jamaica Avenue, Woodhaven, New
York, for a period of ten days prior to the Annual Meeting and will
also be available for inspection at the Annual Meeting.
By Order of the Board of Directors
Joseph W. Rennhack
Secretary
Woodhaven, New York
March 17, 1997
HAVEN BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1997
SOLICITATION AND VOTING OF PROXIES
This proxy statement is being furnished to stockholders of Haven
Bancorp, Inc. (the "Company") in connection with the solicitation
by the Board of Directors of the Company (the "Board of Directors")
of proxies to be used at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held on April 23, 1997, at 9:00 a.m., at
the Holiday Inn Crowne Plaza, 104-04 Ditmars Blvd., East Elmhurst,
New York, and at any adjournments thereof. The 1996 Annual Report
to Stockholders, including the consolidated financial statements
for the fiscal year ended December 31, 1996, accompanies this proxy
statement, which is first being mailed to recordholders on or about
March 17, 1997.
Regardless of the number of shares of common stock owned, it is
important that recordholders of a majority of the shares be
represented by proxy or be present in person at the Annual Meeting.
Stockholders are requested to vote by completing the enclosed proxy
card and returning it signed and dated in the enclosed postage-paid
envelope. Stockholders are urged to indicate their vote in the
spaces provided on the proxy card. Proxies solicited by the Board
of Directors of the Company will be voted in accordance with the
directions given therein. Where no instructions are indicated,
signed proxies will be voted FOR the election of each of the
nominees for director named in this proxy and FOR the ratification
of KPMG Peat Marwick LLP as independent auditors for the Company
for the fiscal year ending December 31, 1997.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a
proxy, however, confers on the designated proxyholders
discretionary authority to vote the shares in accordance with their
best judgment on such other business, if any, that may properly
come before the Annual Meeting or any adjournments thereof.
A proxy may be revoked at any time prior to its exercise by the
filing of a written notice of revocation with the Secretary of the
Company, by delivering to the Company a duly executed proxy bearing
a later date, or by attending the Annual Meeting and voting in
person if a written revocation is filed with the Secretary of the
Annual Meeting prior to the voting of such proxy. A stockholder
whose shares are not registered in his or her own name will need
appropriate documentation from the recordholder to vote personally
at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith
will be borne by Haven Bancorp, Inc. In addition to the
solicitation of proxies by mail, Morrow & Co., Inc., a proxy
solicitation firm, will assist the Company in soliciting proxies
for the Annual Meeting and will be paid a fee estimated to be
$4,000 plus out-of-pocket expenses. Proxies may also be solicited
personally or by telephone or telegraph by directors, officers and
regular employees of the Company and Columbia Federal Savings Bank
(the "Bank"), without additional compensation therefor. The Company
will also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are
beneficially owned by others to send proxy material to, and obtain
proxies from, such beneficial owners and will reimburse such
holders for their reasonable expenses in doing so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of
shares of common stock of the Company (the "Common Stock"), with
each share entitling its owner to one vote on all matters to be
voted on at the Annual Meeting except as described below. There is
no cumulative voting for the election of directors.
The close of business on March 5, 1997 has been fixed by the Board
of Directors as the record date (the "Record Date") for the
determination of stockholders of record entitled to notice of and
to vote at the Annual Meeting and any adjournments thereof. The
total number of shares of Common Stock outstanding on the Record
Date was 4,328,874 shares.
As provided in the Company's Certificate of Incorporation,
recordholders of Common Stock who beneficially own in excess of 10%
of the outstanding shares of Common Stock (the "Limit") are not
entitled to any vote with respect to the shares held in excess of
the Limit. A person or entity is deemed to beneficially own shares
owned by an affiliate of, as well as persons acting in concert
with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit,
including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably
believed to beneficially own stock in excess of the Limit supply
information to the Company to enable the Board to implement and
apply the Limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to
vote at the meeting (after subtracting any shares in excess of the
Limit pursuant to the Company's Certificate of Incorporation) is
necessary to constitute a quorum at the Annual Meeting.
Abstentions are considered in determining the presence of a quorum.
In the event there are not sufficient votes for a quorum or to
approve or ratify any proposal at the time of the Annual Meeting,
the Annual Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy card being provided by
the Board of Directors enables a stockholder of record to vote
"FOR" the election of the nominees proposed by the Board, or to
"WITHHOLD AUTHORITY" to vote for one or more of the nominees being
proposed. Under Delaware law and the Company's Bylaws, directors
are elected by a plurality of votes cast, without regard to either
(i) broker non-votes, or (ii) proxies as to which authority to vote
for one or more of the nominees being proposed is withheld.
As to the ratification of KPMG Peat Marwick LLP as independent
auditors of the Company and all other matters that may properly
come before the Annual Meeting, the proxy card enables a
stockholder by checking the appropriate box, to: (i) vote "FOR"
the item; (ii) vote "AGAINST" the item; or (iii) "ABSTAIN" from
voting on such item. Under the Company's Certificate of
Incorporation and Bylaws, unless otherwise required by law, matters
such as the ratification of independent auditors of the Company and
all other matters shall be determined by a majority of the votes
cast. Accordingly, shares as to which the "ABSTAIN" box has been
selected on the proxy card will be counted as votes cast and will
have the effect of a vote against such proposals. Shares
underlying broker non-votes will not be counted as votes cast and
will have no effect on the vote for such proposals.
Proxies solicited hereby will be returned to the Company's transfer
agent, and will be tabulated by inspectors of election designated
by the Board, who will not be employed by, or be a director of, the
Company or any of its affiliates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as to those
persons believed by management to be beneficial owners of more than
5% of the Company's outstanding shares of Common Stock as of the
Record Date based upon certain reports regarding such ownership
filed with the Company and with the Securities and Exchange
Commission ("SEC"), in accordance with Sections 13(d) or 13(g) of
the Securities Act of 1934, as amended ("Exchange Act") by such
persons or groups. Other than those listed below, the Company is
not aware of any person or group that owns more than 5% of the
Company's Common Stock as of the Record Date.
Name and Address Amount and Nature of Percent of
Title of Class of Beneficial Owner Beneficial Ownership Class(1)
- -------------- ------------------- -------------------- ----------
Common Stock Columbia Federal Savings Bank 343,227(2) 7.93%
Employee Stock Ownership Plan
and Trust ("ESOP"), 93-22
Jamaica Avenue, Woodhaven, NY
11421
(1) As of the Record Date there were 4,328,874 shares of Common
Stock outstanding.
(2) Shares of Common Stock were acquired by the ESOP in connection
with the conversion of Columbia Federal Savings Bank from mutual to
stock form ("Conversion"). A Committee of the Board of Directors
has been appointed to administer the ESOP (the "ESOP Committee").
An unrelated third party has been appointed as the corporate
trustee for the ESOP ("ESOP Trustee"). The ESOP Committee may
instruct the ESOP Trustee regarding investment of funds contributed
to the ESOP. The ESOP Trustee must vote all allocated shares held
in the ESOP in accordance with the instructions of the
participating employees. As of the Record Date, 123,502 shares of
Common Stock in the ESOP have been allocated to participating
employees. Under the ESOP, unallocated shares held in the suspense
account will be voted by the ESOP Trustee in a manner calculated to
most accurately reflect the instructions received from participants
regarding the allocated stock so long as such vote is in accordance
with the provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to its Bylaws, the number of directors of the Company is
currently set at nine (9) unless otherwise designated by the Board
of Directors. Each of the nine members of the Board of Directors
of the Company also presently serves as a director of the Bank.
Directors are elected for staggered terms of three years each, with
a term of office of one of the three classes of directors expiring
each year. Directors serve until their successors are elected and
qualified.
The three nominees proposed for election at the Annual Meeting are
Messrs. Messina and Ruggiere and Msgr. Hartman. All nominees named
are presently directors of the Company and the Bank. Msgr. Hartman
was appointed to the Board of Directors effective as of February
26, 1997 to fill the vacancy created by the resignation of Robert
M. Cashill. No person being nominated as a director is being
proposed for election pursuant to any agreement or understanding
between any person and the Company.
In the event that any such nominee is unable to serve or declines
to serve for any reason, it is intended that proxies will vote for
the election of the balance of those nominees named and for such
other persons as may be designated by the present Board of
Directors. The Board of Directors has no reason to believe that any
of the persons named will be unable or unwilling to serve. Unless
authority to vote for the directors is withheld, it is intended
that the shares represented by the enclosed proxy card, if executed
and returned, will be voted FOR the election of all nominees
proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with Respect to the Nominees, Continuing Directors and
Certain Executive Officers
The following table sets forth, as of the Record Date, the names of
the nominees, continuing directors, and "named executive officers,"
as defined below, as well as their ages; a brief description of
their recent business experience, including present occupations and
employment; certain directorships held by each; the year in which
each became a director of the Bank and the year in which their term
(or in the case of nominees, their proposed term) as director of
the Company expires. This table also sets forth the amount of
Common Stock and the percent thereof beneficially owned by each
director, nominee and "named executive officer" and all directors
and executive officers as a group as of the Record Date.
Shares of Ownership
Name and Principal Expiration Common Stock as Percent
Occupation at Present Director of Term as Beneficially of
and for Past Five Years Age Since(1) Director Owned(2) Class(3)
----------------------- --- -------- ---------- ------------ ----------
NOMINEES
Philip S. Messina 53 1986 1997 118,656(5)(6) 2.7%
President and Chief Executive Officer (7)(8)
of the Company and the Bank; Director
and Chairman of the Board of CFSB
Funding, Inc., Columbia Resources,
Inc., and Columbia Investment Services,
Inc., all subsidiaries of the Bank
Joseph A. Ruggiere 68 1979 1997 74,254(10)(11) 1.7%
President of Ohlert-Ruggiere, Inc.,
a financial service company
Msgr. Thomas J. Hartman 50 1997 1997 0(12) *
Director of Radio and Television for
Diocese of Rockville Centre for
Telicare Television Studios, a cable
television station
CONTINUING DIRECTORS
Michael J. Fitzpatrick 58 1988 1998 32,254(10)(11) *
CPA, Retired, former Vice President-
National Thrift Director at E.F.
Hutton & Company, Inc., a
national securities firm
Robert M. Sprotte 60 1974 1998 46,254(10)(11) 1.1%
President of Schmelz Bros., Inc., a
plumbing contractor; President of
RDR Realty Corp., a real estate
holding company; President of Three
Rams Realty
William J. Jennings, II(9) 51 1996 1998 8,368(10)(11) *
Managing Director - Chief of Staff
to Chairman of Salomon Brothers,
Inc., a brokerage firm
George S. Worgul(4) 69 1983 1999 134,756(6)(7)(8) 3.0%
Chairman of the Board and Retired (10)(11)
President of the Company and the Bank
Robert L. Koop 74 1968 1999 37,254(10)(11) *
President of Haven Chevrolet
Michael J. Levine 52 1996 1999 6,868(10)(11) *
President of Norse Realty Group, Inc.
and Affiliates, a real estate owner
and developer, Partner in Levine and
Schmutter, Certified Public
Accountants
NAMED EXECUTIVE OFFICERS
Joseph W. Rennhack 55 -- -- 70,664(5)(6)(7) 1.6%
Senior Vice President-Secretary of (8)
the Company and the Bank;
President and Director of CFSB
Funding, Inc.; Director of
Columbia Resources, Inc.;
Administrative Trustee of Haven
Capital Trust I
Thomas J. Seery 52 -- -- 41,244(5)(6)(7) *
Executive Vice President-Operations (8)
of the Company and Bank;
Director of Columbia Investment
Services, Inc.
Catherine Califano 38 -- -- 25,127(5)(6)(7) *
Senior Vice President - Chief
Financial Officer of the Company
and the Bank; Director of
Columbia Resources; Director of
CFSB Funding, Inc; former Vice
President-Controller of the
Company and the Bank; former
Senior Vice President-Chief
Financial Officer of Home Savings
Bank, Brooklyn, New York;
Administrative Trustee of Haven
Capital Trust I
Gerard H. McGuirk 54 -- -- 24,846(5)(6)(7) *
Executive Vice President - Chief (8)
Lending Officer of the Company
and the Bank; President and
Director of Columbia Resources,
Inc.; former Group Head of Real
Estate Workouts for Fleet Bank,
N.Y.
All directors and executive -- -- -- 620,545(5)(6)(7) 13.2%
officers of the Company (8)(10)(11)
as a group (13 persons)
* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as director of the Company's
predecessor, the Bank.
(2) Each person or relative of such person whose shares are
included herein, exercises sole or shared voting or dispositive
power as to the shares reported.
(3) Percentages with respect to each person or group have been
calculated on the basis of 4,328,874 shares of Common Stock
outstanding as of the Record Date and include the number of shares
of Common Stock which each such person or group of persons has the
right to acquire within 60 days of the Record Date.
(4) Mr. Worgul retired as President of the Company and the Bank on
June 30, 1994.
(5) Includes 2,401, 4,960, 2,481, 3,000, and 3,000 shares awarded
to Messrs. Messina, Rennhack, Seery and McGuirk and to Ms.
Califano, respectively, under the Columbia Federal Savings Bank
Recognition and Retention Plan for Officers and Employees ("MRP")
as to which each has sole voting power but no investment power.
Also includes 5,999 shares of restricted stock awarded to Mr.
Messina and 3,000 shares of restricted stock awarded to each of
Messrs. Rennhack, Seery and McGuirk and to Ms. Califano,
respectively, under the Haven Bancorp Inc. 1996 Stock Incentive
Plan ("1996 Stock Incentive Plan").
(6) Includes 99,187, 74,390, 50,833, 29,756, 15,564, and 15,564
shares subject to options granted to Messrs. Worgul, Messina,
Rennhack, Seery and McGuirk and to Ms. Califano, respectively,
pursuant to the Haven Bancorp, Inc. 1993 Incentive Stock Option
Plan ("Incentive Option Plan") which may be acquired within 60 days
of the Record Date. Does not include 2,377, 877, 877, 9,032 and
9,032 shares subject to options granted to Messrs. Messina,
Rennhack, Seery, and McGuirk and Ms. Califano under the 1993
Incentive Option Plan which are not currently exercisable. Also
not included are 28,500 options granted to Mr. Messina and 10,500
options granted to each of Messrs. Rennhack, Seery and McGuirk and
Ms. Califano under the 1996 Stock Incentive Plan which are not
currently exercisable.
(7) The figures shown include shares held in trust pursuant to the
ESOP that have been allocated as of December 31, 1996 to individual
accounts as follows: Mr. Worgul, 2,217 shares; Mr. Messina, 3,367
shares; Mr. Rennhack, 3,205 shares; Mr. Seery, 2,432 shares; Mr.
McGuirk, 1,136; shares and Ms. Califano, 1,917 shares. Such
persons have sole voting power but no investment power, except in
limited circumstances, as to such shares. The figures shown do not
include 219,725 shares held in trust pursuant to the ESOP that have
not been allocated to any individual's account and as to which the
members of the Company's ESOP Committee (consisting of Messrs.
Ruggiere, Sprotte and Koop) may be deemed to share investment power
and as to which the named executive officers may be deemed to share
voting power, thereby causing each such member or executive officer
to be deemed a beneficial owner of such shares. Each of the
members of the ESOP Committee and the executive officers disclaims
beneficial ownership of such shares.
(8) The figures shown include shares held in the Employer Stock
Fund of the Bank's Employee 401(k) Thrift Incentive Savings Plan
("Employee Thrift Savings Plan") as to which each person identified
has shared voting and investment power as follows: Mr. Worgul,
12,768 shares; Mr. Messina, 13,340 shares; Mr. Rennhack, 4,085
shares; Mr. Seery, 3,575 shares; and Mr. McGuirk, 299 shares. The
figures shown do not include 11,678 shares held in the Employer
Stock Fund of the Employee Thrift Savings Plan as to which the
named executive officers have shared voting power and investment
power. Each of the executive officers disclaims beneficial
ownership of such shares.
(9) Mr. Jennings' wife is the first cousin of Mr. Messina.
(10) Includes 3,100 shares of restricted stock awarded to each of
Messrs. Levine and Jennings under the Columbia Federal Savings Bank
Recognition and Retention Plan for Outside Directors ("DRP"), as to
which each individual has sole voting power but no investment
power. Also includes 210 shares of restricted stock awarded to
each of Messrs. Ruggiere, Fitzpatrick, Sprotte, Worgul, Koop,
Levine and Jennings under the 1996 Incentive Stock Incentive Plan,
as to which each individual has sole voting power but no investment
power.
(11) Includes 18,597 shares subject to options granted to each of
Messrs. Koop, Sprotte, Ruggiere and Fitzpatrick under the Haven
Bancorp, Inc. 1993 Stock Option Plan for Outside Directors
("Directors' Stock Option Plan") which are currently exercisable.
Also includes 2,000 shares subject to options granted to each of
Messrs. Worgul, Koop, Sprotte, Ruggiere and Fitzpatrick pursuant to
the 1996 Stock Incentive Plan, which maybe acquired within 60 days
of the Record Date. Does not include 9,301 shares subject to
options granted to each of Messrs. Jennings and Levine under the
Directors' Stock Option Plan which are not currently exercisable.
Also not included are 4,000 shares subject to options granted to
each of Messrs. Worgul, Koop, Sprotte, Ruggiere, Fitzpatrick,
Levine and Jennings under the 1996 Stock Incentive Plan which are
not currently exercisable.
(12) Msgr. Hartman will be granted restricted stock and stock
options awards pursuant to the various stock benefit plans for
directors. The amount of such grants has not yet been determined.
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
The Board of Directors conducts its business through meetings of
the Board and through activities of its committees. The Board of
Directors meets monthly and may have additional meetings as needed.
During fiscal 1996, the Board of Directors of the Company held 12
regular board meetings and one special meeting. All of the
directors of the Company attended at least 75% in the aggregate of
the total number of the Company's board meetings held and committee
meetings on which such director served during fiscal 1996 other
than Mr. Webster who died on September 14, 1996 and Messrs.
Jennings and Levine who were appointed to the Board of Directors of
the Company on September 26, 1996. In addition, Mr. Claffey retired
from the Board of Directors on January 31, 1997 and Mr. Cashill
resigned from the Board of Directors on February 26, 1997. The
Board of Directors of the Company maintains committees, the nature
and composition of which are described below:
The Audit Committee of the Company and the Bank for fiscal 1996
consisted of Messrs. Claffey, Fitzpatrick, Webster, Sprotte and
Cashill. This committee met two times in fiscal 1996 and recommends
an independent audit firm to be submitted for approval at the
Company's Annual Meeting of stockholders; approves internal audit
schedules; and reviews internal audit reports.
The Company's Nominating Committee for the 1997 Annual Meeting
consists of Messrs. Worgul, Levine and Jennings. The Committee
considers and recommends the nominees for directors to stand for
election at the Company's Annual Meeting of stockholders. The
Company's Certificate of Incorporation and Bylaws also provide for
stockholder nominations of directors. These provisions require such
nominations to be made pursuant to timely notice in writing to the
Secretary of the Company. The stockholder's notice of nomination
must contain all information relating to the nominee which is
required to be disclosed by the Company's Bylaws and by the
Exchange Act. The Nominating Committee met two times in preparation
for the 1997 Annual Meeting.
The Compensation Committee for the Company and Bank currently
consists of Messrs. Sprotte, Koop, Worgul and Jennings and will be
responsible for the 1997 Compensation Committee Report on Executive
Compensation. The Compensation Committee is responsible for
determining executive compensation. The 1996 Compensation
Committee consisted of Messrs. Koop, Claffey, Fitzpatrick and
Sprotte and was responsible for the 1996 Compensation Committee
Report on Executive Compensation contained in this Proxy Statement.
The Compensation Committee met three times in 1996.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. In 1996, Directors who were not employees of the
Company or the Bank received a retainer of $18,000 a year, one
third of which was paid in the form of restricted stock granted
pursuant to the 1996 Stock Incentive Plan, and a fee of $800 for
each Board meeting attended. The Chairman's annual retainer was
$38,000. One third of these fees were paid by the Company.
Committee members received a fee of $750 for each regular and
special meeting attended. Directors are also eligible for coverage
under the Company's health and dental insurance plans in the same
manner as employees.
Effective January 1, 1997, Directors who are not employees of the
Company or the Bank will receive a retainer of $18,000 a year, one
third of which is paid in the form of restricted stock, and a fee
of $1,000 for each Board meeting attended. The Chairman's annual
retainer has been reduced to $30,000 per year. One-third of these
fees will be paid by the Company. Committee members will receive
a fee of $1,500 for each regular and special meeting attended. The
Chairman of each committee will receive an additional retainer of
$1,500 per year. Directors continue to be eligible for coverage
under the Company's health and dental insurance plans in the same
manner as for employees.
DIRECTORS' STOCK OPTION PLAN. Under the Directors' Stock Option
Plan, each outside director who was not an officer of the Company
or the Bank at the time of the Bank's Conversion was granted
options to purchase 18,597 shares of Common Stock at an exercise
price of $10.00 per share on the date of grant, September 23, 1993.
To the extent options for shares are available for grant under the
Directors' Stock Option Plan, each subsequently appointed or
elected outside director will be granted options as of the date on
which such director is qualified and first begins to serve as an
outside director. Pursuant to the Directors' Stock Option Plan,
effective October 24, 1996, Messrs. Levine and Jennings were each
granted options to purchase 9,301 shares of common stock at an
exercise price of $26.81 per share, the fair market value on the
date of grant. All options granted under the Directors' Stock
Option Plan are exercisable one year from the date of grant. Upon
death, disability or retirement of the participant or upon a change
in control of the Company or the Bank, all options previously
granted would automatically become exercisable.
HAVEN BANCORP INC. 1996 STOCK INCENTIVE PLAN. The Company's
stockholders approved the 1996 Stock Incentive Plan at the Annual
Meeting held April 24, 1996. On such date, each eligible outside
director was granted a non-qualified stock option to purchase 6,000
shares of common stock at an exercise price of $24.28 per share. To
the extent options for shares are available for grant under the
1996 Stock Incentive Plan, each subsequently appointed or elected
outside director will be granted options as of the date on which
such outside director is qualified and first begins to serve as an
outside director. Effective October 24, 1996, Messrs. Levine and
Jennings were each granted non-qualified stock options to purchase
4,000 shares of common stock at an exercise price of $26.81 per
share, the fair market value on the date of grant. All options
granted under the 1996 Stock Incentive Plan are exercisable in
three equal installments beginning one year from the date of grant.
Upon death, disability or retirement of the participant or upon a
change in control of the Company or the Bank, all options
previously granted would automatically become exercisable.
Pursuant to the 1996 Stock Incentive Plan, effective as of January
1,1996 and as of the first business day of each of the first four
calendar years beginning after the January 1, 1996 ("Grant Date"),
each eligible outside director will be granted a number of shares
of restricted stock in lieu of receiving one-third of the annual
retainer that would otherwise be paid in cash to such eligible
outside director for the calendar year in which the Grant Date
occurs. The number of shares of restricted stock to be granted to
an eligible outside director on each Grant Date shall be equal to
the dollar value of one-third of the eligible outside director's
annual retainer for the calendar year in which the Grant Date
occurs, divided by the fair market value of a share on the
effective date of the grant, disregarding any fractional shares
resulting from such calculation. Effective January 1, 1996, each
eligible outside director was granted 247 shares in lieu of cash.
Messrs. Levine and Jennings were subsequently granted 58 shares on
October 24, 1996. In addition, effective on January 1, 1997, each
eligible, outside director was granted 210 shares, in lieu of cash,
representing one-third of such director's annual retainer for 1997.
DIRECTORS' RECOGNITION AND RETENTION PLAN. Under the DRP, each of
the six outside directors at the time of the Conversion received
awards of 6,199 shares. On October 24, 1996, Messrs. Levine and
Jennings were each awarded 3,100 shares. Awards to directors vest
in three equal annual installments commencing on the first
anniversary of the effective date of the award. Awards will be
100% vested upon termination of employment or service as a director
due to death, disability or retirement of the director or following
a change in the control of the Bank or the Company. In the event
that before reaching normal retirement a director terminates
service with the Bank or the Company, the director's non-vested
awards will be forfeited. When shares become vested and are
actually distributed in accordance with the DRP, the recipients
will also receive amounts equal to any accrued dividends with
respect thereto. Prior to vesting, recipients of awards may direct
the voting of the shares allocated to them. Shares not subject to
an award will be voted by the trustees of the DRP in proportion to
the directions provided with respect to shares subject to an award.
CONSULTATION AND RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS. Under
the Company's Consultation and Retirement Plan for Non-Employee
Directors (the "Directors Retirement Plan"), a director who is not
an employee or officer of the Company is a participant in the Plan.
Any participant who has served as a director for at least 60
months, who has attained age 55 and who, after his retirement,
executes a Consulting Agreement to provide continuing service to
the Bank and Company, will be eligible to receive benefits under
the Plan. The annual retirement benefit will be an amount equal to
two thirds of the sum, measured as of the date of retirement, of
(i) the amount of retainer fees paid to directors, (ii) the
aggregate of the annual Board of Directors committee fees paid to
the director, and (iii) the aggregate of the twelve regular meeting
fees of the Board of Directors. During 1996, Robert J. Webster a
member of the Company's and Bank's Board of Directors retired and
executed a consulting agreement with the Company. During January
1997, William J. Claffey, also a member of the Company's and Bank's
Board of Directors, retired and subsequently entered into a
consulting agreement with the Company.
CONSULTATION AGREEMENT
The Company entered into a Consultation Agreement with Mr. Worgul
effective from July 1, 1994 until June 30, 1996. Under the
Consultation Agreement, Mr. Worgul received compensation in the
amount of $30,000 per year. Pursuant to the Consultation
Agreement, Mr. Worgul provided advisory and consulting services to
the Company and the Bank, providing them with the benefit of his
special knowledge, skills, contacts and business experience in the
savings and loan industry.
EXECUTIVE COMPENSATION
The report of the Compensation Committee and the stock performance
graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 (the "Securities Act") or
the Securities Exchange Act of 1934 (the "Exchange Act"), except to
the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed
under such Acts.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under
rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and
benefits provided to the Company's chief executive officer and
other executive officers of the Company. The disclosure
requirements for the chief executive officer and such other
executive officers include the use of tables and a report
explaining the rationale and considerations that led to fundamental
compensation decisions affecting those individuals. In fulfillment
of this requirement, the joint Compensation Committee of the
Company and Bank (the "Compensation Committee"), at the direction
of the Board of Directors, has prepared the following report for
inclusion in the proxy statement. The members of the 1996
Compensation Committee were Messrs. Koop, Claffey, Fitzpatrick, and
Sprotte.
The Compensation Committee of the Board of Directors of the Bank is
responsible for establishing the compensation levels and benefits
of executive officers of the Bank, who also serve as executive
officers of the Company, and for reviewing recommendations of
management for compensation and benefits for other officers of the
Bank. The Compensation Committee establishes compensation on a
calendar year basis. The Compensation Committee along with the
Board of Directors were responsible for compensation decisions in
1996.
COMPENSATION OF THE PRESIDENT AND OTHER EXECUTIVE OFFICERS. The
compensation of the President and other executive officers consists
of salary, bonus, stock options, restricted stock awards, pension
and fringe benefits. Base salary is based upon a total
compensation review conducted by KPMG Peat Marwick LLP on behalf of
the Compensation Committee in 1992 (the "Salary Review Program").
The Compensation Committee utilizes updated data from discussions
with KPMG Peat Marwick LLP to adjust the salary ranges within the
Salary Review Program annually. The Salary Review Program was
conducted to develop a salary management program for officer
positions and develop a management incentive program for executive
and senior officers. The management incentive program was
implemented in 1995. The Salary Review Program established
competitive salary ranges for executive officers developed by
reviewing market data as of July 1, 1992. The ranges are updated
annually through discussions with KPMG Peat Marwick LLP to reflect
remuneration data with respect to thrift institutions of comparable
size in the New York metropolitan area. Base salary levels are
generally within a range consistent with and competitive with that
of other institutions that are similar to the Bank in asset size,
function and geographical markets. The institutions used to
compare salaries are not necessarily the same as those which make
up the Peer Group used in the Stock Graph. Executive compensation
is based upon consideration of an individual's performance and
contribution to the viability of the Company and the performance of
the Company as a whole. On March 1, 1996, Mr. Messina's salary as
President and Chief Executive Officer was increased from $300,000
to $375,000 by the Compensation Committee. The Compensation
Committee reasoned that such amount would remunerate Mr. Messina
within the range in the Company's Salary Review Program, and within
the market average base salary range of area public thrifts with
assets greater than $1 billion. The Compensation Committee
authorized the payment of incentive awards to executive management
of the Company under a management incentive program implemented
during the 1995 year. The program utilizes goal attainment as the
basis for any incentive payment. This approach incorporates key
financial factors with pre-defined achievement levels established
by the Compensation Committee. The Compensation Committee at its
discretion may expand or contract the identified factors and may
increase or decrease the threshold achievement levels for
implementation in any one plan year. Based upon the Company's
having exceeded the financial performance criteria established for
1996, Mr. Messina was awarded an incentive payment of $131,250.
During the second quarter of 1996, the Board of Directors engaged
the services of KPMG Peat Marwick's Performance and Compensation
Management Division to evaluate, update and recommend changes to
the Company's compensation program. In this regard, the 1996
Executive Compensation Review Report was drafted which contained a
study of the Company's compensation practices compared to a peer
group of financial institutions in the New York geographic area
that are of similar size and nature of business. Such report
focused upon base salaries, annual incentives, total cash
compensation, long term incentives and total compensation. In
addition, the study addressed the financial performance of the
Company compared to its peers, provided an analysis of stock
granted to executives at conversion and conveyed KPMG Peat Marwick
LLP's prospective recommendations for cash compensation, annual
incentives and long term grants. This study was used by the
Committee to evaluate and establish executive compensation levels.
Stock options and stock awards are compensation plans maintained by
the Company and serve as a long-term incentive by linking executive
compensation with the interests of the Company's stockholders.
Stock based compensation is designed to retain employees and build
loyalty while promoting stockholder value. Stock options and
restricted stock awards were granted to Mr. Messina as well as to
other officers at the time of the Bank's conversion to a publicly
held company (September 23, 1993). The Compensation Committee
based such grants to executive officers on practices of other
financial institutions as verified by external surveys as well as
the executives' level of responsibilities, seniority and past
contribution to the Bank. The restricted stock awards granted to
Mr. Messina vested over three years at 33 1/3% per year; vesting
commenced on September 23, 1994, one year from the date of grant.
The stock options and restricted stock awards granted to other
executive officers were based on similar data and factors as those
used in determining appropriate levels of stock options and
restricted stock awards to be granted to Mr. Messina. The
restricted stock granted to other executive officers vests over a
five year period at 20% per year. For some officers, vesting
commenced on September 23, 1994 and for other officers vesting
commenced February 23, 1996, in each case, one year from date of
grant.
The Board of Directors, having thoroughly reviewed the
recommendation of KPMG Peat Marwick LLP with respect to
compensation matters, granted stock options and restricted stock
awards to Mr.Messina as well as to other officers at a meeting held
on May 23, 1996. The restricted stock awards and stock options
granted vest over three years at 33 1/3% per year; vesting
commencing on May 23, 1997, one year from date of grant.
The grants and awards for the President and Chief Executive Officer
along with the grants and awards for other executive officers are
reflected in the Summary Compensation Table. For a summary of
stock options see "Incentive Stock Option Plan and 1996 Stock
Incentive Plan" below.
Compensation Committee:
Michael J. Fitzpatrick Robert L. Koop
Robert M. Sprotte William J. Claffey
Board of Directors:
Michael J. Fitzpatrick Robert M. Cashill George S. Worgul
Robert M. Sprotte Philip S. Messina Robert L. Koop
William J. Jennings II Joseph A. Ruggiere Michael J. Levine
STOCK PERFORMANCE GRAPH. The following table shows a comparison of
cumulative total stockholder return on the Company's Common Stock,
based on the market price of the Common Stock assuming reinvestment
of dividends, with the cumulative total return of companies in The
Nasdaq Stock Market and in the SNL Thrift Index for the period
beginning on September 23, 1993, the day the Company's Common Stock
began trading, through December 31, 1996.
Comparison of Cumulative Total Return
Among Haven Bancorp, Inc. Common Stock,
Nasdaq U.S. Index and SNL Mid Atlantic Index
September 23, 1993 - December 1996
Haven Bancorp, Inc.
Total Return Performance
09/23/93 12/31/93 12/31/94 12/29/95 12/31/96
-------- -------- -------- -------- --------
Haven Bancorp, Inc. 100.00 128.75 132.50 238.29 294.75
NASDAQ (US) 100.00 102.66 100.35 141.80 176.51
SNL Mid Atlantic Index 100.00 101.02 100.18 156.63 202.33
Notes:
A. The lines represent index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on
09/23/93.
SUMMARY COMPENSATION TABLE. The following table sets forth the
compensation paid by the Company and/or Bank for services during
the years ended December 31, 1996, 1995 and 1994, to the Chief
Executive Officer and the four other highest paid executive
officers of the Company and/or the Bank who each received total
salary and bonus in excess of $100,000 (the "Named Executive
Officers") in 1996.
Long Term Compensation
Annual Compensation Awards Payouts
---------------------------- ----------------------- -------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Awards Options/SARs Payouts Compensation
Position Year ($) ($(2) ($)(2) ($)(3)(4) (#)(5) ($)(6) ($)(7)
- ------------------ ---- ------ ----- ------------ ---------- ------------ ------- ------------
Philip S. Messina 1996 369,230 131,250 1,800 240,450 30,877 -- 33,296
President and CEO 1995 293,077 75,000 -- -- -- -- 23,335
1994 230,000 5,000 -- -- -- -- 9,300
Joseph W. Rennhack 1996 161,865 40,000 900 85,875 11,377 -- 35,536
Senior Vice President 1995 151,962 22,950 -- -- -- -- 22,911
and Secretary 1994 147,000 2,827 -- -- -- -- 6,635
Thomas J. Seery 1996 134,654 33,750 900 85,875 11,377 -- 26,397
Executive Vice President- 1995 116,615 20,060 -- -- -- -- 17,386
Operations 1994 110,000 2,115 -- -- -- -- 5,033
Gerard H. McGuirk 1996 154,952 38,750 900 85,875 11,377 -- 31,238
Executive Vice President- 1995 135,337 23,375 -- 118,125 20,000 -- 1,932
Chief Lending Officer 1994 122,404 2,404 -- -- -- -- 1,613
Catherine Califano 1996 150,721 37,500 900 85,875 11,377 -- 29,342
Senior Vice President- 1995 132,740 20,625 -- 118,125 20,000 -- 11,036
Chief Financial Officer 1994 108,269 2,115 -- -- -- -- 300
(1) Bonus for 1996 consists of payments pursuant to Bank's
Executive Incentive Compensation Plan.
(2) For 1995 and 1994, there were no (a) perquisites over the
lesser of $50,000 or 10% of the individual's total salary and bonus
for the year; (b) payments of above-market preferential earnings on
deferred compensation; (c) the payment reimbursements; or (d)
preferential discounts on stock. Amounts listed for 1996 are
dividends received on restricted stock granted under the 1996 Stock
Incentive Plan which are distributed when paid, even if prior to
the vesting of restricted stock.
(3) Pursuant to the MRP, an award of 2,401 shares of restricted
stock was made to Mr. Messina on May 23, 1996, which award vests in
three equal annual installments commencing on May 23, 1997. In
addition, awards of 5,000 shares of restricted stock were made
pursuant to the MRP to each of Mr. McGuirk and Ms. Califano on
February 23, 1995, which awards vest in five equal annual
installments commencing on February 23, 1996. When shares become
vested and are distributed, the recipient also receives an amount
equal to accumulated dividends and earnings thereon (if any). The
dollar amounts in the table for 1996 are based upon the closing
market price of $28.625 per share of Common Stock on December 31,
1996, as reported on the Nasdaq National Market System and the
dollar amounts in the table for 1995 are based upon the closing
market price of $23.625 per share of Common Stock on December 29,
1995, as reported on the Nasdaq National Market System.
(4) Pursuant to the 1996 Stock Incentive Plan, Mr. Messina was
granted an award of 5,999 shares of restricted stock and each of
Messrs. Rennhack, Seery, and McGuirk and Ms. Califano were granted
awards of 3,000 shares of restricted stock on May 23, 1996, which
vest in three annual installments commencing May 23, 1997. The
dollar amounts in the table for 1996 are based upon the closing
market price of $28.625 per share of Common Stock on December 31,
1996, as reported on the Nasdaq National Market System.
(5) Includes options awarded under the Company's Incentive Option
Plan and the 1996 Stock Incentive Plan. For a discussion of the
terms of the grants and vesting of options, see "Incentive Stock
Option Plan and 1996 Stock Incentive Plan" below and the
corresponding tables.
(6) The Company does not maintain long-term incentive plans, and
therefore, there were no payments under such plans for fiscal 1996,
1995 or 1994.
(7) Amounts represent life insurance premiums paid by the Bank
with respect to Messrs. Messina, Rennhack, Seery and McGuirk and
Ms. Califano. Amounts for 1996 include the dollar value of an
allocation of Common Stock made to the named executive officer's
account under the ESOP during 1996, with respect to the plan year
ending December 31, 1995. Based on the closing market price of the
Common Stock on December 31, 1995 of $23.625 per share, the market
value of such allocation was $30,020, $30,000, $23,316, $26,858 and
$26,439 with respect to Messrs. Messina, Rennhack, Seery, and
McGuirk and Ms. Califano. The allocations to be made under the ESOP
for the plan year ending December 31, 1996 have not yet been
determined. The Bank made no matching contributions to the
Employee Thrift Savings Plan on behalf of the named executive
officers in 1995 and 1994. Matching contributions resumed for the
Employee Thrift Savings Plan on July 1, 1996. The matching
contributions for 1996 for Messrs. Messina, Rennhack, Seery,
McGuirk and Ms. Califano were $1,260, $2,386, $1,065, $2,364 and
$2,441, respectively.
EMPLOYMENT AGREEMENT. The Company entered into an amended and
restated employment agreement with Mr. Messina, effective as of
September 21, 1995, which is intended to clarify the terms of his
employment and to ensure the Company of the continued availability
of Mr. Messina with a minimum of personal distraction in the event
of a proposed or threatened change in control of the Company. This
employment agreement supersedes the prior employment agreements
entered into by the Bank and the Company with Mr. Messina. The
continued success of the Bank and the Company depends to a
significant degree on Mr. Messina's skills and competence.
The new employment agreement with the Company provides for a five-
year term, and beginning on the second anniversary of its effective
date, automatically extends for one day each day, such that the
term is always three years, until either the Board of Directors or
Mr. Messina provides written notice to the other party of an
intention not to extend the term of the employment agreement, at
which time the remaining term of the agreement will be fixed at
three years from the date of written notice. The employment
agreement provides that Mr. Messina will receive a base salary at
an initial annual rate of $300,000, which will be reviewed annually
by the Board.
In addition to the base salary, the employment agreement provides
for, among other things, disability pay, participation in stock
plans and other employee benefit plans, fringe benefits applicable
to executive personnel and supplemental retirement benefits to
compensate the executive for the benefits that he cannot receive
under the Company's tax-qualified employee benefit plans due to the
limitations imposed on such plans by the Internal Revenue Code of
1986 (the "Code"). The employment agreement also provides that the
Company will indemnify Mr. Messina during the term of the
employment agreement and for a period of six years thereafter
against any costs, liabilities, losses and exposures for acts and
omissions in connection with his service as an officer or director,
to the fullest extent allowable under federal and Delaware law.
The employment agreement provides for termination of the executive
by the Company for cause at any time. In the event the Company
chooses to terminate the executive's employment for reasons other
than for cause or for disability, or in the event of the
executive's resignation from the Company following: (i) a failure
to re-elect or re-appoint the executive to his current offices;
(ii) a material change in the executive's functions, duties or
responsibilities; (iii) a relocation of his principal place of
employment; (iv) a material reduction in his compensation, benefits
or perquisites; or (v) a "Change in Control" as defined in the
agreement, the executive or, in the event of his death, his estate,
would be entitled to a payment equal to the salary payable or due
during the remaining term of the employment agreement, the other
cash compensation and benefits that would have been accrued or
received by the executive if he had remained employed by the
Company during the remaining unexpired term of the employment
agreement and continued life, health, dental, accident and
disability insurance coverage for the remaining unexpired term of
the employment agreement. In the event that the executive's
termination occurs following a Change in Control, the insurance
coverage described above shall be provided for the executive's
lifetime and he shall also be entitled to receive continued fringe
benefits and perquisites for the remaining unexpired term of the
employment agreement and a payment equal to the difference between
the value of his normal and supplemental retirement benefits and an
unreduced early retirement benefit commencing at age 55. Payments
made to Mr. Messina upon a change in control may result in an
"excess parachute payment" as defined under Section 280G of the
Code, which may result in the imposition of an excise tax on Mr.
Messina and a denial of a deduction for such excess amounts for the
Company. Under the employment agreement, the Company would
indemnify Mr. Messina for any such excise taxes, and any additional
income, employment and excise taxes imposed as a result of such
indemnification. The estimated value of Mr. Messina's employment
agreement in the event of his termination of employment following
a Change in Control is approximately $4,292,000, based upon certain
assumptions regarding the timing and structure of such a
transaction.
CHANGE IN CONTROL AGREEMENTS. For similar reasons as with the
employment agreement, the Bank and the Company have entered into
change in control agreements with Messrs. Rennhack, Seery and
McGuirk and Ms. Califano. Each change in control agreement with
the Bank provides for a two-year term, and commencing on the first
anniversary of the date of the agreement and continuing on each
anniversary thereafter, the agreement may be extended by the Board
of Directors of the Bank for an additional year such that the
remaining term of the Bank's change in control agreement shall be
two years. Each change in control agreement with the Company
provides for a three-year term which automatically extends for one
day each day, such that the term will always be three years, until
either the Board of Directors of the Company or the executive
provides written notice of an intention not to extend the term of
the agreement. Each change in control agreement provides that at
any time following a "Change in Control" (as defined in the
agreements) of the Company or the Bank, if the Company or the Bank
terminates the employee's employment for any reason other than
cause or, in the case of the Bank's change in control agreements,
if the employee voluntarily resigns following demotion, loss of
title, office or significant authority, a reduction in
compensation, or a relocation of the employee's principal place of
employment and, in the case of the Company's change in control
agreements, if the employee resigns without regard as to whether a
change in status, compensation or working conditions or location
has occurred, then the employee or, in the event of death, the
employee's beneficiary would be entitled to receive a payment equal
to the salary, bonus and benefits, and perquisites in the case of
the Company's agreements, that the employee would have accrued or
received if employment continued for the remaining unexpired term
of the agreement. The change in control agreements with the
Company provide that the Company would indemnify the executive for
any excise taxes imposed on "excess parachute payments" deemed made
to the executive under Section 280G of the Code and for any
additional income, employment and excise taxes imposed as a result
of such indemnification. Payments to be made under the Company's
change in control agreement with an executive will be offset by any
payments to be made under the Bank's change in control agreement
with such executive. Payments to the executive under the Bank's
change in control agreement are guaranteed by the Company if
payments or benefits are not paid by the Bank. The estimated value
of the change in control agreements in the event of the executives'
termination of employment following a Change in Control is
approximately $1,157,000, $1,045,000, $1,255,000 and $1,106,000 for
Messrs. Rennhack, Seery and McGuirk and Ms. Califano, respectively,
based upon certain assumptions regarding the timing and structure
of such a transaction.
INCENTIVE STOCK OPTION PLAN AND 1996 STOCK INCENTIVE PLAN. The
Company maintains the Incentive Stock Option Plan and the 1996
Stock Incentive Plan, which provide discretionary awards to
officers and key employees as determined by a committee of
disinterested directors who administer the plan. The following
chart summarizes the grants that were made to named executive
officers in 1996 under the Incentive Stock Option Plan and the 1996
Stock Incentive Plan and discloses the gain or "spread" that would
be realized if the stock options granted to such individuals were
exercised when the Company's stock price had appreciated by the
percentage rates indicated from the closing market price on the
date of the grant:
Option/SAR Grants in Fiscal Year 1996
Potential Realizable Value
at Assumed Annual Rates
of Stock Price
Appreciation for
Individual Grants Option Term
- ------------------------------------------------------------------ -------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options/
Underlying SARs
Options/ Granted to
SARs Employees Exercise or
Granted in Fiscal Base Price Expiration 5% 10%
Name (#)(1)(2) Year ($/Share) Price ($) ($)
---- ---------- ---------- ----------- ---------- ------- ---------
Philip S. Messina 30,877 28% 26.2493 5/22/06 509,718 1,291,727
Joseph W. Rennhack 11,377 10% 26.2493 5/22/06 187,812 475,952
Thomas J. Seery 11,377 10% 26.2493 5/22/06 187,812 475,952
Gerard H. McGuirk 11,377 10% 26.2493 5/22/06 187,812 475,952
Catherine Califano 11,377 10% 26.2493 5/22/06 187,812 475,952
(1) The options listed become exercisable in 3 equal annual
installments, commencing May 23, 1997.
(2) SARs will be exercisable only upon a "Change in Control" as
defined in the Incentive Stock Option Plan and the 1996 Stock
Incentive Plan, respectively.
The following table provides certain information with respect to
the number of shares of Common Stock represented by outstanding
options held by the Named Executive Officers as of December 31,
1996. Also reported are the values for "in-the-money" options which
represent the positive spread between the exercise price of any
such existing stock options and the year-end price of the Common
Stock.
FISCAL YEAR END OPTION/SAR VALUES
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options/SARs Money Options/SARs at Fiscal
at Fiscal Year End(#) Year End ($)(1)
----------------------- ----------------------------
Shares Acquired Value
on Exercise Realized
(#) ($) Exercisable Unexercisable Exercisable Unexercisable
--------------- -------- ----------- ------------- ----------- -------------
Philip S. Messina -- -- 74,390 30,877 1,385,514 73,354
Joseph W. Rennhack -- -- 50,833 11,377 946,765 27,028
Thomas J. Seery -- -- 29,756 11,377 554,206 27,028
Gerard H. McGuirk -- -- 8,897 26,199 119,445 210,550
Catherine Califano -- -- 8,897 26,199 119,445 210,550
(1) Messrs. Messina, Rennhack, Seery and McGuirk and Ms. Califano have
74,390, 50,833, 29,756, 3,719 and 3,719 options with an exercise price
of $10.00. In addition Mr. McGuirk and Ms. Califano have 20,000 options
with an exercise price of $16.94. Messrs. Messina, Rennhack, Seery and
McGuirk and Ms. Califano also have 30,877, 11,377, 11,377, 11,377 and
11,377 options with an exercise price of $26.2493. As of December 31,
1996 the closing price of the common stock was $28.625.
DEFINED BENEFIT PLAN. The Bank maintains the Columbia Federal Savings
Bank Retirement Income Plan, a non-contributory defined benefit pension
plan ("Retirement Plan").
RETIREMENT PLAN TABLE
The following table indicates the annual retirement benefit that would
be payable as of December 31, 1996 under the Retirement Plan upon
retirement at age 65 to a participant electing to receive his retirement
benefit in the standard form of benefit (single life annuity), assuming
various specified levels of average annual compensation and various
specified years of credited service.
Average 15 Years 20 Years 25 Years 30 Years 35 Years
Annual of Credited of Credited of Credited of Credited of Credited
Compensation Service Service Service Service Service(1)
------------ ----------- ----------- ----------- ----------- -----------
$125,000 36,686 48,915 61,144 73,373 73,373
150,000 44,561 59,415 74,269 89,123 89,123
175,000(2) 52,436 69,915 87,394 104,873 104,873
200,000(2) 60,311 80,415 100,519 120,623 120,623
300,000(2) 91,811 122,415 153,019 183,623(3) 183,623(3)
400,000(2) 123,311 164,415 205,519(3) 246,623(3) 246,623(3)
500,000(2) 154,811 206,415(3) 258,019(3) 309,623(3) 309,623(3)
(1) Maximum amount of service credited for purposes of the Retirement
Plan is 30 years.
(2) The annual retirement benefits shown in the table reflect a
deduction for Social Security benefits and are not subject to further
deduction. The compensation covered by the Retirement Plan is total
annual compensation (as reflected in the Summary Compensation Table)
including all compensation reported by the Bank for federal income tax
purposes. The benefits shown corresponding to these compensation ranges
are hypothetical benefits based upon the Retirement Plan's normal
retirement benefit formula. Under Section 401(a)(17) of the Code, for
plan years beginning in 1994 through 1996, a participant's compensation
in excess of $150,000 (as adjusted to reflect cost-of-living increases)
was disregarded for purposes of determining average annual earnings.
This limitation was increased to $160,000 for plan years beginning in
1997. The amounts shown in the table include the supplemental
retirement benefits payable to Mr. Messina under his employment
agreement to compensate for the limitation on includible compensation.
(3) These are hypothetical benefits based upon the Retirement Plan's
normal retirement benefit formula. The maximum annual benefit permitted
under Section 415 of the Code in 1996 is $120,000 and is $125,000 for
1997, or if higher, a member's current accrued benefit as of December
31, 1982 (but not more than $136,425). The $125,000 ceiling will be
adjusted to reflect cost of living increases in 1998 and succeeding
years in accordance with Section 415 of the Code. The amounts shown in
the table reflect the supplemental retirement benefits payable to Mr.
Messina under his employment agreement to compensate for the limitation
on annual benefits.
The following table sets forth the years of credited service (i.e.,
benefit service) as of June 30, 1996 for each of the Named Executive
Officers.
Credited Service(1)
Years Months
----- ------
Philip S. Messina .................... 32 2
Joseph W. Rennhack ................... 28 5
Thomas J. Seery ...................... 21 11
Gerard H. McGuirk .................... 2 11
Catherine Califano ................... 3 1
(1) The Retirement Plan was frozen effective as of June 30, 1996 for a
period of three years, at which time the status of the Plan will be
evaluated for reactivation.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT. The Bank has entered into
an agreement to provide supplemental retirement benefits for Mr. Worgul
("Executive"). The agreement is unfunded. As of December 31, 1996, the
Company has accrued the entire $1.2 million liability under the unfunded
agreement. All obligations arising under the agreement are payable from
the general assets of the Bank. However, the Bank is responsible for the
payment of premiums on an insurance policy which would reimburse the
Bank for the payments due under the agreement in the event of the
Executive's death. The agreement provides for an annual retirement
benefit of $120,000 for 10 years after retirement upon reaching the
normal retirement age contained in the Retirement Plan. In the event of
a change in ownership of the Bank after retirement but prior to the
payment of the entire benefit or in the event of the Executive's death
after retirement, any unpaid benefit shall be paid in a lump sum to the
Executive or the Executive's estate, respectively.
TRANSACTIONS WITH CERTAIN RELATED PERSONS. The Financial Institutions
Reform, Recovery and Enforcement Act of 1989 ("FIRREA") requires that
all loans or extensions of credit to executive officers and directors
must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable
transactions with the general public and must not involve more than the
normal risk of repayment or present other unfavorable features. The
Bank's policy complies with the requirements of FIRREA.
Michael J. Levine, a director since 1996, has an equity interest in a
number of companies that had commercial real estate loans outstanding
with the Bank in 1996, which loans were made prior to the time Mr.
Levine became a director. The largest aggregate outstanding balance of
such loans in 1996 was approximately $29 million. Two of such loans
were paid in full in 1996 and management expects that the remaining
loans will be repaid by mid-1998. The loans to such entities were made
in the ordinary course of business on substantially the same terms,
including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and management believes
that such loans do not involve more than the normal risk of
collectibility or present other unfavorable features.
In addition, Mr. Levine and his wife have a 30% interest in a company,
which they acquired in February 1996, that holds the leasehold interest
in one of the Bank's branch offices. The aggregate lease payment on
such property for 1996 to such company was $68,750. The Bank expects to
close such office and sublet the space such office occupies on or about
April 1, 1997.
Robert M. Cashill, a Director, who resigned as a director effective as
of February 26, 1997, is employed as a First Vice President by Smith
Barney Inc., an investment banking firm that performed services for the
Bank in 1996 in connection with normal business transactions.
William J. Jennings, a Director, is a managing director of Salomon
Brothers, Inc., an investment banking firm that performed services for
the Company in 1996 in connection with normal business transactions.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December
31, 1996 were KPMG Peat Marwick LLP. The Company's Board of Directors
has reappointed KPMG Peat Marwick LLP to continue as independent
auditors for the Bank and the Company for the year ending December 31,
1997, subject to ratification of such appointment by the stockholders.
A representative of KPMG Peat Marwick LLP will be present at the Annual
Meeting, will be given an opportunity to make a statement if so desired
and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
Unless marked to the contrary, the shares represented by the enclosed
Proxy, if executed and returned, will be voted FOR ratification of the
appointment of KPMG Peat Marwick LLP as the independent auditors of the
Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in the proxy statement and proxy relating
to the Annual Meeting of Stockholders to be held in 1998, a stockholder
proposal must be received by the Secretary of the Company at the address
set forth on the first page of this Proxy Statement, not later than
November 17, 1997. Any such proposal will be subject to 17 C.F.R.
Section 240.14a-8 of the Rules and Regulations under the Exchange Act.
Notice of Business to be Conducted at an Annual Meeting
The Bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an Annual Meeting. The
stockholder must give written advance notice to the Secretary of the
Company not less than ninety (90) days before the date originally fixed
for such meeting; provided, however, that in the event less than one
hundred (100) days notice or prior public disclosure of the date of the
Annual Meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the close of
business on the tenth day following the date on which the Company's
notice to stockholders of the Annual Meeting date was mailed or such
public disclosure was made. The advance notice by stockholders must
include the stockholder's name and address, as they appear on the
Company's record of stockholders, a brief description of the proposed
business, the reason for conducting such business at the Annual Meeting,
the class and number of shares of the Company's capital stock that are
beneficially owned by such stockholder and any material interest of such
stockholder in the proposed business. In the case of nominations to the
Board, certain information regarding the nominee must be provided.
Nothing in this paragraph shall be deemed to require the Company to
include in its proxy statement and proxy relating to an Annual Meeting
any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
Other Matters Which May Properly Come Before the Annual Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice
of Annual Meeting of Stockholders. If, however, other matters are
properly brought before the Annual Meeting, it is the intention of the
persons named in the accompanying proxy to vote the shares represented
thereby on such matters in accordance with their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are present at the
Annual Meeting and wish to vote your shares in person, your proxy may be
revoked in writing and you may vote your shares at the Annual Meeting.
A copy of the Form 10-K (without exhibits) for the year ended December
31, 1996, as filed with the Securities and Exchange Commission, will be
furnished without charge to stockholders of record upon written request
to Haven Bancorp, Inc., Mr. Joseph W. Rennhack, Senior Vice President
and Secretary, 93-22 Jamaica Ave., Woodhaven, New York 11421.
By Order of the Board of Directors
Joseph W. Rennhack
Secretary
Woodhaven, New York
March 17, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED
TO SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.