EXHIBIT 99.3
March 17, 1997
Dear Participant:
The Columbia Federal Savings Bank (the "Bank") 401 Plan (the "401
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 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 Plan Trust that are
allocable to your account.
ChaseMellon Shareholder Services L.L.C. has been appointed as an
unrelated corporate trustee for the Employer Stock Fund of the 401
Plan (the "401 Plan Trustee"). The 401 Plan Trustee will vote
those shares of the Company's common stock held in the 401 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 Plan
Trustee.
At this time, in order to direct the voting of the proportion of
the shares allocable to your account under the 401 Plan, you must
fill out and sign the enclosed Vote Authorization Form and return
it to the 401 Plan Trustee 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 an independent source and then the 401 Plan
Trustee will vote the shares of the 401 Plan Trust based on the
voting instructions it has received from participants, as described
above.
Sincerely,
The Board of Directors
HAVEN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1997
VOTE AUTHORIZATION FORM
I, the undersigned, hereby instruct the Columbia Federal Savings
Bank 401 Plan ("401") Trustee to vote my proportionate interest in
the shares of common stock of Haven Bancorp, Inc. held by the Bank
Stock Fund of the 401 Plan as set forth below at the Annual Meeting
of Stockholders to be held on April 23, 1997, and any adjournments
thereof.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Fold and Detach Here
Please mark your votes as X
indicated 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:
Philip S. Messina, Joseph A. Ruggiere and Msgr. Thomas J. Hartman
FOR (except as marked WITHHOLD
to the contrary below) for all nominees
------- ------
Instructions: To withhold your vote for any individual nominee,
write that nominee's name in the space provided below:
-------------------------------------
2. The ratification of KPMG Peat Marwick LLP as independent
auditors of Haven Bancorp, Inc. for the fiscal year ending December
31, 1997.
FOR AGAINST ABSTAIN
----- ----- -----
I acknowledge that I have received from the Company prior to the
execution of this proxy a Notice of Annual Meeting of Stockholders,
a Proxy Statement dated March 17, 1997, the Annual Report to
Stockholders and a letter dated March 17, 1997 from the Board of
Directors.
I understand that my voting instructions are solicited by the Board
of Directors on behalf of the 401 Trustee for the Annual
Stockholder Meeting to be held on April 23, 1997, and any
adjournments thereof. The 401 Trustee is hereby authorized to vote
the shares allocable to my interest in the 401 Plan, in its trust
capacity, as indicated above. I understand that if I sign this
form without indicating specific instructions, shares allocable to
me will be voted FOR the listed proposals and as recommended by the
Board of Directors on any other business that may properly come
before the meeting or any adjournment thereof.
-------------------------
Signature
-------------------------
Date
Please sign, date and return
this form in the enclosed
business reply envelope.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE