EXHIBIT 99.3
March 18, 1998
Dear Participant:
The CFS Bank (the "Bank") 401(k) Plan (the "401(k) 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(k) 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(k) 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(k) Plan (the "401(k) Plan Trustee"). The 401(k) Plan Trustee
will vote those shares of the Company's common stock held in the
401(k) 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(k) Plan Trustee.
At this time, in order to direct the voting of the proportion of
the shares allocable to your account under the 401(k) Plan, you
must fill out and sign the enclosed Vote Authorization Form and
return it to the 401(k) 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(k) Plan Trustee will vote the shares of the 401(k) 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 22, 1998
VOTE AUTHORIZATION FORM
I, the undersigned, hereby instruct the CFS Bank 401(k) Plan
("401(k)") 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(k) Plan as set forth on the reverse side at the Annual
Meeting of Stockholders to be held on April 22, 1998, and any
adjournments thereof.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Fold and Detach Here
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)
Robert M. Sprotte, Michael J. Fitzpatrick, William J. Jennings,II
FOR VOTE WITHHELD
------- ------
Instructions: To withhold your vote for any individual nominee,
write that nominee's name on the space provided below:
-------------------------------------
2. The approval of the amendment to the Haven Bancorp, Inc. 1996
Stock Incentive Plan to increase the number of shares available for
issuance thereunder
FOR AGAINST ABSTAIN
----- ----- -----
3. The approval of the amendment to the Certificate of
Incorporation of Haven Bancorp, Inc. to increase the number of
shares of common stock the Company is authorized to issue
FOR AGAINST ABSTAIN
----- ----- -----
4. The ratification of KPMG Peat Marwick LLP as independent
auditors of Haven Bancorp, Inc. for the fiscal year ending December
31, 1998.
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 18, 1998, the Annual Report to
Stockholders and a letter dated March 18, 1998 from the Board of
Directors.
I understand that my voting instructions are solicited by the Board
of Directors on behalf of the 401(k) Trustee for the Annual
Stockholder Meeting to be held on April 22, 1998, and any
adjournments thereof. The 401(k) Trustee is hereby authorized to
vote the shares allocable to my interest in the 401(k) 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