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.
615 Merrick Avenue
Westbury, New York 11590
1-516-683-4100
March 17, 1999
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 CFS Bank (the "Bank"), which
will be held on April 21, 1999, at 3:00 p.m., at the Corporate
Headquarters of the Company located at 615 Merrick Avenue,
Westbury, 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 LLP, the Company's independent auditors, will be present at
the meeting to respond to any questions our stockholders may have.
At the Annual Meeting, you will be asked to vote on the election of
two directors, each for a three-year term, and the ratification of
KPMG LLP as independent auditor. For the reasons set forth in the
proxy statement, the Board of Directors of the Company (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. If you are a stockholder whose
shares are not registered in your own name, you will need
additional documentation from your recordholder to attend and to
vote personally at the Annual Meeting. Examples of such
documentation would include a broker's statement, letter or other
document that will confirm your ownership of shares of the Company.
On behalf of the Board and all of the employees of the Company and
the Bank, we wish to thank you for your continued support.
Sincerely yours,
Philip S. Messina
Chairman of the Board, President and
Chief Executive Officer
HAVEN BANCORP, INC.
615 Merrick Avenue
Westbury, New York 11590
516-683-4100
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 21, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Haven Bancorp, Inc. (the "Company") will be
held on April 21, 1999, at 3:00 p.m., at the Corporate Headquarters
of the Company, 615 Merrick Avenue, Westbury, New York.
The Annual Meeting is for the purpose of considering and voting
upon the following matters:
1. The election of two directors for terms of three years each or
until their successors are elected and qualified;
2. The ratification of KPMG LLP as independent auditors of the
Company for the fiscal year ending December 31, 1999; 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 3, 1999 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. If 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 to permit further solicitation of proxies
by the Company. A list of stockholders entitled to vote at the
Annual Meeting will be available at CFS Bank, 615 Merrick Avenue,
Westbury, 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,
Mark A. Ricca, Esq.
Secretary
Westbury, New York
March 17, 1999
HAVEN BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 21, 1999
General
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 21, 1999, at 3:00 p.m., at
the Corporate Headquarters of the Company, 615 Merrick Avenue,
Westbury, New York, and at any adjournments thereof. The 1998
Annual Report to Stockholders, including the consolidated financial
statements for the fiscal year ended December 31, 1998, accompanies
this proxy statement, which is first being mailed to recordholders
on or about March 22, 1999.
Regardless of the number of shares of common stock of the Company
("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 LLP as independent auditors of the
Company for the fiscal year ending December 31, 1999.
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.
Record Date and Voting Securities
The securities which may be voted at the Annual Meeting consist of
shares of Common Stock of the Company, 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 Board of Directors has fixed the close of business on March 3,
1999 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 8,862,892
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.
If 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 to permit the further solicitation of
proxies.
Vote Required
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 LLP as independent auditors of the
Company, 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, the ratification of independent auditors of the
Company will require 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 proposal. Shares underlying broker non-votes
will not be counted as votes cast and will have no effect on the
vote for such proposal.
Proxies solicited hereby will be returned to the Company's transfer
agent and will be tabulated by inspectors of election designated by
the Board of Directors, who will not be employed by, or be a
director of, the Company or any of its affiliates.
Revocability of Proxies
A proxy may be revoked at any time prior to its exercise by filing
a written notice of revocation with the Secretary of the Company,
delivering to the Company a duly executed proxy bearing a later
date or 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
additional documentation from the recordholder to vote personally
at the Annual Meeting. Examples of such documentation would
include a broker's statement, letter or other document that will
confirm such ownership of shares of Common Stock of the Company.
Solicitation of Proxies
The cost of solicitation of proxies in the form enclosed herewith
will be borne by the Company. 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 currently estimated to be $4,500
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 its wholly owned subsidiary,
CFS Bank (the "Bank"), without additional compensation. 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.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as to those
persons or groups 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 (the "SEC"), in accordance with Sections 13(d)
or 13(g) of the Securities Exchange Act of 1934, as amended (the
"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 664,116(2) 7.49%
Bank Employee Stock Ownership
Plan and Trust (the "ESOP")
615 Merrick Avenue
Westbury, NY 11590
Common Stock Citigroup Inc. 551,101(3) 6.22%
153 East 53rd Street
New York, NY 10043
Common Stock DePrince, Race & Zollo, Inc. 518,350(4) 5.85%
201 S. Orange Avenue, Suite 850
Orlando, FL 32801
Common Stock David L. Babson and Company 478,000(5) 5.39%
Incorporated
One Memorial Drive
Cambridge, MA 02142
Common Stock Dimensional Fund Advisors Inc. 449,500(6) 5.07%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
____________________
(1) As of the Record Date there were 8,862,892 shares of Common
Stock outstanding.
(2) The ESOP in connection with the conversion of CFS Bank from
mutual to stock form (the "Conversion") acquired shares of Common
Stock. A Committee of the Board of Directors has been appointed to
administer the ESOP (the "ESOP Committee"). The Chase Manhattan
Bank serves as the corporate trustee for the ESOP (the "ESOP
Trustee"). The ESOP Committee may instruct the ESOP Trustee
regarding the 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.
Based on information in a Schedule 13G dated February 12, 1999, the
ESOP Trust is the beneficial owner of 664,116 shares of Common
Stock, of which 358,306 shares have been allocated to participating
employees and the balance, 305,810 shares, remain unallocated.
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 shares of Common Stock so long as such vote
is in accordance with the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
(3) Based on information in a Schedule 13G, dated February 9,
1999, Citigroup Inc. is reporting on behalf of subsidiaries, which
individually qualify to file a Schedule 13G and whose individual
percentages of ownership do not exceed 5%. Accordingly, Citigroup
is the only entity whose indirect beneficial ownership on an
aggregate basis exceeds 5%.
(4) Based on information in a Schedule 13G, dated February 12,
1999, DePrince, Race & Zollo, Inc., an investment advisor
registered under Section 203 of the Investment Advisors Act of
1940, is deemed to be the beneficial owner of these shares of
Common Stock.
(5) Based on information in a Schedule 13G, dated February 9,
1999, David L. Babson and Company Incorporated, an investment
advisor registered under Section 203 of the Investment Advisors Act
of 1940, is deemed to be the beneficial owner of these shares of
Common Stock.
(6) Based on information in a Schedule 13G, dated February 11,
1999, Dimensional Fund Advisors Inc., an investment advisor
registered under Section 203 of the Investment Advisors Act of
1940, is deemed to be the beneficial owner of these shares of
Common Stock.
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 seven (7) as designated by the Board of Directors
pursuant to the Company's Bylaws. Each of the seven members of the
Board of Directors of the Company also currently 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 two nominees proposed for election at the Annual Meeting are
Messrs. Worgul and Levine. All nominees named are currently
directors of the Company and the Bank. 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 be voted
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 the four (4) most Senior
Executive Officers (the "Senior Executive Officers"), 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 nominee, continuing
director and Senior Executive Officers and all directors and Senior
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
George S. Worgul(4) 71 1983 2002 244,287(6)(7)(8) 2.54%
Former Chairman of the Board and
Retired President of the Company
and the Bank
Michael J. Levine 54 1996 2002 42,328(6)(7) *
President of Norse Realty Group,
Inc. and Affiliates, a real
estate owner and developer;
Partner in Levine and
Schmutter Certified Public
Accountants
Continuing Directors
Robert M. Sprotte 62 1974 2001 101,166(6)(7) 1.05%
President of Schmelz Bros., Inc.,
a plumbing contractor; President
of RDR Realty Corp., a real
estate holding company; President
of Three Rams Realty
Michael J. Fitzpatrick 60 1988 2001 73,166(6)(7) *
CPA, Retired, former Vice
President-National Thrift
Director at E.F. Hutton &
Company, Inc.; Director of Legal
Aid Society of Suffolk County
William J. Jennings II(5) 53 1996 2001 41,378(6)(7) *
Consultant, Retired, former
Managing Director ! Chief of
Staff to Chairman of
Salomon Smith Barney, Inc.
Philip S. Messina 55 1986 2000 288,554(8)(9) 3.00%
Chairman of the Board, President (10)(11)
and Chief Executive Officer of
the Company And the Bank;
Chairman of the Boards of
CFSB Funding, Corp., Columbia
Resources, Corp.; CFS
Investments, Inc. and Columbia
Preferred Capital Corp., all
subsidiaries of The Bank;
Chairman of the Board of CFS
Insurance Agency, Inc., a
subsidiary of the Company and the
Bank; Director and Chairman of
the Board of CFSB Funding, Inc.,
Columbia Resources, Inc., CFS
Investments, Inc. and Columbia
Preferred Capital Corporation,
all subsidiaries of the Bank
Msgr. Thomas J. Hartman 52 1997 2000 18,410(6)(7) *
President and Chief Executive
Officer of Radio and Television
for the Diocese of Rockville
Center for Telicare Television
Studios, a cable television station
Senior Executive Officers
Thomas J. Seery 54 -- -- 94,759(8)(9) *
Executive Vice President- (10)(11)
Operations of the Company and
Bank; Director of CFS
Investments, Inc., President and
Director of CFS Insurance Agency,
Inc.
Catherine Califano 40 -- -- 82,192(8)(9) *
Senior Vice President-Chief (11)
Financial Officer of the Company
and the Bank; Director of
Columbia Resources Corp.;
Director CFSB Funding, Corp.;
Administrative Trustee of Haven
Capital Trust I; Vice President
and Director of Columbia
Preferred Capital Corporation;
Director and Treasurer of CFS
Insurance Agency, Inc.
Gerard H. McGuirk 56 -- -- 82,327(8)(9) *
Executive Vice President-Chief (10)(11)
Lending Officer of the Company
and the Bank; President and
Director of Columbia Resources,
Corp.; President and Director of
Columbia Preferred Capital
Corporation
Mark A. Ricca 41 -- -- 5,500(8)(11) *
Senior Vice President-General
Counsel, Secretary and Chief
Compliance Officer of the Company
and the Bank; President and
Director of CFSB Funding Corp.;
Director of Columbia Resources,
Corp.; Administrative Trustee of
Haven Capital Trust I; Secretary
of Columbia Preferred Capital
Corporation; Secretary of CFS
Investments Inc.; Director and
Secretary of CFS Insurance
Agency, Inc.
All directors and Senior Executive
Officers of the Company
as a group (11 persons) -- -- -- 1,074,067(7)(8) 11.16%
(9)(10)(11)
*Does not exceed 1.0% of the Company's voting securities.
(Notes continued on next page)
(1) Includes years of service as director of the Bank, prior to the
organization of the Company on September 23, 1993.
(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 8,862,892 shares of Common Stock
outstanding as of the Record Date and 752,364 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. He subsequently retired as Chairman of the Board of
the Company and the Bank on April 22, 1998.
(5) Mr. Jennings' wife is the first cousin of Mr. Messina.
(6) Includes 2,068, 2,068 and 2,755 shares of restricted stock
awarded to each of Messrs. Levine, Jennings and Msgr. Hartman 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 395 shares of
restricted stock awarded to each of Messrs. Fitzpatrick, Sprotte,
Worgul, Levine, Jennings and Msgr. Hartman under the Haven Bancorp,
Inc. 1996 Stock Incentive Plan ("1996 Stock Incentive Plan"), as to
which each individual has sole voting power but no investment
power.
(7) Includes 37,194 shares subject to options granted to each of
Messrs. Sprotte and Fitzpatrick along with 18,602 shares subject to
options granted to each of Messrs. Levine and Jennings under the
Haven Bancorp, Inc. 1993 Stock Option Plan for Outside Directors
("Directors' Stock Option Plan") which are currently exercisable.
Also includes 12,000 shares subject to options granted to each of
Messrs. Worgul, Sprotte and Fitzpatrick, 5,332 shares subject to
options granted to each of Messrs. Levine and Jennings, also 13,332
shares subject to options granted to Msgr. Hartman pursuant to the
1996 Stock Incentive Plan, which may be acquired within 60 days of
the Record Date. Does not include 2,668, 2,668 and 6,668 shares
subject to options granted to each of Messrs. Levine, Jennings and
Msgr. Hartman under the 1996 Stock Incentive Plan which are not
currently exercisable.
(8) Includes 198,374, 189,948, 74,680, 55,168 and 62,606 shares
subject to options granted to Messrs. Worgul, Messina, Seery and
McGuirk and to Ms. Califano, respectively, pursuant to the Haven
Bancorp, Inc. 1993 Incentive Stock Option Plan ("1993 Incentive
Option Plan") and the 1996 Stock Incentive Plan, which may be
acquired within 60 days of the Record Date. Does not include
1,586, 586, 586 and 586 shares subject to options granted to
Messrs. Messina, Seery and McGuirk and Ms. Califano under the 1993
Incentive Option Plan which are not currently exercisable and will
not be exercisable within 60 days of the Record Date. Also not
included are 44,000, 14,500, 12,000, 51,000 and 13,000 options
granted to Messrs. Messina, Seery, McGuirk and Ricca and Ms.
Califano respectively, under the 1996 Stock Incentive Plan which
are not currently exercisable and will not be exercisable within 60
days of the Record Date.
(9) The figures shown include shares held in trust pursuant to the
ESOP that were owned as of December 31, 1998 to individual accounts
as follows: Mr. Messina, 10,129 shares; Mr. Seery, 8,029 shares;
Mr. McGuirk, 5,513 shares and Ms. Califano, 7,127 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 305,810 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.
Worgul, Sprotte and Levine) 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.
(10) 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") at December 31, 1998 as to which
each person identified has shared voting and investment power as
follows: Mr. Messina, 28,542 shares; Mr. Seery, 7,414 shares; and
Mr. McGuirk, 883 shares. The figures shown do not include 34,882
shares held in the Employer Stock Fund of the Employee Thrift
Savings Plan as to which the Senior Executive Officers have shared
voting power and investment power. Each of the Senior Executive
Officers disclaims beneficial ownership of such shares.
(11) Includes 1,602 shares awarded to Mr. Messina under the
Columbia Federal Savings Bank Recognition and Retention Plan for
Officers and Employees ("MRP") as to which he has sole voting power
but no investment power. Also includes 3,998 shares of restricted
stock awarded to Mr. Messina and 2,000 shares of restricted stock
awarded to each of Messrs. Seery and McGuirk and to Ms. Califano,
and 4,000 shares of restricted stock awarded to Mr. Ricca under the
1996 Stock Incentive Plan.
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 1998, 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 1998 except
for Mr. Robert L. Koop, who, for health reasons, was excused from
the majority of the meetings. Mr. Koop retired from the Board of
Directors on January 11, 1999, having served as a director of the
Bank for thirty-one years and as a director of the Company since
its incorporation. In addition, Mr. Joseph A. Ruggiere retired
from the Board of Directors effective January 28, 1999, having
served as a director of the Bank for twenty years and also as a
director of the Company since its incorporation. Upon the
retirements of Messrs. Koop and Ruggiere, the Bylaws of the Company
and Bank were amended reducing the number of directors from nine to
seven.
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 1998
consisted of Messrs. Fitzpatrick, Ruggiere, Levine and Msgr.
Hartman. This Committee met four times in fiscal 1998 and
recommends an independent audit firm to be submitted for
stockholder approval at the Company's Annual Meeting, approves
internal audit schedules and reviews internal audit reports.
The Company's Nominating Committee for the 1999 Annual Meeting
consists of Msgr. Hartman and Messrs. Sprotte, Fitzpatrick and
Jennings. The Committee considers and recommends the nominees for
directors to stand for election at the Company's Annual Meeting.
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 who
is required to be disclosed by the Company's Bylaws and by the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Nominating Committee met once in preparation for the 1999
Annual Meeting.
The Compensation Committee for the Company and Bank consists of
Messrs. Sprotte, Worgul and Levine who will be responsible for the
1999 Compensation Committee Report on Executive Compensation. The
Compensation Committee is responsible for determining executive
compensation. In 1998, the Compensation Committee consisted of
Messrs. Sprotte, Koop, Worgul and Jennings. The Compensation
Committee met twice in 1998.
Directors' Compensation
Directors' Fees. In 1998, 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. The directors who were
not employees of the Company or the Bank also received a fee of
$1,000 for each Board meeting attended. Mr. Worgul also received
a fee of $1,000 for each of the four Board meetings attended as
Chairman in 1998. Mr. Worgul retired as Chairman of the Board of
the Company and Bank on April 22, 1998. One third of these fees
were paid by the Company. Committee members who were not employees
of the Company or the Bank received a fee of $1,500 for each
regular and special meeting attended. The Chairman of each
Committee received an additional retainer of $1,500 per year.
Directors are also eligible for coverage under the Company's health
and dental insurance plans in the same manner as employees.
Directors' Stock Option Plan. Under the Haven Bancorp, Inc. 1993
Incentive Stock Option Plan for Outside Directors (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 37,194 shares of Common Stock at an
exercise price of $5.00 per share on the date of grant, September
23, 1993. All stock grants have been adjusted, where appropriate,
to reflect the two-for-one stock split distributed on November 28,
1997 to holders of record as of October 31, 1997. 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 18,602 shares of common stock at an exercise
price of $13.41 per share, the fair market value on the date of
grant. All options granted under the Directors' Stock Option Plan
become exercisable one year after 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
12,000 shares of Common Stock at an exercise price of $12.14 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 8,000 shares of Common Stock at an exercise price of
$13.41 per share. Effective March 25, 1997, Msgr. Hartman was
granted non-qualified stock options to purchase 20,000 shares of
Common Stock at an exercise price of $17.28, 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 after 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
("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 494 shares in lieu of cash.
Messrs. Levine and Jennings were subsequently granted 116 shares on
October 24, 1996. Effective January 1, 1997, each eligible outside
director was granted 420 shares, in lieu of cash, representing one-
third of such director's annual retainer for 1997. Msgr. Hartman,
after his election to the Board of Directors, was granted 288
shares in lieu of cash equal to one-third of his portion of the
annual retainer for 1997 pro rated for his commencement of service
on March 25, 1997. Effective January 1, 1998 and January 1, 1999
each eligible outside director was granted 263 and 395 shares,
respectively, in lieu of cash, representing one-third of such
director's annual retainer for that year, other than Mr. Ruggiere
who was granted 33 shares for 1999 prorated to reflect his service
as a director through January 27, 1999 and Mr. Koop who was not
granted any shares due to his retirement in early January 1999.
Directors' Recognition and Retention Plan. Under the Columbia
Federal Savings Bank Recognition and Retention Plan for Outside
Directors (the "DRP"), each of the six outside directors serving at
the time of the Conversion received awards of 12,398 shares. On
October 24, 1996, Messrs. Levine and Jennings were each awarded
6,200 shares. On March 25, 1997, Msgr. Hartman was awarded 4,132
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, other
than death or disability will forfeit the director's non-vested
awards. When shares become vested and are actually distributed in
accordance with the DRP, the recipients will also receive amounts
equal to any accrued dividends paid with respect to the shares.
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 may be eligible to
participate in the Directors' Retirement Plan. Any participant who
has served as a director for at least 60 months, has attained age
55 and, after retirement, executes a consulting agreement pursuant
to which the participant agrees to provide continuing service to
the Bank and Company, will be eligible to receive benefits under
the Directors' Retirement Plan. The annual retirement benefit paid
to a participant 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 including committee chairmanship
retainer fees for committees which the participant was chairperson,
(ii) the aggregate of the annual Board of Directors committee fees
paid to the director based on the number of meetings held by the
committees on which the participant served during the calendar year
preceding the participant's retirement and (iii) the aggregate of
the twelve regular meeting fees of the Board of Directors.
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, as amended (the
"Securities Act") or 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 1998
Compensation Committee were Messrs. Sprotte, Koop, Worgul, and
Jennings.
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 was responsible
for compensation decisions in 1998.
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. During 1992, the Board of Directors on behalf
of the Compensation Committee engaged the services of KPMG LLP to
review the Bank's compensation practices (the "Salary Review
Program"). The focus of such program was to develop a salary
management program for officer positions and develop a management
incentive program for executive and senior officers. The Salary
Review Program established competitive salary ranges for executive
officers developed by reviewing market data as of July 1, 1992.
Subsequent thereto, the ranges were updated annually through
discussions with KPMG 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 Performance 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,
1998, the Compensation Committee increased Mr. Messina's salary as
President and Chief Executive Officer from $475,000 to $600,000.
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 and less
than $5 billion. At a Compensation Committee meeting held in
February 1999, the Committee decided that the salary of the
President and Chief Executive Officer along with the salaries of
the other executive officers would remain unchanged for the 1999
fiscal year.
The Compensation Committee may authorize the payment of incentive
awards to executive management of the Company under a management
incentive program implemented during 1995. The program provides for
use of key financial factors and pre-defined levels of achievement
established by the Compensation Committee as the basis for
determining incentive awards. The Committee at its discretion may
consider the weight of each of the factors and may increase or
decrease the achievement levels for any year. Having reviewed the
Company's 1998 financial data, the Compensation Committee has
decided not to pay cash incentive awards to executive management in
1999 with respect to the 1998 fiscal year.
During the second quarter of 1996, the Board of Directors engaged
the services of KPMG LLP's Performance and Compensation Management
Division to evaluate, update and recommend changes to the Company's
compensation program. The 1996 Executive Compensation Review
Report 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.
This 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 LLP's
prospective recommendations for cash compensation, annual
incentives and long term grants. This study has since been used by
the Committee as the basis to evaluate and establish executive
compensation levels.
Stock options and stock awards made under the compensation plans
maintained by the Company 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 on 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 awards granted to other executive officers
vest over a five year period at a rate of 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 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. These
restricted stock awards and stock options granted vest over three
years at a rate of 33-1/3% per year. The vesting of these awards
first commenced on May 23, 1997, one year from date of grant.
The grants and awards for the President and Chief Executive
Officer and the grants and awards for Named Executive Officers (as
defined below) are reflected in the Summary Compensation Table.
Compensation Committee:
1998
Robert M. Sprotte
William J. Jennings II
Robert L. Koop
George S. Worgul
Board of Directors:
1998
Michael J. Fitzpatrick Msgr. Thomas J. Hartman George S. Worgul
Robert M. Sprotte Philip S. Messina Michael J. Levine
William J. Jennings II Joseph A. Ruggiere Robert L. Koop
Stock Performance Graph. The following graph 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 December 31, 1993 through December 31, 1998.
Comparison of Cumulative Total Return Among Haven Bancorp, Inc.
Common Stock, Nasdaq U.S. Index and SNL Thrift Index
December 31, 1993 ! December 31, 1998
Haven Bancorp, Inc.
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
Haven Bancorp, Inc. 100.00 102.90 185.08 228.92 365.70 247.64
NASDAQ (US) 100.00 97.75 138.26 170.01 208.58 293.21
Thrifts (All) 100.00 98.82 153.90 200.53 341.22 300.11
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
12/31/93.
Summary Compensation Table. The following table sets forth the
compensation paid by the Company and/or Bank for services during
the fiscal years ended December 31, 1998, 1997 and 1996, to the
Chief Executive Officer and the four other highest paid executive
officers (the "Named Executive Officers") of the Company and/or the
Bank who each received total salary and bonus in excess of $100,000
in 1998.
<CAPTION)
Long Term Comppensation
Annual Compensation Awards Payouts
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Awards Options/SARs Payouts Compensation
Position Year ($) ($)(1) ($)(2) ($)(3)(4) (#)(5) ($)(6) ($)(7)
Philip S. Messina 1998 578,365 125,000 1,800 -- -- -- 39,370
President and Chief 1997 450,481 131,250 2,999 -- -- -- 32,317
Executive Officer 1996 369,230 75,000 1,800 240,450 61,754 -- 33,296
Joseph W. Rennhack(8) 1998 183,442 40,000 900 -- -- -- 39,302
Senior Vice President 1997 170,154 40,000 1,500 -- -- -- 32,214
and Secretary 1996 161,865 29,950 900 85,875 22,754 -- 35,536
Thomas J. Seery 1998 184,808 40,000 900 -- -- -- 38,763
Executive Vice President- 1997 151,607 33,750 1,500 -- -- -- 29,022
Operations 1996 134,654 20,060 900 85,875 22,754 -- 26,397
Gerard H. McGuirk 1998 186,539 40,000 750 -- -- -- 38,133
Executive Vice President 1997 164,823 38,750 1,500 -- -- -- 30,901
and Chief Lending Officer 1996 154,952 23,375 900 85,875 22,754 -- 31,238
Catherine Califano 1998 181,538 40,000 900 -- -- -- 38,538
Senior Vice President and 1997 159,519 37,500 1,500 -- -- -- 31,271
Chief Financial Officer 1996 150,721 20,625 900 85,875 22,754 -- 29,342
(1) Bonus shown for the years 1996 through 1998 consists of cash
payments made pursuant to Company's Executive Incentive
Compensation Plan awarded for the performance achievements of the
Named Executive Officers during the preceding fiscal year.
(2) The amounts listed for 1996 through 1998 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 Columbia Federal Savings Bank Recognition and
Retention Plan for Officers and Employees ("MRP"), an award of
4,802 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. 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 $14.3125 per share of Common Stock on December 31, 1996,
as reported on the Nasdaq National Market System .
(4) Pursuant to the 1996 Stock Incentive Plan, Mr. Messina was
granted an award of 11,998 shares of restricted stock and each of
Messrs. Rennhack, Seery and McGuirk and Ms. Califano were granted
awards of 6,000 shares of restricted stock on May 23, 1996, which
awards 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 $14.3125 per share of Common Stock on December 31,
1996, as reported on the Nasdaq National Market System.
(Notes continued on next page)
(5) Includes options awarded under the Company's 1993 Incentive
Option Plan and the 1996 Stock Incentive Plan. For a discussion of
the terms of the grants and vesting of options, see footnote
accompanying Fiscal Year End Option/SAR Values Table.
(6) The Company does not maintain long-term incentive plans, and
therefore, there were no payments under such plans for fiscal 1998,
1997, or 1996.
(7) Amounts represent life insurance premiums paid by the Bank with
respect to Messrs. Messina, Rennhack, Seery and McGuirk and Ms.
Califano. Amounts for 1998 include the dollar value of an
allocation of Common Stock made to the Named Executive Officer's
account under the ESOP during 1998, with respect to the plan year
ending December 31, 1997. Based on the closing market price of the
Common Stock on December 31, 1997 of $22.50 per share, the market
value of such allocation was $35,370, $35,302, $34,763, $34,133 and
$34,538 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, 1998 have not yet been
determined. The matching contributions for 1996 for Messrs.
Messina, Rennhack, Seery and McGuirk and Ms. Califano were $1,260,
$2,386, $1,065, $2,364 and $2,441. The Employee Thrift Savings
Plan matching contributions for 1997 for Messrs. Messina, Rennhack,
Seery and McGuirk and Ms. Califano were $4,750, respectively. The
1998 matching contributions made for each Named Executive Officers
under the Employee Thrift Savings Plan totaled $2,500.
(8)Mr. Rennhack retired from the Company and the Bank on March 1,
1999. Effective as of this date, Mark A. Ricca, Esq., General
Counsel for the Company and the Bank was appointed to serve as the
Secretary and Compliance Officer of the Company and the Bank.
Employment Agreements The Company entered into an employment
agreement with Mr. Messina, effective as of September 21, 1995,
which was amended as of May 28, 1997 ("Company Employment
Agreement"). In addition, the Bank entered into an employment
agreement with Mr. Messina, effective as of May 28, 1997 ("Bank
Employment Agreement"). The Company Employment Agreement and the
Bank Employment Agreement (collectively the "Employment
Agreements") are intended to memorialize the terms of Mr. Messina's
employment and to secure the continued availability of his services
to the Company and the Bank with a minimum of personal distraction
in the event of a proposed or threatened change in control of the
Company or the Bank. The continued success of the Company and the
Bank depends to a significant degree on Mr. Messina's skills and
competence.
The Company Employment Agreement provides for a five-year term, and
beginning on the second anniversary of its effective date, the term
of the Agreement is automatically extended for one day each day,
such that the remaining term is always three years, unless and
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 Company Employment Agreement, at which time the remaining term
of the Agreement will be fixed at three years from the date of the
written notice. The Bank Employment Agreement provides for an
initial term of three years, beginning on the date of the
Agreement. On September 23, 1998 and on each anniversary of such
date, the Bank's Board of Directors will review the terms of the
Agreement and the performance of Mr. Messina and may, in the
absence of Mr. Messina's objection, approve an extension of the
Bank Employment Agreement to the third anniversary of such date.
At a meeting held in September 1998, the Board of Directors
extended the Bank Employment Agreement to September 23, 2001. The
Employment Agreements provide that Mr. Messina will receive an
aggregate base salary from the Company and the Bank at an initial
annual rate of $475,000, which will be reviewed annually by the
Boards of Directors. Mr. Messina's current aggregate base salary
under his Employment Agreements with the Company and the Bank is
$600,000.
In addition to base salary, the Employment Agreements provide 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 tax-qualified employee benefit plans maintained by the
Company and the Bank due to the limitations imposed on such plans
by the Internal Revenue Code of 1986 (the "Code"). The Employment
Agreements also provide that the Company and the Bank will
indemnify Mr. Messina during the term of the Employment Agreements
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 of the
Company and the Bank, to the fullest extent allowable under federal
and Delaware corporate law.
The Employment Agreements provide for the termination of Mr.
Messina's employment by the Company or the Bank for cause at any
time. Under the Company Employment Agreement, in the event the
Company chooses to terminate Mr. Messina's employment for reasons
other than for cause, or in the event of his resignation from the
Company following: (i) a failure to re-elect or re-appoint Mr.
Messina to his current offices; (ii) a material change in his
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 he would
have accrued or received 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 of
employment occurs following a Change in Control, the insurance
coverage described above will 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 under the Company Employment Agreement upon a
change in control may constitute 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 the denial of
federal income tax deductions for such excess amounts for the
Company. Under the Company Employment Agreement, the Company will
indemnify Mr. Messina for 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 Company
Employment Agreement in the event of his termination of employment
following a Change in Control is approximately $5,752,000 based
upon certain assumptions regarding the timing and structure of such
a transaction.
Under the Bank Employment Agreement, in the event the Bank chooses
to terminate the executive's employment for reasons other than for
cause, or in the event of the executive's resignation from the Bank
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
followed by the executive's demotion, loss of title or significant
authority or responsibility, relocation or exclusion from
compensation or benefit programs, the executive, or, in the event
of his death, his estate, would be entitled to the same type of
severance payments and benefits provided for under the Company
Employment Agreement, but not in excess of three times his average
annual compensation for the preceding five calendar years.
The Company Employment Agreement provides that the Company will
guarantee the payment of any benefits and compensation due to Mr.
Messina under the Bank Employment Agreement. In addition, the
Company Employment Agreement provides that amounts payable under
the Company Employment Agreement will be reduced by the amount paid
to Mr. Messina under the Bank Agreement to avoid duplication of
payments to Mr. Messina.
Change in Control Agreements. To secure the continued availability
of the services of key Senior Executive Officers in the event of a
threatened or actual change in control, the Bank and the Company
have entered into separate change in control agreements ("Change in
Control Agreement" or the "Change in Control Agreements") with
Messrs. Seery, McGuirk and Ricca 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 Change in
Control Agreement and continuing on each anniversary thereafter,
the Change in Control 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 Change
in Control Agreements) of the Company or the Bank, if the Company
or the Bank terminates the executive's employment for any reason
other than for cause or, in the case of the Bank's Change in
Control Agreement, if the executive 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 Agreement, if the executive resigns without
regard as to whether a change in status, compensation or working
conditions or location has occurred, then the executive or, in the
event of death, the executive'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 Change in Control
Agreements, that the employee would have accrued or received if his
or her employment continued for the remaining unexpired term of the
Agreement. The Change in Control Agreements with the Company
provide that the Company will 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 each Senior Executive Officer will be offset
by any payments to be made under the Bank's Change in Control
Agreement with such executive. The Company guarantees payments to
the executive under the Bank's Change in Control Agreement if the
Bank does not pay payments or benefits. 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 $1,173,000, $1,161,000, $1,153,000 and $1,156,000 for
Messrs. Seery, McGuirk and Ricca and Ms. Califano, respectively,
based upon certain assumptions regarding the timing and structure
of such a transaction.
Incentive Stock Option Plan and 1996 Stock Incentive Plan. The
Company maintains the Incentive Stock Option Plan (established in
1993) and the 1996 Stock Incentive Plan, which provide
discretionary awards to officers and key employees as determined by
a committee of disinterested directors who administer the plans.
The following table provides certain information with respect to
the number of shares of Common Stock represented by outstanding
options held by the selected senior executive officers as of
December 31, 1998. Also reported are the values for "in-the-money"
options, which represents the positive spread between the exercise
price of any such existing stock options and the year-end price of
the Common Stock.
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options/SARs Money Options/SARs at Fiscal
at Fiscal Year End (#) Year End ($)(1)
Shares Acquired Value
on Exercise Realized
Name (#) ($)(2) Exercisable Unexercisable Exercisable Unexercisable
Philip S. Messina -- -- 189,948 20,586 1,564,990 38,599
Joseph W. Rennhack -- -- 116,834 7,586 1,045,100 14,224
Thomas J. Seery -- -- 74,680 7,586 623,560 14,224
Gerard H. McGuirk 7,438 79,066 55,168 7,586 289,640 14,224
Catherine Califano -- -- 62,606 7,586 364,020 14,224
Mark A. Ricca -- -- -- 45,000 -- --
(1) Messrs. Messina, Rennhack, Seery and Ms. Califano have 148,780, 101,666,
59,512, and 7,438 options with an exercise price of $5.00. In addition Mr.
McGuirk and Ms. Califano have 40,000 options with an exercise price of
$8.47. Messrs. Messina, Rennhack, Seery and McGuirk and Ms. Califano also
have 61,754, 22,754, 22,754, 22,754, and 22,754 options with an exercise
price of $13.125. Mr. Ricca has 45,000 options with an exercise price of
$25.875. As of December 31, 1998 the closing price of the common stock was
$15.00.
(2) The fair market value of the options when exercised was $15.63. Said
options were granted at an exercise price of $5.00.
Defined Benefit Plan. The Bank maintains the CFS Bank Retirement Income Plan,
a non-contributory defined benefit pension plan (the "Retirement Plan").
Retirement Plan Table. The following table indicates the annual retirement
benefit that would be payable as of December 31, 1998 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 10 Years 15 Years 20 Years 25 Years 30 Years
Annual of Credited of Credited of Credited of Credited of Credited
Compensation Service Service Service Service Service
125,000 24,227 36,340 48,453 60,567 72,680
150,000 29,477 44,215 58,953 73,692 88,430
160,000 31,577 47,365 63,153 78,942 94,730
175,000(2) 34,727 52,090 69,453 86,817 104,180
200,000(2) 39,977 59,965 79,953 99,942 119,930
300,000(2) 60,977 91,465 121,953 152,442(3) 182,930(3)
400,000(2) 81,977 122,965 163,953(3) 204,942(3) 245,930(3)
500,000(2) 102,977 154,465(3) 205,953(3) 257,442(3) 308,930(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 for the Named Executive Officers) 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 and 1998 and also
applies to plan years beginning in 1999. The amounts shown in the
table include the supplemental retirement benefits payable to Mr.
Messina under his Employment Agreements 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 was
$120,000 and was $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 was increased to $130,000 for 1998
and this ceiling will be adjusted to reflect cost of living
increases in 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
Agreements 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 following
executive officers.
Credited Service(1)
Years Months
Philip S. Messina 32 2
Thomas J. Seery 21 11
Catherine Califano 3 1
Gerard H. McGuirk 2 11
(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. Since the date the Retirement
Plan was frozen, no new employees have begun participation in this
program.
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 federal banking
laws require 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, and follow
substantially the same credit underwriting procedures as those
prevailing at the time for comparable transactions with the other
persons and must not involve more than the normal risk of repayment
or present other unfavorable features.
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 1998, which loans were made prior to
the time Mr. Levine became a director. The Board of Directors at
a meeting held December 17, 1997 approved extending the maturity of
one of the existing loans in which Mr. Levine has an equity
interest. The loan was extended for ten years at market interest
rates, with no additional funds advanced. Subsequently, at a
meeting of the Board of Directors held February 18, 1998, a loan on
Mr. Levine's primary residence in the amount of $200,000 was
approved by the Board of Directors. The largest aggregate
outstanding balance of these loans in 1998 was approximately $19.2
million.
At December 31, 1998, the aggregate balance outstanding for all
loans in which Mr. Levine has an equity interest was approximately
$13.2 million. 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.
Mark A. Ricca, Esq., Senior Vice President and General Counsel
since April 1998 and Senior Vice President, General Counsel,
Secretary and Chief Compliance Officer since March 1999, was a
partner at Ricca & Donnelly, a law firm, prior to joining the
Company. Mr. Ricca's brother was, and continues to be, the
managing partner at Ricca & Donnelly. The Company paid Ricca &
Donnelly approximately $363,000 for legal services provided in
1998. The Company believes that these services and payments were
on terms substantially similar to those available from non-
affiliated parties.
PROPOSAL 2
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
KPMG LLP were The Company's independent auditors for the fiscal
year ended December 31, 1998. The Company's Board of Directors has
reappointed KPMG LLP to continue as independent auditors for the
Bank and the Company for the year ending December 31, 1999, subject
to ratification of such appointment by the stockholders.
A representative of KPMG 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.
Ratification of KPMG LLP as independent auditors of the Company
requires the affirmative vote of a majority of the votes cast.
Abstentions will have the effect as a vote against this proposal
while broker non-votes will have no effect on the vote for this
proposal.
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 LLP as the independent
auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG 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 2000,
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 16, 1999. Any such proposal will
be subject to applicable laws, rules and regulations, as may be
amended including 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 of Directors, 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, 1998, 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. Mark A.
Ricca, Senior Vice President, General Counsel and Secretary, 615
Merrick Avenue, Westbury, New York 11590.
By Order of the Board of Directors,
Mark A. Ricca, Esq.
Secretary
Westbury, New York
March 17, 1999
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.