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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
Haven Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
HAVEN BANCORP, INC.
615 Merrick Avenue
Westbury, New York 11590
516-683-4100
[LOGO] HAVEN BANCORP
IMPORTANT MESSAGE FROM YOUR DIRECTORS
REGARDING THE ANNUAL MEETING OF STOCKHOLDERS
March 20, 2000
Dear Fellow Haven Stockholder:
The annual report of Haven Bancorp and proxy statement for the 2000 Annual
Meeting of stockholders, now in preparation, will be distributed to you in the
near future. You are requested to give this information your prompt attention
when it arrives.
At this time, however, it is important to caution you about a development
that could have an important bearing on the Annual Meeting and on Haven's
future. Your Board of Directors believes you need to be aware of this
development and treat it cautiously.
A dissident group calling itself The PL Capital Group has filed proxy
materials and announced its intention to solicit proxies to elect its own,
hand-picked slate of nominees to your Company's Board.
A WORD OF CAUTION REGARDING PL CAPITAL
We have reviewed the dissidents' proxy materials and believe that they
contain certain information that is misleading to our stockholders. We are
particularly concerned about certain financial information disclosed in the
dissidents' proxy materials that is misrepresented and appears to have been
crafted to support the dissidents' spurious claims.
In an effort to insure that our stockholders have correct and accurate
information, we have contacted the Securities and Exchange Commission to ask
that the dissidents correct their misleading statements.
In the meantime, we urge you to treat any communication from the dissident
group with caution. In addition, we urge you NOT to sign any white proxy
solicited by this dissident group without first having received and considered
information that will be sent to you by your Board of Directors in the near
future.
You may rest assured that your Board will continue to act in the best
interests of Haven and all its stockholders. Thank you for your continued
support.
On Behalf of the Board of Directors,
Sincerely,
/s/ Philip S. Messina
Philip S. Messina
Chairman of the Board and Chief
Executive Officer
Haven's Board of Directors and executive officers may be deemed
"participants" in Haven's proxy solicitation. Information regarding these
individuals may be found in Haven's preliminary proxy materials that have
been filed with the Securities and Exchange Commission. A free copy of these
materials, as well as other publicly-filed documents of Haven, may be
obtained at the SEC's website at www.sec.gov. Stockholders are advised to
read Haven's preliminary proxy statement filed with the SEC and the
definitive proxy statement (when it becomes available), because these
documents contain, or will contain, important information.
If you have any questions, please call: Morrow & Co., Inc. at 1-800-662-5200.