Exhibit 99.2
HAVEN BANCORP, INC.
REVOCABLE PROXY
SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 20, 2000
10:00 A.M.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Mark A. Ricca and Patricia M. Shaubeck, or
either of them, with full power of substitution, to act as attorneys and proxies
for the undersigned, and to vote all shares of Common Stock of Haven Bancorp,
Inc. which the undersigned is entitled to vote only at the Special Meeting of
Stockholders, to be held on November 20, 2000, at 10:00 a.m., at the
the Long Island Marriott Hotel & Conference Center, 101 James Doolittle
Boulevard, Uniondale, New York, and at any adjournment or postponement thereof.
The undersigned hereby revokes all prior proxies.
This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted FOR each of the proposals listed. If any
other business is presented at the Special Meeting, this proxy will be voted by
those named in this proxy in such manner as shall be determined by a majority of
the Board of Directors. At the present time, the Board of Directors knows of no
other business to be presented at the Special Meeting.
__ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __
FOLD AND DETACH HERE
Please mark your
vote as [x]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE LISTED PROPOSAL.
1. To approve and adopt the Agreement and Plan of Merger, dated as of June 27,
2000, by and between Queens County Bancorp, Inc. and Haven Bancorp, Inc., as
more fully described in the accompanying Joint Proxy Statement/Prospectus.
For Against Abstain
[ ] [ ] [ ]
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In their discretion by those named as proxies in this proxy on such other
matters as may properly come before the Special Meeting.
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The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Special Meeting of Stockholders and a Joint Proxy
Statement/Prospectus dated October 13, 2000.
Please sign exactly as name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. If shares
are held jointly, each holder may sign, but only one signature is required.
Date: -------------------, 2000
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Signature
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Signature, if held jointly
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
-2-
October 16, 2000
Dear Participant:
As of ___________, 2000, the trust ("DRP Trust") established for the
Columbia Federal Savings Bank (now known as CFS Bank, the "Bank") Recognition
and Retention Plan for Outside Directors ("DRP") held ________ shares of common
stock of Haven Bancorp, Inc. (the "Company"), the parent holding company for the
Bank. As a participant in the DRP, you may direct the voting of the shares of
the Company's common stock held by the DRP Trust that have been granted to you
under the DRP.
Chase Manhattan Bank has been appointed as an unrelated corporate trustee
for the DRP Trust (the "DRP Trustee"). We, the Board of Directors, are
forwarding to you the attached Vote Authorization Form, provided for the purpose
of conveying your voting instructions to the DRP Trustee. The DRP Trustee will
vote those shares of the Company's common stock held in the DRP Trust that have
been granted to participants in accordance with instructions received from the
participants. If the DRP Trustee does not receive voting instructions with
respect to shares that have been granted to participants, the DRP Trustee will
vote such shares in the same proportion as it votes the shares for which it has
received voting instructions.
At this time to direct the voting of shares granted to you under the DRP,
you must complete and sign the enclosed Vote Authorization Form and return it in
the accompanying envelope to ChaseMellon Shareholder Services, LLC
("ChaseMellon"). Your vote will not be revealed, directly or indirectly, to any
director, officer or other employee of the Company or the Bank. Your shares will
be tallied by ChaseMellon on a confidential basis. ChaseMellon will then provide
the tabulated results to the DRP Trustee. The DRP Trustee will then vote the
shares in the DRP Trust based on the voting instructions it has received from
participants, as described above.
Sincerely,
The Board of Directors
HAVEN BANCORP, INC.
SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 20, 2000
VOTE AUTHORIZATION FORM
I, having signed this form, hereby instruct the Columbia Federal Savings Bank
Recognition and Retention Plan for Outside Directors ("DRP") Trustee to vote all
shares of common stock of Haven Bancorp, Inc. granted to me under the DRP as set
forth below at the Special Meeting of Stockholders to be held on November 20,
2000, and at any adjournment or postponement thereof.
Please mark your
votes as /X/
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE LISTED PROPOSAL
1. To approve and adopt the Agreement and Plan of Merger, dated as of June 27,
2000, by and between Queens County Bancorp, Inc. and Haven Bancorp, Inc., as
more fully described in the accompanying Joint Proxy Statement/Prospectus.
For Against Abstain
[ ] [ ] [ ]
I acknowledge that I have received from the Company prior to the execution of
this vote authorization form, a Notice of Special Meeting of Stockholders, a
Joint Proxy Statement/Prospectus dated October 13, 2000, the Annual Report to
Stockholders and a letter dated October 13, 2000 from the Board of Directors.
I understand that my voting instructions are solicited by the Board of Directors
on behalf of the DRP Trustee for the Special Stockholders Meeting to be held on
November 20, 2000, and at any adjournment or postponement thereof. The DRP
Trustee is hereby authorized to vote the shares granted to me, in its trust
capacity, as indicated above.
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Signature
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Date
Please sign, date and return this form in the enclosed business reply envelope.
October 16, 2000
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.
Merrill Lynch Trust Company has been appointed as the 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
Joint Proxy Statement/Prospectus, and the Vote Authorization Form, provided for
the purpose of conveying your voting instructions to the 401(k) Plan Trustee.
At this time to direct the voting of the proportion of the shares
allocable to your account under the 401(k) Plan, you must complete and sign the
enclosed Vote Authorization Form and return it to ChaseMellon Shareholder
Services, LLC ("ChaseMellon") 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 ChaseMellon on a
confidential basis 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.
SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 20, 2000
VOTE AUTHORIZATION FORM
I, having signed this form, 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 Employer Stock Fund of the 401(k) Plan as set forth
below at the Special Meeting of Stockholders to be held on November 20, 2000,
and at any adjournment or postponement thereof.
Please mark your
votes as /X/
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE LISTED PROPOSAL
1. To approve and adopt the Agreement and Plan of Merger, dated as of June 27,
2000, by and between Queens County Bancorp, Inc. and Haven Bancorp, Inc., as
more fully described in the accompanying Joint Proxy Statement/Prospectus.
For Against Abstain
[ ] [ ] [ ]
I acknowledge that I have received from the Company prior to the execution of
this vote authorization form, a Notice of Special Meeting of Stockholders, a
Joint Proxy Statement/Prospectus dated October 13, 2000, the Annual Report to
Stockholders and a letter dated October 13, 2000 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 Special Stockholders Meeting to be held
on November 20, 2000, and at any adjournment or postponement 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.
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Signature
- ------------------------
Date
Please sign, date and return this form in the enclosed business reply envelope.
October 16, 2000
Dear Participant:
As of _________, 2000, the trust ("ESOP Trust") established for the
Columbia Federal Savings Bank (now known as CFS Bank, the "Bank") Employee Stock
Ownership Plan ("ESOP") held ____________ shares of common stock of Haven
Bancorp, Inc. (the "Company"), the parent holding company for the Bank, for the
benefit of participants in the ESOP. As of the Record Date, October 11, 2000,
_____________ shares of Common Stock in the ESOP had been allocated to
participating employees. As a participant in the ESOP, you may direct the voting
of the shares of the Company's common stock held by the ESOP Trust allocated to
your account.
Chase Manhattan Bank has been appointed as the corporate trustee for
the ESOP Trust (the "ESOP Trustee"). We, the Board of Directors, are forwarding
to you the attached Vote Authorization Form, provided for the purpose of
conveying your voting instructions to the ESOP Trustee. The ESOP Trustee will
vote those shares of the Company's common stock held in the ESOP Trust allocated
to participants in accordance with instructions of the participants.
All unallocated shares held in the ESOP Trust, and allocated shares
with respect to which no written instructions are received, will be voted by the
Trustee in the same proportion as those allocated shares for which voting
instructions are received, so long as such vote is in accordance with the
provisions of the Employment Retirement Income Security Act of 1974, as amended.
At this time to direct the voting of shares allocated to your account
under the ESOP, you must complete and sign the enclosed Vote Authorization Form
and return it in the accompanying envelope to ChaseMellon Shareholder Services,
LLC ("ChaseMellon"). Your vote will not be revealed, directly or indirectly, to
any director, officer or other employee of the Company or the Bank. Your shares
will be tallied by ChaseMellon and then the ESOP Trustee will vote the shares in
the ESOP Trust based on the voting instructions it has received from
participants, as described above.
Sincerely,
The Board of Directors
HAVEN BANCORP, INC.
SPECIAL MEETING OF STOCKHOLDERS
NOVEMBER 20, 2000
VOTE AUTHORIZATION FORM
I, having signed this form, understand that the ESOP Trustee is the holder of
record and custodian of all shares of Haven Bancorp, Inc. (the "Company") common
stock allocated to me under the Columbia Federal Savings Bank Employee Stock
Ownership Plan and Trust ("ESOP Trust"). Further, I understand that my voting
instructions are solicited on behalf of the Company's Board of Directors for the
Special Meeting of Stockholders on November 20, 2000, and at any adjournment or
postponement thereof. Accordingly, you are instructed to vote all shares
allocated to me and held by the ESOP Trust as set forth below.
Please mark your
votes as /X/
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE LISTED PROPOSAL
1. To approve and adopt the Agreement and Plan of Merger, dated as of June 27,
2000, by and between Queens County Bancorp, Inc. and Haven Bancorp, Inc., as
more fully described in the accompanying Joint Proxy Statement/Prospectus.
For Against Abstain
[ ] [ ] [ ]
I acknowledge that I have received from the Company prior to the execution of
this vote authorization form, a Notice of Special Meeting of Stockholders, a
Joint Proxy Statement/Prospectus dated October 13, 2000, the Annual Report to
Stockholders and a letter dated October 13, 2000 from the Board of Directors.
I understand that my voting instructions are solicited by the Board of Directors
on behalf of the ESOP Trustee for the Special Stockholders Meeting to be held on
November 20, 2000, and at any adjournment or postponement thereof. The ESOP
Trustee is hereby authorized to vote the shares allocated to me, in its trust
capacity, as indicated above.
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Signature
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Date
Please sign, date and return this form in the enclosed business reply envelope.