<PAGE>
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
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 [x]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
Yonkers Financial Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
- --------------------------------------------------------------------------------
(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 14 (a)-6(i) (4) 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:
----------------------------------------------------------------------
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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
YONKERS FINANCIAL CORPORATION
________________
ANNUAL MEETING OF STOCKHOLDERS
January 27, 2000
___________________
PROXY STATEMENT OF THE YONKERS
FINANCIAL CORPORATION COMMITTEE
TO PRESERVE SHAREHOLDER VALUE
[OPPOSES THE BOARD OF
DIRECTORS OF YONKERS FINANCIAL CORPORATION]
This Proxy Statement and GOLD proxy card are being furnished to holders of the
common stock (the "Stockholders"), par value $.01 per share (the "Common Stock")
of Yonkers Financial Corporation (the "Company") a Delaware Corporation, in
connection with the solicitation of proxies (the "Proxy Solicitation") by the
Yonkers Financial Corporation Committee to Preserve Shareholder Value (the
"Committee"). The Annual Meeting of Stockholders is to be held on January 27,
2000 at -- p.m. Eastern Time, at a site selected by the Company (the "Annual
Meeting"). Stockholders who own the Common Stock on November 30, 1999 will be
entitled to vote ("Annual Meeting Record Date"). The Company's principal
executive offices are located at 6 Executive Plaza, Yonkers, New York 10701.
At the Annual Meeting, the Company will be seeking (i) the election of three
Directors for a term of three years each or until their successors have been
elected and qualified and (ii) ratification of the appointment of KPMG Peat
Marwick, LLP. as independent auditors.
The Committee members own approximately 201,800 shares (8.537%) of the Company's
outstanding Common Stock and are soliciting the votes of other Stockholders to
elect two out of the three Directors at this year's Annual Meeting. The
Committee is soliciting your proxy in support of the election of Lawrence B.
Seidman ("Seidman") and Dennis Pollack ("Pollack"), collectively the ("Committee
Nominees") to the Company's Board of Directors.
The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New Jersey
Limited Liability Company; Seidman Investment Partnership, L.P.; ("SIP"), a New
Jersey Limited Partnership; Seidman Investment Partnership II, L.P.("SIP II");
Kerrimatt, L.P. ("Kerrimatt"); Federal Holdings, LLC ("Federal"); Seidman,
individually; and Pollack, individually. This Proxy Statement and GOLD proxy
card are being first mailed or furnished to Stockholders on or about December
6, 1999.
The Committee's goal is to preserve shareholder value and it is the opinion of
the Committee that one of the best ways to accomplish this goal is through the
representation of significant shareholders on the Board of Directors. Through
representation on the Board of Directors, the Committee Nominees will attempt to
persuade the Board of Directors to: (i) accelerate the Company's share
repurchase program; and (ii)retain an investment banker to determine the value
of the Company in a sale versus remaining independent.
Remember, your last dated proxy is the only one which counts, so return the
GOLD card even if you delivered a prior proxy. We urge you not to return any
proxy card sent to you by the Company.
The Committee intends to use this proxy to vote for one person who has been
nominated by the Company to serve as a Director, other than William G. Bachop
and Donald R. Angelilli, Jr. two of the three Company Nominees. There is no
assurance that any of the Company's Nominees will serve as Directors if the
Committee's Nominees are elected to the Board.
Each shareholder should ask whether their financial interest will be better
served by the Nominees proposed by the Committee since the Committe purchased
all of its 201,800 shares, while the Company Nominees did not pay for all their
shares and own far less stock than the members of the Committee.
Your vote is important, no matter how many or how few shares you hold. If your
shares are held in the name of a brokerage firm, bank, or nominee, only they can
vote your shares and only upon receipt of your specific instructions.
Accordingly, please return the GOLD proxy card in the envelope provided by your
Bank or Broker or contact the person responsible for your account and give
instructions for such shares to be voted for the Committee Nominees.
If your shares are registered in more than one name, the GOLD proxy card should
be signed by all such persons to ensure that all shares are voted for the
Committee's Nominees.
Please refer to the Company's proxy statement for a full description of
management's proposals, the securities ownership of the Company, the share vote
required to ratify each proposal, information about the Company's Officers and
Directors, including compensation, information about the ratification of the
appointment of KPMG Peat Marwick, LLP, as independent auditors and the date by
which Stockholders must submit proposals for inclusion in the next Annual
Meeting.
<PAGE>
Holders of record of shares of Common Stock on the Annual Meeting Record Date
are urged to submit a proxy even if such shares have been sold after that date.
The number of shares of Common Stock outstanding as of the Annual Meeting Record
Date is 2,363,739. Each share of Common Stock is entitled to one vote at the
Annual Meeting.
If you have any questions or need assistance in voting your shares, please call:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(Call Toll Free (800) 755-5001)
<PAGE>
THE COMMITTEE'S GOAL:
OUR GOAL IS TO MAXIMIZE THE VALUE
OF THE COMPANY'S STOCK FOR ALL
STOCKHOLDERS.
The Committee believes its fellow Stockholders have the same goal: to maximize
the value of the Company's stock they purchased. The Committee believes that the
Company should immediately retain an investment banker to explore a sale of the
Company at a premium. Concurrently, the investment banker should also evaluate
whether the Company can make in market accretive acquisitions (acquisitions that
will add to the earnings per share of the Company within one year). The Company,
since going public in April 1996, has not made a single acquisition. The
Committee does not believe that the value of the Company's stock can be
maximized solely through internal growth, especially through the Company's
approach of opening supermarket branches. Notwithstanding whether the Company is
an acquirer, or seller, the Company must become more aggressive in repurchasing
its shares. If the Company cannot grow through accretive acquisitions, then the
goal to maximize value can be accomplished most effectively by selling the
Company. The only way the Committee can be assured that its proposals receive
appropriate consideration is through Board representation. The Committee has
urged management to pursue acquisition/merger discussions with potentially
interested commercial banks so the Company could properly compare the economic
benefits of an acquisition of other financial institutions to a sale of the
Company.
The Company's stock, based upon its closing price of $18.00 is trading at 132%
of its September 30, 1999 $13.54 book value and 15 times its September 30, 1999
diluted earnings per share. Unless the Company can do an accretive acquisition,
in the opinion of the Committee, a sale of the Company at this time may be more
beneficial than the Company remaining an independent financial institution,
especially because of the Company's low equity to asset ratio, (approximately
7%) and its low current annualized earnings per share multiple. These facts are
supported by the following chart, which reflects the price to book value, equity
to asset ratio and price to earnings multiple paid in connection with the below
listof mergers:(The Skaneateles Bancorp transaction is the closest comparable to
the Company.)
1999 COMPLETED NEW YORK THRIFT MERGERS
DATE TARGET/ TOTAL FINAL DEAL PRICE EQUITY
COMPLETED ACQUIRER ASSETS DIVIDED BY TO
Book LTM ASSET
Value(%) EPS (X) RATIO
- -------------------------------------------------------------------------------
9/03/99 SFS Bancorp Inc. 179.1M 128 14.2 13.25
Hudson River Bancorp 873.0B
7/01/99 Skaneateles Bancorp 272.9M 198 25.2 6.98
BSB Bancorp 2.0B
1999 ANNOUNCED NEW YORK THRIFT MERGERS
DATE TARGET/ TOTAL AT ANNOUNCEMENT OFFER EQUITY
ANNOUNCED ACQUIRER ASSETS DIVIDED BY TO
Book LTM ASSET
Value(%) EPS (X) RATIO
- ------------------------------------------------------------------------------
8/30/99 Albion Banc Corp 78.0M 183 40.4 8.26
Niagara Bancorp 1.6B
8/16/99 JSB Financial Inc. 1.6B 154 13.8 23.14
North Fork Bancorp. 11.9B
8/30/99 Reliance Bancorp, Inc. 2.4B 199 16.9 7.0
North Fork Bancorp. 11.9B
If a sale of the Company is not possible at a satisfactory price, the Committee
Nominees, if elected, will work to increase the Company's earnings, earnings per
share, earning assets and deposits and will strongly recommend that the Company
aggressively pursue its stock repurchase program. The Board of Directors of the
Company would have to determine a satisfactory price which could be either all
cash or a combination of cash and stock. To accomplish the Committee's goal,
Pollack and Seidman, if elected, will need the cooperation of two of the other
Directors.
When you return the Committee's proxy card you are voting for Seidman and
Pollack and one of the three Company Nominees. However, since the Committee is
only running two Nominees for the three Board of Director seats, if the two
Committee Nominees are elected, one of the Company Nominees who receives the
highest number of shares will also be elected.
<PAGE>
THEREFORE A VOTE FOR THE
COMMITTEE NOMINEES IS A VOTE
TO START THE PROCESS TO
ACCELERATE THE SHARE REPURCHASE
PROGRAM, ATTEMPT TO DO AN
ACCRETIVE ACQUISITION AND
IF NOT POSSIBLE SELL
THE COMPANY FOR A PREMIUM
PRICE WHICH IS OPPOSED BY THE
PRESENT BOARD AND MANAGEMENT
Each Stockholder should be aware that the present election is only to elect
Directors to the Board of Directors of the Company and has nothing to do with
the election of Directors to the Yonkers Savings and Loan Association, FA (the
"Association"), the wholly owned banking subsidiary of the Company. The present
Directors of the Company, even if Seidman and Pollack win this election, will
still be able to appoint the Board of Directors of the Association, including
any of the present three Company Nominees, even if they lose the election.
The Committee bases its position that the Board of Directors and Management of
the Company oppose a sale upon a statement to Seidman by the President of the
Company. Specifically, the President has told Mr. Seidman on several occasions
that he would be willing to meet with possible acquirers, but at the present
time the Board is not interested in selling the Company.
Mr. Seidman, on several occasions, has requested to meet with the Company's
Board, but each time his request has been rejected.
THE COMPANY'S STOCK PRICE
The Committee began purchasing the Company's stock on March 5, 1999 when the
price of the stock was $15.00. The Committee filed its Schedule 13D on May 3,
1999, disclosing the ownership of 142,100 shares or 5.21% of the outstanding
shares. On May 3, 1999, the Company's closing stock price was $16.25. From May
3, 1999 to December 1, 1999; the stock price has increased to approximately
$18.00 or 11.6%.
MR. SEIDMAN'S PAST HISTORY OF PROMOTING
THE MAXIMIZATION OF SHAREHOLDER VALUE
Mr. Seidman recently has been involved in proxy contests with three separate
companies, Wayne Bancorp, Inc. ("WYNE"), IBS Financial Corp.("IBSF") and South
Jersey Financial Corp. ("SJFC") seeking to maximize shareholder value by a sale
of the respective companies. WYNE and IBSF were sold at significant premiums to
their book value and earnings, as shown by the following chart:
Announced
Multiples [X]
Seller Buyer Book Value % LTM EPS [X]
- --------------------------------------------------------------------------------
Wayne Bancorp, Inc. Valley National Bancorp 2.00 31.7
IBS Financial Corp. Hudson United Bancorp. 1.76 38.0.
Mr. Seidman, as a representative for others, including some of the committee
members, won a proxy contest against South Jersey Financial Corporation ("SJFC")
and caused two directors, out of the three directors up for election, to be
elected to the SJFC Board. Mr. Seidman and Richard Baer presently are members of
the SJFC Board.
In addition, Mr. Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through a sale of 1st Bergen Bancorp, Inc. ("FBER") and Eagle
BancGroup, Inc. ("EGLB"). both institutions were sold shortly after the
respective announcement. FBER was sold to Kearney Savings Bank for 146 % of book
value and 34.4 times earnings. EGLB was sold to First Bussey Corporation for
1.36% of book value and 33 times earnings. These companies were sold at a
significant premium to book value and earnings and its prevailing stock price.
There is no guarantee that the Company can be sold for a premium equal to or
greater than the premium paid for the other companies mentioned in this proxy
statement.
On February 25, 1999, Mr. Seidman, as a representative for others, including
some of the Committee Members, entered into an Agreement with CNYF Financial
Corporation ("CNYF"), wherein CNYF agreed to increase the size of its Board of
Directors by one and to add Seidman as a Director. Mr. Seidman and the Members
of the Committee involved agreed to certain restrictions. The material
restrictions in this Agreement established the following undertakings: (i) to
not acquire more than 9.9% of the outstanding CNYF stock before its year 2,000
Annual Meeting; (ii) to vote for the CNYF stock option and restricted stock plan
and amendments thereto; (iii) to not solicit proxies or submit proposals prior
to the year 2000 Annual Meeting; (iv) to vote all shares in favor of Seidman and
the two (2) Board Nominees at the 1999 Annual Meeting; and (v) not to do
anything indirectly that it could not do directly. Mr. Seidman voted his shares
in support of CNYF stock based compensation plans and he became a director of
CNYF. Mr. Seidman agreed to the restrictions because it was his opinion that the
CNYF directors and management were focused on maximizing shareholder value, and
the Agreement would accelerate the accomplishment of this goal. Mr. Seidman is
still a director of CNYF.
<PAGE>
ELECTION OF SEIDMAN AND
POLLACK AS DIRECTORS
Lawrence Seidman is 52 years old and his address is 19 Veteri Place, Wayne, NJ
07470. Since March 10, 1999, Mr. Seidman has been the President, General Counsel
and a Director of Menlo Acquisition Corporation. Mr. Seidman is also Manager of
Seidman & Associates, L.L.C., President of Veteri Place Corp., the sole General
Partner of Seidman Investment Partnership, LP, Seidman Investment Partnership
II, LP, Manager, of Federal Holdings, L.L.C. and business consultant to certain
partnerships and individuals, including, but not limited to, Kerrimatt, LP. He
is also a director of CNYF and SJFC and their respective bank subsidiaries.
Dennis Pollack("Pollack"), 49 years old, since December 1, 1996, has been the
Managing Director of Pegasus Funding Group based in Newton Square, Pennsylvania,
an asset based lender. From April 1996 to December 1998 was President, Chief
Executive Officer and a Member of the Board of Directors of the Connecticut Bank
of Commerce. Since October 1998 has been a consultant to Valley National Bank of
Wayne, New Jersey and since December 1998 has been a consultant to the
Connecticut Bank of Commerce. From January 1995 to March 1996, he was Regional
Vice President and National Director of Bank Consulting of Axiom Management
Consulting, a management consulting firm that provides specialized business
processing reengineering services. From April 1995 to December 1995, he was a
Regional President of First Fidelity Bank New York. From March 1988 to April
1995, he was the President, Chief Executive Officer and a Member of the Board of
Directors of the Savings Bank of Rockland County. The Savings Bank of Rockland
County was purchased by First Fidelity Bank. Mr. Pollack is the Chairman of the
Salvation Army Board - Rockland County, New York and was previously on the
Executive Committee for Good Samaritan Hospital and the Citizens Advisory
Committee for the Helen Hayes Hospital.
The members of the Committee have agreed to act in concert; however, they have
expressly reserved the right to terminate their agreement to act in concert.
During the last ten (10) years: (i) none of the Committee members has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) none of the Committee Members, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws; (iii) the Committee Members, other than SIPII, Kerrimatt and Pollack, were
parties to a civil proceeding which ultimately mandated activities that were
subject to federal securities laws. Specifically, a civil action was filed by
IBSF, during the proxy contest with certain members of the Committee, in the
U.S. District Court. [This litigation named the Members of the Committee, as
Defendants; except, SIPII, Kerrimatt and Pollack.] The claim was made that three
members on the Committee did not make all of the disclosures required by the
Securities Exchange Act of 1934. The District Court entered a Judgment
dismissing the claims made by IBSF. The Third Circuit Court of Appeals reversed
in part, and remanded the matter, determining that two (2) additional
disclosures should have been made. Pending the remand, an Amended Schedule 13D
was filed making additional disclosures with regard to Seidcal Associates and
Kevin Moore concerning the background, biographical and employment, information
on Brant Cali of Seidcal and Kevin Moore of Federal. Thereafter, the District
Court entered a Judgment After Remand which directed the inclusion of these
disclosures in the Schedule 13D.
None of the Committee members is, or was within the past year, a party to any
contract, arrangements or understandings with any person with respect to any
securities of the registrant, including, but not limited to joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
In addition none of the Committee members or any associates of the Committee
members have any arrangement or understanding with any person (a) with respect
to any future employment by the Company or its affiliates; or (b) with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party.
Mr. Seidman is the manager of SAL and Federal, and is the President of the
Corporate General Partner of SIP and SIPII and the investment manager for
Kerrimatt; and, in that capacity, Mr. Seidman has the authority to cause those
entities to acquire, hold, trade, and vote these securities. SAL, SIP, SIP II,
Kerrimatt and Federal were all created to acquire, hold, and sell
publicly-traded securities. None of these entities was formed to solely acquire,
hold, and sell the Company's securities. Each of these entities owns securities
issued by one or more companies other than the Company. The members and limited
partners in SIP, SIP II, SAL, Kerrimatt and Federal are all passive investors,
who do not - and cannot - directly, or indirectly, participate in the management
of these entities, including without limitation proxy contests. Seidman's
compensation is, in part, dependent upon the profitability of the operations of
these entities, but no provision is made to compensate Seidman solely based upon
the profits resulting from transactions from the Company's securities.
On November 8, 1995, the acting Director of the Office of Thrift Supervision
("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding
that Seidman recklessly engaged in unsafe and unsound practices in the business
of an insured institution. (See Note 1 of Appendix A.)
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
Additional Information concerning the Committee is set forth in Appendices
A and B hereto. Each of the individuals listed on Appendix A attached hereto is
a citizen of the United States.
<PAGE>
AUDITORS
The Committee has no objection to the ratification of the appointment of KPMG
Peat Marwick, LLP, as independent accountants for the Company for the fiscal
year ending September 30, 2000.
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement, telephone,
facsimile, telegraph, and personal solicitation. Phone calls will be made to
individual shareholders by Pollack, Seidman and employees of Beacon Hill
Partners, Inc. Pollack, and Seidman will be principally responsible to solicit
proxies for the Committee and certain of their employees will perform
secretarial work in connection with the solicitation of proxies, for which no
additional compensation will be paid. Banks, brokerage houses, and other
custodians, nominees, and fiduciaries will be requested to forward the
Committee's solicitation material to their customers for whom they hold shares
and the Committee will reimburse them for their reasonable out-of-pocket
expenses.
The Committee has retained Beacon Hill Partners, Inc. to assist in the
solicitation of proxies and for related services. The Committee will pay Beacon
Hill Partners, Inc. a fee of up to $15,000 and has agreed to reimburse it for
its reasonable out-of-pocket expenses. In addition, the Committee has also
agreed to indemnify Beacon Hill Partners, Inc. against certain liabilities and
expenses, including liabilities and expenses under the federal securities laws.
The Securities and Exchange Commission deems such an indemnification to be
against public policy. Approximately six (6) persons will be used by Beacon Hill
Partners, Inc. in its solicitation efforts.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be borne
by Seidman, SAL, SIP and SIP II.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $40,000 of which
$7,500 has been incurred to date. The Committee intends to seek reimbursement
from the Company for those expenses incurred by the Committee, if the
Committee's Nominees are elected, but does not intend to submit the question of
such reimbursement to a vote of the Stockholders.
For the proxy solicited hereby to be voted, the enclosed GOLD proxy card must
be signed, dated, and returned to the Committee, c/o Beacon Hill Partners, Inc.,
in the enclosed envelope in time to be voted at the Annual Meeting. If you wish
to vote for the Committee position, you must submit the enclosed GOLD proxy
card and must NOT submit the Company's proxy card. If you have already returned
the Company's proxy card, you have the right to revoke it as to all matters
covered thereby and may do so by subsequently signing, dating, and mailing the
enclosed GOLD proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL
MEETING. Execution of a GOLD proxy card will not affect your right to attend
the Annual Meeting and to vote in person. Any proxy may be revoked as to all
matters covered thereby at any time prior to the time a vote is taken by (i)
filing with the Secretary of the Company a later dated written revocation; (ii)
submitting a duly executed proxy bearing a later date to the Committee; or (iii)
attending and voting at the Annual Meeting in person. Attendance at the Annual
Meeting will not in and of itself constitute a revocation.
Shares of Common Stock represented by a valid, unrevoked GOLD proxy card will
be voted as specified. You may vote for the Committee's position or withhold
authority to vote for the Committee's position by marking the proper box on the
GOLD proxy card. Shares represented by a GOLD proxy card where no
specification has been made will be voted for the two Committee Nominees and for
KPMG Peat Marwick LLP, as auditors.
Except as set forth in this Proxy Statement, the Committee is not aware of any
other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed GOLD proxy card will, however, have discretionary
voting authority as such proxies regarding any other business that may properly
come before the Annual Meeting.
If your shares are held in the name of a brokerage firm, bank, or nominee, only
they can vote such shares and only upon receipt of your specific instructions.
Accordingly, please return the proxy in the envelope provided to you or contact
the person responsible for your account and instruct that person to execute on
your behalf the GOLD proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date will be
entitled to vote at the Annual Meeting. If you are a Stockholder of record on
the Annual Meeting Record Date, you will retain the voting rights in connection
with the Annual Meeting even if you sell such shares after the Annual Meeting
Record Date. Accordingly, it is important that you vote the shares of Common
Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote
such shares on the GOLD proxy card, even if you sell such shares after such
date.
<PAGE>
The Committee believes that it is in your best interest to elect the Committee's
Nominees as Directors at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A
VOTE FOR THE COMMITTEE NOMINEES AND FOR THE PROPOSED AUDITORS.
THE YONKERS FINANCIAL CORPORATION COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote your
shares and only upon receipt of your specific instructions. Please return the
proxy provided to you or contact the person responsible for your account and
instruct them to vote for the Committee's Nominees on the GOLD proxy card.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 973-560-1400, Extension 108, or Dennis Pollack at (201) 930-1428, or
our proxy solicitor: Beacon Hill Partners, Inc., 90 Broad Street, New York, New
York 10004, at 800-755-5001.
<PAGE>
APPENDIX A
THE COMMITTEE TO MAXIMIZE SHAREHOLDER
VALUE AND ITS NOMINEES
The participants who comprise the Committee own in the aggregate 195,300 shares
of Common Stock, representing approximately 8.262% of the shares outstanding and
are as follows:
Seidman and Associates, L.L.C. ("SAL"), is a New Jersey limited liability
company, organized to invest in securities, whose principal and executive
offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SAL and has sole investment discretion and voting
authority with respect to such securities.
Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIP and Lawrence Seidman is the only shareholder director and officer of Veteri
Place Corporation. Seidman has sole investment discretion and voting authority
with respect to such securities.
Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIPII and Lawrence Seidman is the only shareholder director and officer of
Veteri Place Corporation. Seidman has sole investment discretion and voting
authority with respect to such securities.
Kerrimatt, LP (Kerrimatt), is a limited partnership formed, in part, to invest
in stock of public companies whose principal and executive offices are located
at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole
investment discretion and voting authority with respect to such securities until
May 2000.
Federal Holdings L.L.C. ("Federal"), is a New York limited liability company,
organized to invest in securities, whose principal and executive offices are
located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
Seidman is a private investor, with discretion over certain client accounts and
is the Manager of Federal and SAL, and the President of the Corporate General
Partner of SIP and SIP II and the investment manager of Kerrimatt. See Footnote
No. 1 below for information concerning regulatory action.
Pollack is a private investor.
<PAGE>
Name Business Address # of shares of
common stock
beneficially owned % of Class
Seidman and Associates 100 Misty Lane 61,000 2.580
L.L.C. (SAL) Parsippany, NJ 07054
Seidman Investment 19 Veteri Place 26,900 1.138
Partnership, L.P. (SIP) Wayne, NJ 07470
Seidman Investment 19 Veteri Place 45,400 1.920
Partnership II, L.P. Wayne, NJ 07470
(SIPII)
Kerrimatt, LP 80 Main St. 33,200 1.404
West Orange, NJ 07052
Federal Holdings, LLC One Rockefeller Plaza 31,700 1.341
New York, NY 10020
Lawrence B. Seidman 100 Misty Lane 199,200 8.427
Individually (1) Parsippany, NJ 07054
Dennis Pollack, 47 Blueberry Drive 2,600 .109
Individually(3) Woodcliff Lake, NJ 07675
______________________________________
(1) Seidman owns 1,000 shares of common stock directly, but may be deemed to
have sole voting power and dispositive power as to 189,700 shares beneficially
owned by SIP, SIP II, SAL, Kerrimatt and Federal. On November 8, 1995, the
acting director of the Office of Thrift Supervision (OTS) issued a Cease and
Desist Order against Seidman ("C & D") after finding that Seidman recklessly
engaged in unsafe and unsound practices in the business of an insured
institution. The C & D actions complained of were Seidman's allegedly
obstructing an OTS investigation. The C & D ordered him to cease and desist from
(i) any attempts to hinder the OTS in the discharge of its regulatory
responsibilities, including the conduct of any OTS examination or investigation;
and (ii) any attempts to induce any person to withhold material information from
the OTS related to the performance of its regulatory responsibilities. The Order
also provides that for a period of no less than three (3) years if Seidman
becomes an institution-affiliated party of any insured depository institution
subject to the jurisdiction of the OTS, to the extent that his responsibilities
include the preparation or review of any reports, documents, or other
information that would be submitted or reviewed by the OTS in the discharge of
its regulatory functions, all such reports, documents, and other information
shall, prior to submission to, or review by the OTS, be independently reviewed
by the Board of Directors or a duly appointed committee of the Board to ensure
that all material information and facts have been fully and adequately
disclosed. In addition, a civil money penalty in the amount of $20,812 was
assessed.
<PAGE>
APPENDIX B
SEIDMAN & ASSOCIATES LLC
3599 15.06 75,312.00 5,000
31199 14.94 79,169.00 5,300
32399 14.96 59,854.00 4,000
32399 14.96 59,584.00 4,000
4599 14.94 37,344.00 2,500
4599 14.94 42,572.00 2,850
4899 14.94 74,687.00 5,000
4899 14.90 55,860.00 3,750
41299 14.56 23,300.00 1,600
42199 15.06 150,625.00 10,000
92799 18.32 91,562.50 5,000
92999 18.13 54,375.00 3,000
10699 17.81 44,531.25 2,500
102299 17.94 62,781.25 3,500
111299 17.94 53,812.50 3,000
- --------------------------------------------------------------------------------
SUB-TOTAL 965,369.50 61,000
SEIDMAN INVEST. PARTNERSHIP, LP
4999 14.69 146,875.00 10,000
4999 14.69 73,437.00 5,000
41299 14.56 49,512.00 3,400
42399 14.93 29,875.00 2,000
92799 18.33 36,625.00 2,000
112299 17.63 44,843.75 2,500
113099 17.93 35,875.00 2,000
- --------------------------------------------------------------------------------
SUB-TOTAL 336,324.00 26,900
LAWRENCE B. SEIDMAN
91599 18.50 18,500.00 1,000
- --------------------------------------------------------------------------------
SUB-TOTAL 18,500.00 1,000
KERRIMATT, LP
31199 14.94 79,169.00 5,300
32399 14.96 59,854.00 4,000
4599 14.94 42,572.00 2,850
4899 14.90 55,860.00 3,750
41299 14.56 36,406.00 2,500
42199 15.06 37,656.00 2,500
92799 18.32 45,781.25 2500
102199 17.93 113,006.25 6300
102999 17.94 62,781.25 3,500
- --------------------------------------------------------------------------------
SUB-TOTAL 533,085.75 33,200
FEDERAL HOLDINGS LLC
31199 14.94 74,687.00 5,000
32399 14.87 74,375.00 5,000
4599 14.94 32,116.00 2,150
4899 14.9 55,860.00 3,750
4999 14.69 36,719.00 2,500
42199 15.06 37,656.00 2,500
92799 18.32 45,781.25 2,500
102199 17.93 113,006.25 6,300
112999 17.93 35,875.00 2,000
113099 17.93 35,875.00 2,000
- --------------------------------------------------------------------------------
SUB-TOTAL 470,200.50 31,700
SEIDMAN INVEST. PARTNERSHIP II, LP
31199 14.94 74,687.00 5,000
32299 15.00 75,000.00 5,000
4599 14.94 32,116.00 2,150
4899 14.90 55,860.00 3,750
4999 14.69 36,719.00 2,500
42199 14.81 44,437.00 3,000
42199 15.06 112,969.00 7,500
42399 14.94 29,875.00 2,000
42799 15.18 75,937.50 5,000
52599 16.19 33,625.00 2,000
102199 17.93 71,750.00 4,000
102999 17.94 62,781.25 3,500
- --------------------------------------------------------------------------------
SUB-TOTAL 705,756.75 45,400
DENNIS POLLACK
83099 18.63 22,505.25 1,200
83099 18.63 26,255.25 1,400
- --------------------------------------------------------------------------------
SUB-TOTAL 48,760.50 2,600
TOTAL 3,077,997.00 201,800
<PAGE>
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF YONKERS
FINANCIAL CORPORATION BY YONKERS FINANCIAL CORPORATION COMMITTEE TO PRESERVE
SHAREHOLDER VALUE.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Lawrence B. Seidman or Dennis Pollack with full
power of substitution, as Proxy for the undersigned, to vote all shares of
common stock, par value $.01 per share of Yonkers Financial Corporation, (the
"Company"), which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on January 27, 1999, at 6:00 p.m. (local time) or any
adjournment(s) or postponement(s) thereof (the "Meeting"), as follows:
<PAGE>
1. ELECTION OF DIRECTORS - To elect LAWRENCE B. SEIDMAN and DENNIS POLLACK
-- FOR -- WITHHOLD
To withhold authority to vote for the election of any nominee(s), write the
name(s) of such nominees in the following space:(You can withhold authority for
either Lawrence B. Seidman or Dennis Pollack, jointly or individually by writing
one or both names in the following space or withholding authority for both by
placing an X next to Withhold.)
The Committee intends to use this proxy to vote for persons who have been
nominated by the Company to serve as Directors, other than the Company Nominees
listed below. You may withhold authority to vote for one or more additional
Company Nominees, by writing the name of the Nominee(s) below. You should refer
to the proxy statement and form of proxy distributed by the Company for the
names, background, qualifications, and other information concerning the
Company's Nominees.
There is no assurance that any of the Company's Nominees will serve as Directors
if the Committee Nominees are elected to the Board.
The Committee is NOT seeking authority to vote for and will NOT exercise any
such authority for William G. Bachoop, Jr. and Donld R. Angelilli.
2. APPOINTMENT OF KPMG Peat Marwick, LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING SEPTEMBER 30, 1999:
For ___ Against ___ Abstain __
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the Committee's Nominees as Directors and "FOR" the
appointment of KPMG Peat Marwick LLP, the independent accountants. This proxy
revokes all prior proxies given by the undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
