SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 20, 1999
YONKERS FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
Delaware 0-277716 13-3870836
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6 Executive Plaza, Yonkers, New York 10701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 965-2500
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On July 20, 1999, the Board of Directors of the Registrant adopted Amended
and Restated Bylaws of Yonkers Financial Corporation.
On July 26, 1999, the Registrant issued the attached press release
announcing its earnings for the quarter and nine months ended June 30, 1999 and
declared a quarterly cash dividend of $0.08 per share.
Item 7. Financial Statements and Exhibits
(a) Exhibits
99.1 Amended and Restated Bylaws of Yonkers Financial Corporation
99.2 Press Release, dated May 25, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
YONKERS FINANCIAL CORPORATION
Date: July 29, 1999 By: /s/ Richard F. Komosinski
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Richard F. Komosinski, President
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AMENDED AND RESTATED
BYLAWS OF
YONKERS FINANCIAL CORPORATION
ARTICLE I
STOCKHOLDERS
Section 1. ANNUAL MEETING.
An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place, on such
date, and at such time as the Board of Directors shall each year fix.
Section 2. SPECIAL MEETINGS.
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, special meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter the "Whole
Board").
Section 3. NOTICE OF MEETINGS.
Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten nor more than 60 days before the
date on which the meeting is to be held, to each stockholder entitled to vote at
such meeting, except as otherwise provided herein or required by law (meaning,
here and hereinafter, as required from time to time by the Delaware General
Corporation Law or the Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than 30 days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, written notice of the place, date and time
of the adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.
Section 4. QUORUM.
At any meeting of the stockholders, the holders of at least one-third of
all of the shares of the stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum for all purposes, unless or except
to the extent that the presence of a larger number may be required by law. Where
a separate vote by a class or classes is required, a majority of the shares of
such class or
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classes, present in person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date
or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.
Section 5. ORGANIZATION.
Such person as the Board of Directors may have designated or, in the
absence of such a person, the President of the Corporation or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders and act as chairman of the meeting. In the absence
of the Secretary of the Corporation, the secretary of the meeting shall be such
person as the chairman appoints.
Section 6. CONDUCT OF BUSINESS.
(a) The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seem to him or her in
order.
(b) At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (i) by or at
the direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b). For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered or mailed to and received
at the principal executive offices of the Corporation not less than 70 days
prior to the anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced by
more than 20 days or delayed by more than 60 days from such anniversary date,
notice by the stockholder to be timely must be so delivered by the close of
business on the later of (i) the 70th day prior to such annual meeting or (ii)
the 10th day following the day on which public disclosure (which may be made by
press release, in a publicly available filing at the United States Securities
and Exchange Commission, through mailed notice or otherwise) of the date of the
annual meeting is first made. A stockholder's notice to the Secretary shall set
forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder who proposed such business, (iii) the class and
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number of shares of the Corporation's capital stock that are beneficially owned
by such stockholder and (iv) any material interest of such stockholder in such
business. Notwithstanding anything in these By-laws to the contrary, no business
shall be brought before or conducted at an annual meeting except in accordance
with the provisions of this Section 6(b). The officer of the Corporation or
other person presiding over the annual meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 6(b) and,
if he or she should so determine, he shall so declare to the meeting and any
such business so determined to be not properly brought before the meeting shall
not be transacted.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting by or at the direction
of the Board of Directors.
(c) Only persons who are nominated in accordance with the procedures
set forth in these By-laws shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders at which directors are to be elected
only (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section
6(c). Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made by timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered or
mailed to and received at the principal executive offices of the Corporation not
less than 70 days prior to the date of the meeting; provided, however, that in
the event that less than 80 days' public disclosure of the date of the meeting
is given to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following the
earlier of (i) the day on which such notice of the date of the meeting is mailed
or (ii) the day on which public disclosure of the date of the meeting is first
made. For the purpose of the prior sentence, the term "public disclosure" shall
include disclosure in a press release, a publicly available filing with the
United States Securities and Exchange Commission, a mailed notice to
shareholders or otherwise.
Such stockholder's notice shall set forth (i) as to each person whom such
stockholder proposes to nominate for election or re-election as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice: (x) the name and address, as they appear on
the Corporation's books, of such stockholder and (y) the class and number of
shares of the Corporation's capital stock that are beneficially owned by such
stockholder. At the request of the Board of Directors, any person nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of the Corporation that information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the provisions of this Section 6(c). The officer of the Corporation or
other person presiding at the meeting shall, if the facts so warrant, determine
that a nomination was not made in accordance with such provisions and, if he or
she should so determine, he or she shall so declare to the meeting and the
defective nomination shall be disregarded.
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Section 7. PROXIES AND VOTING.
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing (or as
otherwise permitted under applicable law) by the stockholder or his duly
authorized attorney-in-fact filed in accordance with the procedure established
for the meeting. Proxies solicited on behalf of the management shall be voted as
directed by the stockholder or in the absence of such direction, as determined
by a majority of the Board of Directors. No proxy shall be valid after eleven
months from the date of its execution except for a proxy coupled with an
interest.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his or her name on the record date for the meeting,
except as otherwise provided herein or in the Certificate of Incorporation of
the Corporation or as required by law.
All voting, including on the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefore by a stockholder entitled to vote or his or her proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballot, each of which
shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballot shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or as provided in the Certificate of
Incorporation, all other matters shall be determined by a majority of the votes
cast.
Section 8. STOCK LIST.
The officer who has charge of the stock transfer books of the Corporation
shall prepare and make, in the time and manner required by applicable law, a
list of stockholders entitled to vote and shall make such list available for
such purposes, at such places, at such times and to such persons as required by
applicable law. The stock transfer books shall be the only evidence as to the
identity of the stockholders entitled to examine the stock transfer books or to
vote in person or by proxy at any meeting of stockholders.
Section 9. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.
Subject to the rights of the holders of any class or series of preferred
stock of the Corporation, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.
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Section 10. INSPECTORS OF ELECTION
The Board of Directors shall, in advance of any meeting of stockholders,
appoint one or more persons as inspectors of election, to act at the meeting or
any adjournment thereof and make a written report thereof, in accordance with
applicable law.
ARTICLE II
BOARD OF DIRECTORS
Section 1. GENERAL POWERS, NUMBER AND TERM OF OFFICE.
The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors. The number of directors shall be as
provided for in the Certificate of Incorporation. The Board of Directors shall
annually elect a Chairman of the Board and a President from among its members
and shall designate, when present, either the Chairman of the Board or the
President to preside at its meetings.
The directors, other than those who may be elected by the holders of any
class or series of preferred stock, shall be divided into three classes, as
nearly equal in number as reasonably possible, with the term of office of the
first class to expire at the conclusion of the first annual meeting of
stockholders, the term of office of the second class to expire at the conclusion
of the annual meeting of stockholders one year thereafter and the term of office
of the third class to expire at the conclusion of the annual meeting of
stockholders two years thereafter, with each director to hold office until his
or her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the first annual meeting, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election, with each director to hold office until his or her
successor shall have been duly elected and qualified.
Section 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
Subject to the rights of the holders of any class or series of preferred
stock then outstanding, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the
term of office of the class to which they have been elected expires, and until
such director's successor shall have been duly elected and qualified. No
decrease in the number of authorized directors constituting the Board shall
shorten the term of any incumbent director.
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Section 3. REGULAR MEETINGS.
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not
be required.
Section 4. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by one-third
(1/3) of the directors then in office (rounded up to the nearest whole number)
or by the President and shall be held at such place, on such date, and at such
time as they or he or she shall fix. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.
Notice of the place, date, and time of each such special meeting shall be
given to each director by whom it is not waived by mailing written notice not
less than five days before the meeting or by telephone, telegraph or telex or by
facsimile transmission of the same not less than twenty-four (24) hours before
the meeting.
The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.
Section 5. QUORUM.
At any meeting of the Board of Directors, a majority of the authorized
number of directors then constituting the Board shall constitute a quorum for
all purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.
Section 6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.
Section 7. CONDUCT OF BUSINESS.
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent
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thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board
of Directors.
Section 8. POWERS.
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form as
it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(4) To remove any officer of the Corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
(5) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;
(6) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers, employees and agents
of the Corporation and its
subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers, employees and agents of the Corporation
and its subsidiaries as it may determine; and
(8) To adopt from time to time regulations, not inconsistent with
these By-laws, for the management of the Corporation's business and affairs.
Section 9. COMPENSATION OF DIRECTORS.
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services
as members of committees of the Board of Directors.
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ARTICLE III
COMMITTEES
Section 1. COMMITTEES OF THE BOARD OF DIRECTORS.
The Board of Directors, by a vote of a majority of the Board of Directors,
may from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires, other directors as alternate members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may exercise the power and authority of the Board of Directors to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law if the resolution which designated the committee or a supplemental
resolution of the Board of Directors shall so provide. In the absence or
disqualification of any member of any committee and any alternate member in his
or her place, the member or members of the committee present at the meeting and
not disqualified from voting, whether or not he or she or they constitute a
quorum, may by unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.
Section 2. CONDUCT OF BUSINESS.
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third (1/3) of the members shall
constitute a quorum unless the committee shall consist of one or two members, in
which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if all members thereof consent thereto in writing,
and the writing or writings are filed with the minutes of the proceedings of
such committee.
Section 3. NOMINATING COMMITTEE.
The Board of Directors may appoint a Nominating Committee of the Board,
consisting of not less than three members, one of which shall be the President
if, and only so long as, the President remains in office as a member of the
Board of Directors. The Nominating Committee shall have authority (i) to review
any nominations for election to the Board of Directors made by a stockholder of
the Corporation pursuant to Section 6(c)(ii) of Article I of these By-laws in
order to determine compliance with such By-law and (ii) to recommend to the
Whole Board nominees for election to the Board of Directors to replace those
directors whose terms expire at the annual meeting of stockholders next ensuing.
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ARTICLE IV
OFFICERS
Section 1. GENERALLY.
(a) The Board of Directors as soon as may be practicable after the
annual meeting of stockholders shall choose a President, a Secretary and a
Treasurer and from time to time may choose such other officers as it may deem
proper. The President shall be chosen from among the directors. Any number of
offices may be held by the same person.
(b) The term of office of all officers shall be until the next
annual election of officers and until their respective successors are chosen,
but any officer may be removed from office at any time by the affirmative vote
of a majority of the authorized number of directors then constituting the Board
of Directors.
(c) All officers chosen by the Board of Directors shall each have
such powers and duties as generally pertain to their respective offices, subject
to the specific provisions of this Article IV. Such officers shall also have
such powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.
Section 2. PRESIDENT.
The President shall be the chief executive officer and, subject to the
control of the Board of Directors, shall have general power over the management
and oversight of the administration and operation of the Corporation's business
and general supervisory power and authority over its policies and affairs. The
President shall see that all orders and resolutions of the Board of Directors
and of any committee thereof are carried into effect.
Each meeting of the stockholders and of the Board of Directors shall be
presided over by such officer as has been designated by the Board of Directors
or, in his absence, by such officer or other person as is chosen at the meeting.
The Secretary or, in the Secretary's absence, the General Counsel of the
Corporation or such officer as has been designated by the Board of Directors or,
in his absence, such officer or other person as is chosen by the person
presiding, shall act as secretary of each such meeting.
Section 3. VICE PRESIDENT.
The Vice President or Vice Presidents, if any, shall perform the duties of
the President in his absence or during his disability to act. In addition, the
Vice Presidents shall perform the duties and exercise the powers usually
incident to their respective offices and/or such other duties and powers as may
be properly assigned to them from time to time by the Board of Directors, the
Chairman of the Board or the President.
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Section 4. SECRETARY.
The Secretary or an Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall perform such other duties and exercise such other powers as are usually
incident to such offices and/or such other duties and powers as are properly
assigned thereto by the Board of Directors, the Chairman of the Board or the
President.
Section 5. TREASURER.
The Treasurer shall have charge of all monies and securities of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial officer appointed by the Board of Directors,
and shall keep regular books of account.
The funds of the
Corporation shall be deposited in the name of the Corporation by the Treasurer
with such banks or trust companies or other entities as the Board of Directors
from time to time shall designate. The Treasurer shall sign or countersign such
instruments as require his signature, shall perform all such duties and have all
such powers as are usually incident to such office and/or such other duties and
powers as are properly assigned to him by the Board of Directors, the Chairman
of the Board or the President, and may be required to give bond, payable by the
Corporation, for the faithful performance of his duties in such sum and with
such surety as may be required by the Board of Directors.
Section 6. ASSISTANT SECRETARIES AND OTHER OFFICERS.
The Board of Directors may appoint one or more assistant secretaries and
one or more assistant treasurers, or one appointee to both such positions, which
officers shall have such powers and shall perform such duties as are provided in
these By-laws or as may be assigned to them by the Board of Directors, the
Chairman of the Board or the President.
Section 7. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS
Unless otherwise directed by the Board of Directors, the President or any
officer of the Corporation authorized by the President shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other Corporation.
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ARTICLE V
STOCK
Section 1. CERTIFICATES OF STOCK.
Each stockholder shall be entitled to a certificate signed by, or in the
name of the Corporation by, the President or a Vice President, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him or her. Any or all of the
signatures on the certificate may be by facsimile.
Section 2. TRANSFERS OF STOCK.
Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these
By-laws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefore.
Section 3. RECORD DATE.
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or to receive payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date shall not be more than
60 nor less than ten days before the date of any meeting of stockholders, nor
more than 60 days prior to the time for such other action as hereinbefore
described; provided, however, that if no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held, and, for determining stockholders entitled to receive payment of any
dividend or other distribution or allotment of rights or to exercise any rights
of change, conversion or exchange of stock or for any other purpose, the record
date shall be at the close of business on the day on which the Board of
Directors adopts a resolution relating thereto.
A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 4. LOST, STOLEN OR DESTROYED CERTIFICATES.
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof
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of such loss, theft or destruction and concerning the giving of a satisfactory
bond or bonds of indemnity.
Section 5. REGULATIONS.
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VI
NOTICES
Section 1. NOTICES.
Except as otherwise specifically provided herein or required by law, all
notices required to be given to any stockholder, director, officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mail,
postage paid, by sending such notice by prepaid telegram or mailgram or by
sending such notice by facsimile machine or other electronic transmission. Any
such notice shall be addressed to such stockholder, director, officer, employee
or agent at his or her last known address as the same appears on the books of
the Corporation. The time when such notice is received, if hand delivered, or
dispatched, if delivered through the mail, by telegram or mailgram or by
facsimile machine or other electronic transmission, shall be the time of the
giving of the notice.
Section 2. WAIVERS.
A written waiver of any notice, signed by a stockholder, director,
officer, employee or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such stockholder, director, officer, employee or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.
ARTICLE VII
MISCELLANEOUS
Section 1. FACSIMILE SIGNATURES.
In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these By-laws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
12
<PAGE>
Section 2. CORPORATE SEAL.
The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the Treasurer or by an Assistant Secretary or
Assistant Treasurer.
Section 3. RELIANCE UPON BOOKS, REPORTS AND RECORDS.
Each director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation shall, in the performance of his
or her duties, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors so designated, or by any
other person as to matters which such director or committee member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.
Section 4. FISCAL YEAR.
The fiscal year of the Corporation shall be as fixed by the Board of
Directors.
Section 5. TIME PERIODS.
In applying any provision of these By-laws which requires that an act be
done or not be done a specified number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded
and the day of the event shall be included.
ARTICLE VIII
AMENDMENTS
The By-laws of the Corporation may be adopted, amended or repealed as
provided in Article SEVENTH of the Certificate of Incorporation of the
Corporation.
13
DATE: July 26, 1999
CONTACTS: Richard F. Komosinski, President and CEO
Joseph D. Roberto, Vice President, Treasurer and CFO
PHONE: 914-965-2500
FOR IMMEDIATE RELEASE
YONKERS FINANCIAL CORPORATION REPORTS EARNINGS
FOR THE QUARTER AND NINE MONTHS ENDED JUNE 30, 1999 AND
DECLARES QUARTERLY CASH DIVIDEND OF $0.08 PER SHARE
Yonkers, New York - July 26, 1999, Yonkers Financial Corporation (NASDAQ: YFCB)
(the "Company"), the holding company for The Yonkers Savings and Loan
Association, FA (the "Association"), reported net income of $657,000, or basic
earnings per common share of $0.28 for the third fiscal quarter ended June 30,
1999, compared to net income of $727,000, or basic earnings per common share of
$0.28 for the third fiscal quarter ended June 30, 1998. Diluted earnings per
common share were $0.27 for the quarter ended June 30, 1999, compared to $0.27
for the same period in 1998. Net income for the nine months ended June 30, 1999
amounted to $2.0 million or basic earnings per common share of $0.82, compared
to $2.2 million or basic earnings per common share of $0.84 for the nine months
ended June 30, 1998. Diluted earnings per common share were $0.81 for the nine
months ended June 30, 1999 compared to $0.82 for the same period in 1998.
The Company also announced that the Board of Directors, at its July 20, 1999
meeting, declared a cash dividend of $0.08 per share, payable August 20, 1999 to
holders of record as of August 6, 1999. The dividend represents the Company's
thirteenth consecutive quarterly cash dividend since converting to stock form.
Richard F. Komosinski, the Company's President and Chief Executive Officer,
said, "We are pleased with our earnings reported today and continue to be
focused on enhancing shareholder value and providing quality customer service."
Total assets at June 30, 1999 amounted to $392.6 million, an increase of $9.6
million from $383.0 million at September 30, 1998. Asset growth during the
period related primarily to increased loan originations funded with deposits,
reflecting the continued growth of the Company's retail franchise.
<PAGE>
Securities at June 30, 1999 decreased $29.3 million to $139.2 million from
$168.5 million at September 30, 1998, while cash and cash equivalents increased
$1.3 million to $5.5 million at June 30, 1999 from $4.2 million at September 30,
1998. Overall, total loans (loans receivable and mortgage loans held for sale)
increased $36.8 to $234.1 million at June 30, 1999 from $197.3 million at
September 30, 1998. The loan growth during the nine months ended June 30, 1999
represents loan originations of $100.0 million, offset by principal collections
of $28.8 million, loans sold of $34.2 million, an increase in the allowance for
loan losses of $187,000 and a provision for losses on real estate mortgage loans
held for sale of $97,000.
Deposit liabilities increased $31.3 million to $262.5 million at June 30, 1999
from $231.2 million at September 30, 1998. Borrowings decreased $17.8 million to
$90.0 million at June 30, 1999 from $107.8 million at September 30, 1998.
Stockholders' equity amounted to $38.1 million at June 30, 1999 a $3.7 million
decrease from September 30, 1998. The decrease is primarily attributable to a
decrease of $3.2 million in the after-tax net unrealized gain on
available-for-sale securities and treasury stock repurchases of $2.3 million,
offset by net income retained after dividends of $1.4 million and a combined
increase of $551,000 relating to the employee stock ownership plan and the
management recognition plan. The ratio of stockholders' equity to total assets
decreased to 9.71% at June 30, 1999 from 10.91% at September 30, 1998. Book
value per share (computed based on total shares issued less treasury shares) was
$14.74 at June 30, 1999, a decrease from $15.33 at September 30, 1998.
Net interest income, the primary contributor to earnings, for the three months
ended June 30, 1999 increased $353,000 to $3.1 million, from $2.7 million for
the prior year's quarter. The increase reflects a rise in the average interest
rate spread to 2.82% for the three months ended June 30, 1999, from 2.37% for
the prior year's period, partially offset by a decline in net interest-earning
assets (total interest-earning assets less total interest-bearing liabilities).
The increase in the average interest rate spread is primarily a result of a
decrease in the cost of funds due to the current lower interest rate environment
as well as increases in the proportion of assets consisting of commercial real
estate and multi-family loans. Net interest income for the nine months ended
June 30, 1999 totaled $8.8 million as compared to $8.7 million for the nine
months ended June 30, 1998. The increase reflects a higher volume of
interest-earning assets, offset by the decline in the average interest rate
spread to 2.65% for the nine months ended June 30, 1999, from 2.79% for the
prior year's period. The decline in the average interest rate spread primarily
reflects lower asset yields from the origination of new mortgage loans
(including refinancings) in the current lower interest rate environment. The
Company's net interest margin was 3.23% and 3.12% for the three and nine months
ended June 30, 1999, respectively, as compared to 2.96% and 3.43% for the three
and nine months ended June 30, 1998.
2
<PAGE>
The provision for loan losses was $50,000 and $75,000 for the three months ended
June 30, 1999 and 1998, respectively. For the nine months ended June 30, 1999
and 1998 the provision for loan losses amounted to $200,000 and $325,000,
respectively. The provision in each period reflects management's evaluation of
the adequacy of the allowance for loan losses. Factors considered include the
volume and type of lending conducted, the Company's previous loan loss
experience, the known and inherent risks in the loan portfolio, adverse
situations that may affect the borrowers' ability to repay, the estimated value
of any underlying collateral, and current economic conditions. Non-performing
loans totaled $706,000 at June 30, 1999, a decline from $753,000 at September
30, 1998 and up from $299,000 at June 30, 1998. The ratio of non-performing
loans to total loans receivable was 0.32% at June 30, 1999, compared to 0.41% at
September 30, 1998 and 0.16% at June 30, 1998. The allowance for loan losses was
$1.5 million or 0.67% of total loans receivable at June 30, 1999, compared to
$1.3 million or 0.70% of total loans receivable at September 30, 1998 and $1.3
million or 0.69% at June 30, 1998. The ratio of the allowance for loan losses to
non-performing loans was 210.91% at June 30, 1999, compared to 172.91% at
September 30, 1998 and 422.07% at June 30, 1998.
Non-interest income for the three months ended June 30, 1999 decreased $260,000
to $274,000, from $534,000 for the comparable period in 1998. The decrease is
primarily attributable to decreases in the net gain on sales of loans held for
sale and the net gain on sales of securities, partially offset by increased
income from service charges and fees. The net loss on sales of loans for the
quarter ended June 30, 1999 included a provision for losses on real estate
mortgage loans held for sale of $97,000. For the nine months ended June 30,
1999, non-interest income increased $71,000 to $1.2 million compared to $1.1
million for the same period in the prior year. Mortgage loans sold during the
nine months ended June 30, 1999 amounted to $34.2 million (including $4.9
million in the current quarter) resulting in net gains of $181,000, as compared
to loan sales of $42.6 million during the nine months ended June 30, 1998
(including $7.4 million in the three months ended June 30, 1998) which resulted
in net gains of $273,000. Net gain on sales of securities amounted to $98,000
for the nine months ended June 30, 1999 reflecting sales of $17.5 million in
available-for-sale securities during the period, compared to gains of $143,000
on sales of $6.7 million in the prior year's period. The increase in service
charges and fee income primarily reflects increases in transaction volume.
Non-interest expense increased $310,000 to $2.3 million for the three months
ended June 30, 1999, compared to $2.0 million for the three months ended June
30, 1998. For the nine months ended June 30, 1999, non-interest expense
increased $846,000 to $6.6 million compared to $5.8 million for the same period
in the prior year. The current year increases are primarily attributable to
increases in compensation and benefits expense and occupancy and equipment
expense. Compensation and benefits expense for the nine months ended June 30,
1999 increased $487,000 from the prior year primarily due to increased costs
relating to additional staffing in the loan department and the three in-store
branches, coupled with performance-based increases for certain staff members.
The increase of $183,000 in occupancy and equipment expense for the nine months
ended June 30, 1999 primarily reflects increased costs associated with the
establishment of three in-store branches, one in December 1997, one in October
1998 and one in April 1999, in addition to the establishment of a lending center
3
<PAGE>
in November 1998. Included in other non-interest expense for the nine months
ended June 30, 1999 were expenses of $105,000 relating to the establishment of a
real estate investment trust, Yonkers REIT, Inc. (the "REIT"), a wholly-owned
subsidiary of the Association. On June 30, 1999, $114.5 million in real estate
loans were held by the REIT. The assets transferred to the REIT are viewed by
regulators as part of the Association's assets in consolidation.
Income tax expense was approximately $369,000 for the three months ended June
30, 1999 and $491,000 for the comparable 1998 period, reflecting lower pre-tax
income and effective tax rates of 36.0% and 40.3%, respectively. For the nine
months ended June 30, 1999, income tax expense was approximately $1.2 million
and $1.5 million for the comparable 1998 period, reflecting lower pre-tax income
and effective tax rates of 38.1% and 40.6%, respectively. The decrease in the
effective tax rate reflects the ancillary benefits from the aforementioned REIT.
Under current law, all income earned by the REIT distributed to the Association
in the form of a dividend has the effect of reducing the Company's New York
State income tax expense.
The Company was organized in 1995, as the holding company for the Association.
The Association currently serves the financial needs of communities in its
market area through four traditional retail offices and one lending center
located in Yonkers, New York and three in-store branches, located in Wappingers
Falls, New York, Yorktown Heights, New York and Mt. Vernon, New York.
The Company's stock trades on The Nasdaq Stock Market under the symbol "YFCB".
This press release contains certain forward-looking statements consisting of
estimates with respect to the financial condition, results of operations and
business of the Company and the Bank. These estimates are subject to various
factors that could cause actual results to differ materially from these
estimates. Such factors include (i) the effect that an adverse movement in
interest rates could have on net interest income, (ii) customer preferences,
(iii) national and local economic and market conditions, (iv) higher than
anticipated operating expenses and (v) a lower level of or higher cost for
deposits than anticipated. The Company disclaims any obligation to publicly
announce future events or developments that may affect the forward-looking
statements herein.
-END-
4
<PAGE>
<TABLE>
<CAPTION>
YONKERS FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
JUNE 30, SEPTEMBER 30,
1999 1998
---------- -------------
<S> <C> <C>
ASSETS
Cash and cash equivalents:
Cash and due from banks $ 5,481 $ 3,195
Short-term investments 0 1,000
----------- -----------
----------- -----------
Total cash and cash equivalents 5,481 4,195
----------- -----------
Securities:
Available for sale, at fair value (amortized cost of $118,400
at June 30, 1999 and $123,317 at September 30, 1998) 114,931 125,225
Held to maturity, at amortized cost (fair value of $24,367
at June 30, 1999 and $43,948 at September 30, 1998) 24,291 43,303
----------- -----------
----------- -----------
Total securities 139,222 168,528
----------- -----------
----------- -----------
Real estate mortgage loans held for sale, at lower of cost or market value 12,052 13,334
----------- -----------
Loans receivable, net:
Real estate mortgage loans 215,632 177,783
Consumer and commercial business loans 7,964 7,544
Allowance for loan losses (1,489) (1,302)
----------- -----------
----------- -----------
Total loans receivable, net 222,107 184,025
----------- -----------
Accrued interest receivable 2,475 2,791
Federal Home Loan Bank ("FHLB") stock 6,426 6,426
Office properties and equipment, net 1,847 1,258
Other assets 2,990 2,467
=========== ===========
Total assets $ 392,600 $ 383,024
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 262,451 $ 231,181
Securities repurchase agreements 71,012 107,790
FHLB advances 19,000 --
Other liabilities 1,998 2,251
----------- -----------
Total liabilities 354,461 341,222
----------- -----------
Commitments and contingencies
Stockholders' equity:
Preferred stock (par value $0.01 per share; 100,000
shares authorized; none issued or outstanding) -- --
Common stock (par value $0.01 per share: 4,500,000
shares authorized; 3,570,750 shares issued) 36 36
Additional paid-in capital 35,166 35,044
Unallocated common stock held by employee stock
ownership plan ("ESOP") (1,928) (2,142)
Unamortized awards of common stock under management
recognition plan ("MRP") (694) (846)
Treasury stock, at cost ( 983,011 shares at June 30, 1999 and
844,511 shares at September 30, 1998) (15,510) (13,189)
Retained income, substantially restricted 23,151 21,754
Accumulated other comprehensive (loss) income (2,082) 1,145
----------- -----------
Total stockholders' equity 38,139 41,802
----------- -----------
Total liabilities and stockholders' equity $ 392,600 $ 383,024
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
YONKERS FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
For the Nine Months
Ended June 30, Ended June 30,
----------------------- ----------------------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Interest and dividend income:
Loans $ 4,190 $ 3,362 $ 11,734 $ 9,580
Securities 2,306 2,942 7,488 8,814
Other earning assets 153 125 520 335
--------- ---------- --------- ---------
Total interest and dividend income 6,649 6,429 19,742 18,729
--------- ---------- --------- ---------
Interest expense:
Deposits 2,392 2,298 7,113 6,698
Securities repurchase agreements 1,048 1,321 3,364 3,158
FHLB advances 145 99 452 186
--------- ---------- --------- ---------
Total interest expense 3,585 3,718 10,929 10,042
--------- ---------- --------- ---------
Net interest income 3,064 2,711 8,813 8,687
Provision for loan losses 50 75 200 325
--------- ---------- --------- ---------
Net interest income after provision
for loan losses 3,014 2,636 8,613 8,362
--------- ---------- --------- ---------
Non-interest income:
Service charges and fees 298 242 824 675
Net (loss) gain on sales of real estate mortgage
loans held for sale (65) 79 181 273
Net gain on sales of securities 25 195 98 143
Other 16 18 107 48
--------- ---------- --------- ---------
Total non-interest income 274 534 1,210 1,139
--------- ---------- --------- ---------
Non-interest expense:
Compensation and benefits 1,194 1,011 3,465 2,978
Occupancy and equipment 323 256 874 691
Data processing service fees 154 156 473 415
Federal deposit insurance costs 36 33 104 97
Other 555 496 1,690 1,579
--------- ---------- --------- ---------
Total non-interest expense 2,262 1,952 6,606 5,760
--------- ---------- --------- ---------
Income before income tax expense 1,026 1,218 3,217 3,741
Income tax expense 369 491 1,226 1,518
--------- ---------- --------- ---------
Net income $ 657 $ 727 $ 1,991 $ 2,223
========= ========== ========= =========
Earnings per common share
Basic $ 0.28 $ 0.28 $ 0.82 $ 0.84
Diluted 0.27 0.27 0.81 0.82
========= ========== ========= =========
</TABLE>
