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SECURlTIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 2 )*
Yonkers Financial Corporation
- -------------------------------------------------------------------------------
Common Stock
- -------------------------------------------------------------------------------
0-27716
-----------------------------------------------------------------------------
(CUSIP Number)
Lawrence B. Seidman, 100 Misty Lane, Parsippany, NJ 07054,
(973) 560-1400, Ext.108
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 5, 1999
- ----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement . (A fee is
not required only if the reporting person: (I) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item l; and (2) has hled no amendment subsequent thereto
reporting beneficial ownership of hve percent or less of such class.) (See Rule
13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subjcct to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 0-27716
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Seidman and Associates, L.L.C. 22-3343079
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 52,000
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
52,000
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 52,000
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.199
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 0-27716
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Seidman Investment Partnership, L.P. 22-3360395
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 22,400
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
22,400
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 22,400
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .947
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 0-27716
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Seidman Investment PartnershipII, L.P. 22-3603662
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 37,900
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
37,900
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 37,900
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.603
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 0-27716
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Kerrimatt SS# 22-3583179
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 23,400
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
23,400
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 23,400
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .989
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 0-27716
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Federal Holdings, L.L.C. SS# 13-3838083
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 23,400
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
23,400
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 23,400
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .989
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 0-27716
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Lawrence B. Seidman SS#075 38 0679
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,000
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
1,000
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 160,100
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.773
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE F
<PAGE>
CUSIP NO. 0-27716
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Dennis Pollack SS####-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,600
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
2,600
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,600
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .109
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
The statement on Schedule 13D which was filed May 3, 1999 and Amendment #1 which
was filed on July 21, 1999, on behalf on behalf of Seidman and Associates,
L.L.C. ("SAL"), Seidman and Associates II, L.L.C. ("SALII"), Seidman Investment
Partnership, LP ("SIP"), Seidman Investment Partnership II, LP ("SIPII") Federal
Holdings L.L.C. ("Federal"), Kerrimatt, LP ("Kerrimatt") and Lawrence B. Seidman
("Seidman") (collectively, the "Reporting Persons") with respect to the
Reporting Persons' beneficial ownership of shares of Common Stock (the
"Shares"), of Yonker Financial Corporation, a Delaware Corporation (the
"Issuer") is hereby amended as set forth below: Such Statement on Schedule 13D
is hereinafter referred to as the "Schedule 13D". Terms used herein which are
defined in the Schedule 13D shall have their respective meanings set forth in
the Schedule 13D.
2. Identity and Background
(a) Dennis Pollack ("Pollack")
(b) 47 Blueberry Drive
Woodcliff Lake, NJ 07675
(c) Pollack is the Managing Director of Pegasus Funding Group, Newtown
Square, Pennsylvania.
(d) During the last five years Pollack has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years Pollack was not 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 not
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) U.S.A.
4. Purpose of Transaction
On October 5, 1999, Seidman, individually, and SAL sent a letter to Joseph L.
Macchia, Corporate Secretary, requesting representation on Yonkers Financial
Corporation's Board of Directors for two nominees: Seidman and Pollack. The
letter of October 5, 1999 is attached hereto as Exhibit A and is incorporated
herein in its entirety.
5. Interest in the Securities of the Issuer
(a)(b)(c) As of the close of business on September 30, 1999 the Reporting
Persons owned beneficially an aggregate of 162,700 shares of Common Stock, which
constituted approximately 6.883% of the 2,363,739 shares of Common Stock
outstanding, as disclosed in the Issuer's news release dated September 17, 1999.
The schedule below describes transactions in the Common Stock effected by the
Reporting Persons from July 21, 199 to October 4, 1999. Except as set forth in
this Item 5, none of the Reporting Persons owns beneficially or has a right to
acquire beneficial ownership of any Common Stock, and except as set forth in
this Item 5, none of the Reporting Persons has effected transactions that have
not been previously reported in the Common Stock during the past sixty (60)
days.
No of Total
Trade Date Shares Price Cost/(Proceeds) Entity
- --------------- ----------- ------------ --------------------- -----------
83099 1,200 18.63 22,505.25 Pollack
- --------------- ----------- ------------ --------------------- -----------
- --------------- ----------- ------------ --------------------- -----------
83099 1,400 18.63 26,255.25 Pollack
- --------------- ----------- ------------ --------------------- -----------
- --------------- ----------- ------------ --------------------- -----------
91599 1,000 18.25 18,250.00 Seidman
- --------------- ----------- ------------ --------------------- -----------
- --------------- ----------- ------------ --------------------- -----------
92799 5,000 18.32 91,562.50 SAL
- --------------- ----------- ------------ --------------------- -----------
- --------------- ----------- ------------ --------------------- -----------
92799 2,000 18.32 36,625.00 SIP
- --------------- ----------- ------------ --------------------- -----------
- --------------- ----------- ------------ --------------------- -----------
92799 2,500 18.32 45,781.25 Federal
- --------------- ----------- ------------ --------------------- -----------
- --------------- ----------- ------------ --------------------- -----------
92799 2,500 18.32 45,781.25 Kerrimatt
- --------------- ----------- ------------ --------------------- -----------
- --------------- ----------- ------------ --------------------- -----------
92999 3,000 18.13 54,375.00 SAL
- --------------- ----------- ------------ --------------------- -----------
Total 18,600 341,135.50
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
October 5, 1999 ss/Lawrence B. Seidman
----------------------------
Date Lawrence B. Seidman, Power of
Attorney Pursuant to Joint
Filing Statement Dated
February 26, 1999.
October 5, 1999 Dennis Pollack
---------------------------
Date Dennis Pollack, Individually
<PAGE>
LAWRENCE B. SEIDMAN, ESQ.
100 Misty Lane
P. O. Box 5430
Parsippany, NJ 07054
October 5, 1999
Via Fax and Federal Express
Yonkers Financial Corporation
6 Executive Plaza
Yonkers, New York 10701
Att: Mr. Joseph L. Macchia, Corporate Secretary
Dear Mr. Macchia:
Seidman & Associates, LLC ("SAL") and I, (hereinafter referred to as "Nominating
Shareholders") hereby give notice that they are nominating me ("Seidman") and
Dennis Pollack ("Pollack") for election to the Yonkers Financial Corporation
("YFCB") Board of Directors at the next Annual Meeting of Shareholders,
scheduled for January 27, 2000. This action is necessary because the Board has
denied the request previously made to increase the Board and appoint me as a
Director. Therefore, YFCB is solely responsible for the unecessary expenditure
of corporate funds in connection with the ensuing proxy contest.
I, individually, am the record holder of 1,000 shares of YFCB stock and my
address, on your corporate books, is 19 Veteri Place, Wayne, New Jersey 07470.
SAL is the record holder of 1,000 shares of YFCB stock and its address on your
corporate books is also 19 Veteri Place, Wayne, New Jersey 07470. In addition,
SAL is also the beneficial owner of 52,000 shares of stock (including the 1,000
shares noted above) and I am the beneficial owner of 158,100 shares of YFCB
stock (the SAL shares are also included within the number of shares I
beneficially own.) All the shares (except the 2000 shares held in record name)
are held by Bear Stearns & Co. which appear under CEDE & Co. on the books and
records of YFCB. CEDE & Co.'s address is 55 Water Street, New York, NY 10041.
I am also the authorized representative of SAL, Seidman Investment Partnership,
L.P., ("SIP"), Seidman Investment Partnership II, L.P. ("SIPII"), Kerrimatt,
L.P. ("Kerrimatt") and Federal Holdings, LLC ("Federal"). All the disclosures
set forth in the Schedule 13D filed on May 3, 1999 and Amendment #1 to Schedule
13D filed July 21, 1999 are incorporated herein in their entirety by reference,
including without limitation the dislosures concerning the shareholdings of each
of the noted entities.
It is the opinion of counsel for The Nominating Shareholders that Section 6(c)
of the Bylaws of YFCB ["Section 6(c)"] is not valid or enforceable; and, it is
therefore not necessary to submit the information stipulated thereunder in order
to effectively nominate persons for election to the Board of Directors.
Nevertheless, in the spirit of cooperation and without prejudice, the Nominating
Shareholders herewith submit Exhibit A, which contains all the information
required by Section 6 (c); except the home addresses of myself and Pollack,
which are as follows:
Dennis Pollack
47 Blueberry Drive
Woodcliff Lake, NJ 07675
Lawrence B. Seidman
19 Veteri Place
Wayne, NJ 07470
I hereby request, on behalf of The Nominating Shareholders and on behalf of the
nominees, that you provide me with YFCB's updated shareholder lists (including
the NOBO/CEDE/Philadep list) as required by the Delaware General Corporation
Law, Section 14a-7 of the Exchange Act of 1934, and Rule 14a-7 promulgated
thereunder so that proxies can be solicited for the two (2) director nominees,
and in opposition to management's slate of directors. Pursuant to Rule 14a-7,
please deliver the shareholder lists to me within five (5) business days. A copy
of the Certification required pursuant to Rule 14a-7 is attached hereto.
I hereby request that the above shareholder lists be provided to me in paper,
and magnetic tape, or disc form (whichever form is utilized by your transfer
agent). Furthermore, please update the record holder information on a daily
basis, or at the shortest other reasonable intervals, until the record date for
the next Annual Meeting.
The Nominating Shareholders feel very strongly that shareholder representation
is very important to corporate governance, and to the maximization of
shareholder value. If a representative of the YFCB desires to discuss the
accomplishment of these goals, please contact me.
The enclosed material is being filed with you, as the Secretary of YFCB, as
required by Section 6(c). In addition, if it is the opinion of YFCB that
additional information is required, pursuant to Section 6(c), please notify me
in writing, specifying what information is required. If you require the
operating agreements for Federal and SAL or the partnership agreements for SIP
and SIPII or the letter agreements for Kerrimatt, please notify me in writing.
(These were previously filed as Exhibits to the Schedule 13D filed on May 3,
1999.) Furthermore, please specify the basis of each said request so same can be
properly evaluated.
The Nominating Shareholders have no material financial interest in the proxy
solicitation to be conducted in opposition to the nominees selected by YFCB
management. Any director fees paid to the nominees (Seidman and Pollack), if
they are elected, will belong to the respective nominee.
This letter is being signed by both of the Nominating Shareholders to comply
with the requirements of Section 6(c).
This letter and notice is being provided in accordance with Section 6 (c) of
YFCB's Amended and Restated Bylaws.
If you have any questions concerning the above or require any additional
information, please contact the undersigned.
Very truly yours,
ss/Lawrence B. Seidman
--------------------------------
Lawrence B. Seidman, Individually
ss/Lawrence B. Seidman
--------------------------------
Lawrence B. Seidman, Manager
Seidman and Associates, L.L.C.
<PAGE>
CERTIFICATION
Lawrence B. Seidman, upon his oath certifies as follows:
1. The Nominating Shareholders will not use the shareholder list
information for any purpose other than to communicate with, and, if necessary,
to solicit proxies from, the shareholders of Yonkers Financial Corporation with
respect to the slate of Directors proposed by management for election at the
next annual shareholder meeting.
2. Nominating Shareholders will not disclose the shareholder list
information to any person other than the beneficial owner for whom the
shareholder list request was made, or an employee or agent to the extent
necessary to effect the communication or solicitation referred to above.
LAWRENCE B. SEIDMAN
STATE OF NEW JERSEY )
)SS.
COUNTY OF MORRIS )
BEFORE ME, a notary public in and for the State of New Jersey, County of Morris,
did personally appear LAWRENCE B. SEIDMAN, who made oath under penalty of
perjury that the aforesaid facts are true and correct to the best of his
knowledge, information and belief.
GIVEN under my hand and seal this 5th day, October, 1999.
ss/Ruth W. Rivkind
Notary Public of New Jersey
My Commission expires:
Feb. 14, 2001
<PAGE>
EXHIBIT A
SCHEDULE OF INFORMATION REQUIRED BY SECTION 6(c)
of the
BYLAWS OF YONKERS FINANCIAL CORPORATION
(i) The Nominating Shareholders and their addresses:
No. of Shares
Held As
Name Business Address Recordholder*
---- ---------------- -------------
1.Seidman and Associates, L.L.C 19 Veteri Place 1000
Wayne, NJ 07470
2. Lawrence B. Seidman 19 Veteri Place 1000
Wayne, NJ 07470
[*Each Nominating Shareholder is the beneficial owner of additional shares as
set forth in subparagraph (iv) below. ]
(ii) Name, age, business address of Nominees:
Lawrence B. Seidman, Age 51
100 Misty Lane
Parsippany, NJ 07470
Dennis Pollack Age 49
47 Blueberry Drive
Woodcliff Lake, NJ 07675
(iii) Principal occupation or employment of Nominees and relationships
(business, employment, familial) with Nominating Shareholders:
Lawrence B. Seidman, Mr. Seidman, since approximately March 1999, has
been a director of CNY Financial Corporation and its wholly owned
subsidiary, Cortland Savings Bank; and, since August 1999, he has been
a director of South Jersey Financial Corporation and its wholly owned
subsidiary, South Jersey Savings and Loan Association. 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. [Further information with regard to
each entity is set forth in subpargraph (iv) and the Schedule 13D filed
on May 3, 1999 and amendments thereto.]
<PAGE>
Dennis Pollack 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.
(iv)(a) The following sets forth the name, business address, and the number of
shares of Common Stock of the YFCB beneficially Owned as of September
30, 1999, by each of the Nominating Shareholders. [The actual stock
purchase transactions are set forth on
Exhibit B.]
Number of Shares
of Common Stock
Beneficially
Name Owned & Owned Percent
Class in Record Name (4) of
- -------------------------------------------------------------------------------
1. Lawrence B. Seidman, Lanidex Center 160,100 6.773
Individually(Seidman)and 100 Misty Lane
on behalf of entities Parsippany, NJ 07054
and clients(1)
2.Seidman and Associates, Lanidex Center, 52,000 2.199
L.L.C.(SAL) 100 Misty Lane
Parsippany, NJ 07054
- ----------------------
(1) Seidman owns 1,000 shares of common stock directly, but may be deemed to
have sole voting power and dispositive power as to 158,100 shares beneficially
owned by SIP, SIPII, SAL, Kerrimatt and Federal. Mr. Pollack beneficially owns
2,600 shares. 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 due
to Seidman having allegedly obstructed 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 C & D 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 under the C & D.
<PAGE>
(iv)(b) The following sets forth the name, business address, and the number of
shares of Common Stock of the YFCB beneficially Owned as of September
30, 1999, by each of the affiliates of the Nominating Shareholders.
[The actual stock purchase transactions are set forth on Exhibit B.]
Number of Shares
of Common Stock
Beneficially
Name Business Address Owned & Owned Percent
Class in Record Name(4) of
1. Seidman Investment 19 Veteri Place 22,400 .947
Partnership, L.P.(SIP) Wayne, NJ 07470
2. Seidman Investment 19 Veteri Place 37,900 1.603
Partnership II, L.P. (SIP) Wayne, NJ 07470
3. Federal Holdings, LLC One Rockefeller Plaza 23,400 .989
New York, NY 10020
4. Kerrimatt, LP 80 Main St. 23,400 .989
West Orange, NJ 07052
5. Dennis Pollack 47 Blueberry Drive 2,600 .109
Woodcliff Lake, NJ 07675
The aggregate purchase price of the 162,700 Shares owned beneficially by the
above on September 30, 1999 was approximately $2,493,547, (inclusive of
brokerage commissions). Such Shares have been (or will be in the case of
transactions which have not yet settled) paid for through working capital of the
respective entities. As of September 28, 1999, none of the Nominating
Shareholders had an outstanding margin balance.
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. 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 Seidman is the only shareholder 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
SIP and Seidman is the only shareholder 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. David Mandelbaum is the
General Partner of Kerrimatt. Seidman has the sole investment discretion and
voting authority with respect to such securities.
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. Seidman is the
Manager of Federal and has sole investment discretion and voting authority with
respect to such securities.
Seidman is also a private investor whose principal office is located at 100
Misty Lane, Parsippany, NJ 07054. Seidman has sole investment discretion and
voting authority for SAL, SIP, SIPII, Kerrimatt and Federal.
Dennis Pollack is also a private investor whose principal office is located at
47 Blueberry Drive, Woodcliff Lake, New Jersey.
A. The General Partner of SIP is: Veteri Place Corp; a New Jersey Corporation
(Seidman is the sole officer, and shareholder). Seidman through Veteri Place
Corp. is entitled to 20% of the profits.
B. The General Partner of SIPII is: Veteri Place Corp; a New Jersey Corporation
(Seidman is the sole officer and shareholder). Seidman through Veteri Place
Corp. is entitled to 25% of the profits.
C. The members SAL are: Seidman; Sonia Seidman; Seidcal Associates LLC (Brant
Cali, Managing Member); Paul Schmidt; and Richard Greenberg. Seidman is entitled
to an annual salary of $300,000 and as Manager is entitled to a 5% of the
profits earned by SAL.
D. Seidman has an agreement with Kerrimatt, L.P., which gives him the complete
discretion to vote and dispose of securities of the Issuer owned by Kerrimatt,
L.P. Seidman is entitled to a percentage of the profits derived from these
securities, which is calculated after allowing a return to Kerrimatt, L.P.
E. Seidman has an agreement with Federal which gives him the complete discretion
to vote and dispose of securities of the Issuer owned by Federal. Seidman is
entitled to a percentage of the profits derived from these securities which is
calculated after allowing a return to Federal.
F. None of the partners of Kerrimatt, SIP and SIPII, members of SAL or Federal,
or Pollack own any shares of Issuer except as disclosed herein.
The following are certain provisions concerning the division of profits or
losses or guarantees of profits with reference to SAL, SIP, SIPII, Kerrimatt and
Federal. In Section 8.1(d) of the operating agreement for SAL, Seidman is
entitled to 5% of the net profits each year and his wife is entitled to 15% of
the net profits. In addition Section 11.3(b) in SAL's operating agreement
entitles Seidman to annual compensation of $300,000. Seidman is also entitled to
20% of the net profits under the agreements with SIP [Section 9(a)(I)]]. Seidman
is also entitled to 25% of the net profits under the agreement with SIPII.
[Section 9]. In addition,7 Seidman is also entitled to 25% of the Net Profits
under the Agreement with Federal.
Seidman is the Manager of Federal, SAL, and is the president of the corporate
general partner of SIP and SIPII; and investment manager for Kerrimatt and, in
that capacity, Seidman has the authority to cause those entities to acquire,
hold, trade and vote these securities. SAL, Federal, Kerrimatt, SIP and SIPII
were all created to acquire, hold and sell publicly traded securities. None of
the entities disclosed herein were formed to solely acquire, hold and sell the
Issuer's securities. Each of these entities owns securities issued by one or
more companies other than Issuer. The members and limited partners in SAL, SIP,
SIPII, Kerrimatt and Federal are all passive investors, who do not - and can not
- - 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 involving the Issuer's securities.
The voting power over the Issuer'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.
Pursuant to Section 16 of the Amended and Restated Agreement of Limited
Partnership (Partnership Agreement), Veteri Place Corporation, as of the end of
each fiscal quarter shall be entitled to receive an administrative fee equal to
a quarter of 1% of SIP's assets.
The scheduled term of SIP is until December 31, 2014 unless sooner terminated as
provided in the Partnership Agreement.
The Scheduled term of SIPII is until December 31, 2014 unless sooner terminated
as provided in the Partnership Agreement.
SAL's term shall continue in full force and effect until May 1, 2024 unless
terminated as provided for in its operating agreement.
Kerrimatt's term shall continue in full force and effect as provided in its
Letter Agreement. Pursuant to Paragraph 7 of the Letter Agreement, Seidman is
entitled to a quarterly administration fee equal to a .25% of 1% of Kerrimatt
assets.
Federal's term shall continue in full force and effect until April 30, 2045 as
provided for in its operating agreement. Pursuant to Article 10.1 of the
operating agreement, Seidman's management term expires on June 30, 2000.
Pursuant to Article 10.2 of the Operating Agreement, Seidman is entitled to a
quarterly administration fee equal to .25% of 1% of Federal's assets.
The persons and entities listed above agreed to act in concert with regard to
the election of Directors. The persons and entities listed above reserve the
right to terminate their agreement to act in concert.
Each of the above entities, except as provided above disclaims any beneficial
interest in any shares of Common Stock owned by the other named entities.
During the last five (5) years, none of SAL, SIP, SIPII, Federal, Kerrimatt,
Pollack and Seidman (nor any of the members of the limited liability companies
nor limited partners of the limited partnerships) to the best of their
knowledge, (I) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) 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 or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws. Except SAL, Federal, SIP, Seidman (some of the Reporting
Persons), were defendants in a litigation with respect to the proxy contest
involving IBS Financial Corporation ("IBSF"). Specifically, a civil action was
filed by IBSF, during a proxy contest with certain of the Reporting Persons, in
the U. S. District Court. The claim was made that these members of the Reporting
Persons 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. Thereafter, the
District Court entered a Judgment After Remand which directed the inclusion of
these disclosures in the Schedule 13D.
The above disclosures are made, without prejudice, and without admitting that
the disclosures are required by the respective rules and regulations.
SOLICITATION; EXPENSES
Proxies may be solicited by a Committee comprised of the Nominating Shareholders
and the affiliates of the Nominating Shareholders listed above, (The
"Committee") by mail, advertisement, telephone, facsimile, telegraph, and
personal solicitation. 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.
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
exclusively borne by SAL, SIP and SIPII.
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
$-0- has been incurred to date. The Committee intends to seek reimbursement from
the Company for those expenses incurred by the Committee, if their nominees are
elected, but does not intend to submit the question of such reimbursement to a
vote of the Stockholders.
Seidman and Pollack entered into an agreement with SAL, SIP and SIPII, whereby
these entities have agreed to bear all costs and expenses of, and indemnify
against any and all liability incurred by, Seidman and Pollack in connection
with Seidman and Pollack being candidates and a "participant in a solicitation"
(as defined in the rules and regulations under the Securities Exchange Act of
1934, as amended). Seidman and Pollack will receive directors' fees upon their
election as a Directors of the Company in accordance with the Company's then
practice.
None of the participants in this solicitation nor any associates of the
participants except as set forth herein (I) owns beneficially, directly or
indirectly, or has the right to acquire, any securities of the Company or any
parent or subsidiary of the Company, (ii) owns any securities of the Company of
record but not beneficially, (iii) has purchased or sold any securities of the
Company within the past two years, (iv) has incurred indebtedness for the
purpose of acquiring or holding securities of the Company, (v) is or has been a
party to any contract, arrangement or understanding with respect to any
securities of the Company within the past year, (vi) has been indebted to the
Company or any of its subsidiaries since the beginning of the Company's last
fiscal year or (vii) has any arrangement or understanding with respect to future
employment by the Company or with respect to any future transactions to which
the Company or any of its affiliates will or may be a party. In addition, except
as set forth herein none of the participants or any of the persons participating
in this solicitation on behalf of the participants nor any associate or
immediate family member of any of the foregoing persons has had or is to have a
direct or indirect material interest in any transaction with the Company since
the beginning of the Company's last fiscal year, or any proposed transaction, to
which the Company or any of its affiliates was or is a party.
(vi) During the past ten years none of the participants has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(vii) As of September 17, 1999, there were 2,363,739 shares of
Common Stock shares of the Corporation outstanding based upon
the Company's September 17, 199 News Release. The next Annual
Meeting is January 27, 2000. The record date for said meeting
has not been disclosed.
<PAGE>
- ------------------------------------------------------------------------------
SHARE TOTAL COSTS/
DATE PRICE PROCEEDS SHARES
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
SUB-TOTAL 804,244.50 52,000
SEIDMAN INVEST. PARTNERSHIP, L.P.
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 18.32 36,625.00 2,000
- ------------------------------------------------------------------------------
SUB-TOTAL 336,324.00 22,400
LAWRENCE B. SEIDMAN
/15/99 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 2,500
- ------------------------------------------------------------------------------
SUB-TOTAL 357,194.25 23,400
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
- ------------------------------------------------------------------------------
SUB-TOTAL 357,194.25 23,400
SEIDMAN INVEST. PARTNERSHLP II, L.P.
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 16.1875 33,625.00 2,000
- ------------------------------------------------------------------------------
SUB-TOTAL 571,225.50 37,900
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 2,493,547.00 162,700
<PAGE>
Affidavit
I, Lawrence B. Seidman and I, Dennis Pollack consent to be named in the
proxy statement as nominees and to serve as directors, if elected at the next
Annual Meeting of Yonkers Financial Corporation.
ss/Lawrence B. Seidman
----------------------
Lawrence B. Seidman
ss/Dennis Pollack
----------------------
Dennis Pollack
Sworn to before me
This 30th day of September, 1999
ss/Ruth W. Rivkind
----------------
Ruth W. Rivkind
A Notary Public of New Jersey
My Commission Expires Feb. 14, 2001
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such Statement and all amendments to such statement is made
on behalf of each of them.
In addition the undersigned hereby appoints Lawrence B. Seidman as
attorney-in-fact for the undersigned with authority to execute and deliver on
behalf of the undersigned any and all documents (including any amendments
thereto) required to be filed by the undersigned or otherwise executed and
delivered by the undersigned pursuant to the Securities Exchange Act of 1934, as
amended, all other federal, state and local securities and corporation laws, and
all regulations promulgated thereunder.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on
September 30, 1999.
ss/Dennis Pollack
----------------------------
Dennis Pollack, Individually
<PAGE>
