SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential,for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
YONKERS FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[YONKERS FINANCIAL CORPORATION LETTERHEAD]
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Yonkers Financial
Corporation, I cordially invite you to attend the Company's Annual Meeting of
Stockholders. The meeting will be held at 6:00 p.m. New York time on January 27,
2000 at a branch office of The Yonkers Savings and Loan Association, FA, located
at 2320 Central Park Avenue, Yonkers, New York.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to consider
and vote upon the election of three directors and the ratification of the
appointment of KPMG LLP as independent auditors of the Company for the fiscal
year ending September 30, 2000. The Board of Directors has carefully considered
these matters and unanimously recommends that you vote "For" the election of
each of the nominees nominated by the Board and "For" the ratification of the
appointment of KPMG LLP.
In addition to the annual stockholder vote on corporate business items, the
meeting will include management's report to you on Yonkers Financial
Corporation's 1999 financial and operating performance.
I encourage you to attend the meeting in person. Whether or not you attend
the meeting, however, please read the enclosed Proxy Statement and then
complete, SIGN and DATE the enclosed white proxy card and return it in the
postage prepaid envelope provided as promptly as possible. This will save the
Company additional expense in soliciting proxies and will ensure that your
shares are represented. Please note that you may vote in person at the meeting
even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
Richard F. Komosinski
President and Chief Executive Officer
<PAGE>
YONKERS FINANCIAL CORPORATION
6 Executive Plaza
Yonkers, New York 10701
(914) 965-2500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 27, 2000
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Yonkers Financial Corporation (the "Company") will be held at a
branch office of The Yonkers Savings and Loan Association, FA, located at 2320
Central Park Avenue, Yonkers, New York, at 6:00 p.m. New York time, on January
27, 2000.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of KPMG LLP as the independent
auditors of the Company for the fiscal year ending September 30, 2000;
and such other matters as may properly come before the Meeting, or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
______, __, ____ are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof. A complete list of stockholders entitled
to vote at the Meeting will be available for inspection by stockholders at the
place of the Meeting during the ten days prior to the Meeting, as well as at the
Meeting.
You are requested to complete and sign the enclosed white form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
William G. Bachop
Chairman of the Board
Yonkers, New York
- -------------- ---, -----
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF
MAILED WITHIN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
YONKERS FINANCIAL CORPORATION
6 Executive Plaza
Yonkers, New York 10701
(914) 965-2500
ANNUAL MEETING OF STOCKHOLDERS
January 27, 2000
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Yonkers Financial Corporation (the
"Company"), the parent company of The Yonkers Savings and Loan Association, FA
("Yonkers Savings" or the "Association"), of proxies to be used at the Annual
Meeting of Stockholders of the Company (the "Meeting") which will be held at a
branch office of the Association, located at 2320 Central Park Avenue, Yonkers,
New York, on January 27, 2000 at 6:00 p.m. New York time, and all adjournments
and postponements of the Meeting. The accompanying Notice of Annual Meeting,
form of proxy and this Proxy Statement are first being mailed to stockholders on
or about ________ ___, _____.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the election of three directors and the ratification of the
appointment of KPMG LLP as independent auditors for the Company.
Vote Required and Proxy Information
Any proxy given pursuant to this solicitation and received prior to or at
the Meeting, and not revoked, will be voted as specified in such proxy. If the
enclosed proxy card is executed and returned without instructions as to how it
is to be voted, it will be voted FOR the election of the nominees nominated by
the Board of Directors listed in the table below under the caption "Proposal I -
Election of Directors" and FOR the ratification of the appointment of KPMG LLP.
The Company does not know of any matters, other than as described in the Notice
of Annual Meeting, that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the Board of Directors, as proxy
for the stockholder returning the enclosed proxy card, will have the discretion
to vote on such matters in accordance with its best judgment.
Directors will be elected by a plurality of the votes cast. The
ratification of the appointment of KPMG LLP as the Company's auditors requires
the affirmative vote of a majority of the votes cast on the matter. In the
election of directors, the enclosed white proxy card enables stockholders to
vote "FOR" one or more nominees for election nominated by the Board of Directors
or withhold their votes from one or more of such nominees. Votes that are
withheld and shares held by a broker, as nominee, that are not voted (so-called
"broker non-votes") in the election of directors will not be included in
determining the number of votes cast and will have no effect on the election of
directors. For the proposal to ratify the appointment of the independent
auditors, the enclosed white proxy card enables stockholders to vote "FOR,"
"AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked to abstain
will be counted as votes cast and will have the same effect as votes against the
proposal. The holders of at least one-third of the outstanding shares of the
Company's common stock, present in person or represented by proxy, will
constitute a quorum for purposes of the Meeting. Proxies marked to abstain and
broker non-votes will be counted for purposes of determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Joseph L.
Macchia, Secretary, Yonkers Financial Corporation, 6 Executive Plaza, Yonkers,
New York 10701.
<PAGE>
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on _________ __, ____
will be entitled to one vote for each share of common stock then held. As of
that date, the Company had [2,238,739] shares of common stock issued and
outstanding. The following table sets forth, as of _________ __, ____ ,
information regarding share ownership of: (i) those persons or entities known by
management to beneficially own more than five percent of the common stock; (ii)
the Chief Executive Officer of the Company and the Association and each of the
executive officers of the Company and the Association whose salary and bonus for
fiscal 1999 exceeded $100,000 (the "Named Officers"); and (iii) all directors
and executive officers of the Company and the Association as a group. For
information regarding the beneficial ownership of common stock by directors of
the Company, see "Proposal I. Election of Directors."
<TABLE>
<CAPTION>
Shares
Beneficially
Beneficial Owner Owned Percent of Class
- ---------------------------------------------------------------------- ------------ ----------------
<S> <C> <C>
Five Percent Beneficial Owners
- ------------------------------
Gould Investors, L.P.(1) 257,100 11.48%
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021-3190
Seidman and Associates, L.L.C.,(2) 192,300 8.59
Seidman and Associates II, L.L.C.,
Seidman Investment Partnership, LP,
Seidman Investment Partnership II, LP, Federal Holdings, L.L.C.,
Kerrimatt, LP, Lawrence B. Seidman and Dennis Pollack
c/o Lawrence B. Seidman
100 Misty Lane
Parsippany, New Jersey 07054
Yonkers Financial Corporation Employee Stock Ownership Plan(3) 185,619
8.29
6 Executive Plaza
Yonkers, New York 10701
Named Officers(4)
- -----------------
Richard F. Komosinski 98,601 4.31
President and Chief Executive Officer
Joseph L. Macchia 34,395 1.52
Vice President and Secretary
Joseph D. Roberto 33,121 1.47
Vice President, Treasurer and Chief Financial Officer
Philip A. Guarnieri 25,489 1.13
Vice President
Directors and executive officers of the Company 340,544 14.18
and the Association, as a group (10 persons)(5)
- ----------------
<FN>
(1) As reported by Gould Investors L.P. on a Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") and most recently amended on
September 2, 1999. Gould Investors L.P. reported sole voting and
dispositive powers with respect to all shares listed.
2
<PAGE>
(2) As reported by the above persons on a Schedule 13D filed with the SEC and
most recently amended on November 1, 1999. According to the most recent
amendment to the Schedule 13D, the above persons beneficially own in the
aggregate 192,300 shares of common stock. The beneficial ownership of each
of the above persons was reported as follows: Seidman and Associates L.L.C.
- sole voting and dispositive powers as to 58,000 shares; Seidman
Investment Partnership, LP - sole voting and dispositive powers as to
22,400 shares; Seidman Investment Partnership II, LP - sole voting and
dispositive powers as to 45,400 shares; Kerrimatt, LP - sole voting and
dispositive powers as to 33,200 shares; Federal Holdings, L.L.C. - sole
voting and dispositive powers as to 29,700 shares; Lawrence B. Seidman -
sole voting and dispositive powers as to 1,000 shares; and Dennis Pollack -
sole voting and dispositive powers as to 2,600 shares.
(3) The amount reported represents shares held by the Yonkers Financial
Corporation Employee Stock Ownership Plan ("ESOP"), 99,981 of which have
been allocated to accounts of the ESOP participants. Community Bank, N.A.,
the trustee of the ESOP, may be deemed to beneficially own the shares held
by the ESOP which have not been allocated to participant accounts.
Participants in the ESOP are entitled to instruct the ESOP trustee as to
the voting of shares allocated to their ESOP accounts. For each issue voted
upon by the Company's stockholders, the unallocated shares held by the ESOP
are voted by the ESOP trustee in the same manner that the trustee is
directed to vote on the issue by a majority of the plan participants who
directed the trustee as to the manner of voting the shares allocated to
their plan accounts. Allocated shares as to which the ESOP trustee receives
no voting instructions are voted by the trustee in its discretion.
(4) Includes shares held directly, shares allocated to the accounts of the
Named Officers under the ESOP, as well as shares held jointly with family
members, in retirement accounts, in a fiduciary capacity, by certain
members of the Named Officers' families, by trusts of which the Named
Officer is a trustee or substantial beneficiary, with respect to which the
Named Officer may be deemed to have sole or shared voting and/or
dispositive powers. Also includes 51,420, 17,140, 17,140 and 12,316 shares
which Messrs. Komosinski, Macchia, Roberto and Guarnieri, respectively,
have the right to acquire pursuant to stock options that are currently
exercisable.
(5) Includes shares held directly, shares allocated to the accounts of the Named
Officers under the ESOP, as well as shares held jointly with family members,
in retirement accounts, in a fiduciary capacity, by certain of the group
members' families, by certain related entities or by trusts of which the
group member is a trustee or substantial beneficiary, with respect to which
shares the group member may be deemed to have sole or shared voting and/or
dispositive powers. This amount also includes an aggregate of 162,294 shares
which directors and executive officers as a group have the right to acquire
pursuant to stock options that are currently exercisable.
</FN>
</TABLE>
3
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Board of Directors is presently comprised of seven members,
each of whom is also a director of the Association. Directors of the Company are
generally elected to serve for a three-year term or until their respective
successors have been elected and qualified. Approximately one-third of the
Company's directors are elected annually.
The following table sets forth certain information regarding the Company's
Board of Directors, including each director's term of office, and the Board's
nominees for election. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as to
the nominee) will be voted at the Meeting for the election of the nominees
identified in the following table. If any nominee is unable to serve, the shares
represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why any of the nominees listed in the table below
might be unable to serve, if elected. Except as described in this Proxy
Statement, there are no arrangements or understandings between any director or
nominee listed in the table below and any other person pursuant to which such
director or nominee was selected.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Percent
Director Term to Owned at_____ __, of
Name Age Position(s) Held Since(1) Expire (2) Class
- ------------------------- ----- -------------------------- ------------ ------ ------------------ ----------
<S> <C> <C> <S> <C> <C> <C>
William G. Bachop 70 Chairman of the Board 1982 2003 27,142
1.21%
Donald R. Angelilli 61 Director 1982 2003 24,142 1.07
Eben T. Walker 51 Director 1994 2003 23,245 1.03
DIRECTORS CONTINUING IN OFFICE
P. Anthony Sarubbi 73 Vice Chairman of the Board 1985 2001 33,142
1.47
Charles D. Lohrfink 71 Director 1985 2001 27,840 1.24
Richard F. Komosinski 57 Director, President and 1977 2002 98,601
4.31
Chief Executive Officer
Michael J. Martin 45 Director 1992 2002 13,427 .60
- -----------------
<FN>
(1) Includes service as a director of the Association.
(2) Includes shares held directly, as well as shares held in retirement
accounts, shares held by certain members of the named individuals'
families, or shares held by trusts of which the named individual is a
trustee or substantial beneficiary, with respect to which shares the named
individuals may be deemed to have sole or shared voting and/or dispositive
power. Amounts also include 10,713,10,713, 10,713, 10,713, 10,713, 51,420
and 10,713 shares which Messrs. Bachop, Angelilli, Walker, Sarubbi,
Lohrfink, Komosinski and Martin, respectively, have the right to acquire
pursuant to stock options that are currently exercisable.
</FN>
</TABLE>
The business experience of each director and director nominated for
re-election by the Board is set forth below. All directors have held their
present positions for at least the past five years, except as otherwise
indicated.
William G. Bachop. Prior to his retirement in May 1992, Mr. Bachop was a
professional engineer and President of Herbert G. Martin, Inc., an electrical
contracting company located in Yonkers, New York, for 43 years. Mr. Bachop has
served as a member, officer and director of various organizations located in
Yonkers, including the Yonkers YMCA and the East Yonkers Kiwanis Club, as well
as serving as a trustee of IBEW Local 501 Pension and Welfare Funds.
Donald R. Angelilli. Mr. Angelilli has been a real estate broker since
1992. He is currently employed by Weichert Realtors, located in Toms River, New
Jersey. Prior to 1992, he was employed as a building contractor and served as
Vice President of Frank Angelilli Construction Company. Mr. Angelilli has served
as a trustee of the
4
<PAGE>
Laborers' Pension Fund of Westchester County, and as a board member and
Chair of the Building Trades Employer Association.
Eben T. Walker. Mr. Walker is President of Graphite Metallizing
Corporation, a manufacturing company located in Yonkers, New York. Mr. Walker
has been employed by that company since 1979 and was promoted to his present
position in 1985. Mr. Walker currently serves on the Executive Committee of the
Yonkers Chamber of Commerce and is a U.S. Army ROTC reservist.
P. Anthony Sarubbi. Mr. Sarubbi is a consulting engineer and President of
P. Anthony Sarubbi, Inc., a general contracting company located in Mt. Vernon,
New York. He has held his present position since 1982. From 1948 to 1986, Mr.
Sarubbi was a member of the American Society of Civil Engineers. Since 1980, Mr.
Sarubbi has served as a director of Yonkers General Hospital. In addition, since
1979, Mr. Sarubbi has been a member of the Italian Civic Association of Mt.
Vernon.
Charles D. Lohrfink. Prior to his retirement in 1990, Mr. Lohrfink was
Public Affairs Director for Consolidated Edison, located in New York, New York,
for 15 years and employed by Consolidated Edison for 43 years. Mr. Lohrfink is a
member of the Executive Committee of the Westchester County Salvation Army
Advisory Board, a founder and director of the Westchester Sports Hall of Fame, a
former chapter chairman of the Westchester County American Red Cross, and Vice
President of Yonkers Historical Society. He also serves as Chairman of the New
York State Harness Racing Commission, a trustee of the New York State
Agriculture and Horse Breeding Development Fund and Chairman of the Capital
Improvements Committee. He is also a member and past Commander of American
Legion Post # 299.
Richard F. Komosinski. Mr. Komosinski is President and Chief Executive
Officer of the Company and the Association, positions he has held since 1995 and
1977, respectively. Mr. Komosinski has been employed by the Association since
1960 and held a variety of positions prior to becoming President and Chief
Executive Officer. As Chief Executive Officer of the Company and the
Association, Mr. Komosinski is responsible for all aspects of the Company's and
the Association's operations. Mr. Komosinski is a member and past director of
the Community Bankers Association of New York State. He is currently a trustee
of the New York State Bankers Retirement System, a member and past President of
the Yonkers Lions Club, a director and Treasurer of the Yonkers Chamber of
Commerce, and Treasurer of St. John's Riverside Hospital, located in Yonkers,
New York. He is also Treasurer and a member of the Advisory Council of the
Yonkers Citadel branch of the Salvation Army, and a trustee of the Yonkers YMCA.
Michael J. Martin. Mr. Martin is Vice President of Herbert G. Martin, Inc.,
an electrical contracting company located in Yonkers, New York. He has been
employed by that company since 1981 and was promoted to his present position in
1986. Mr. Martin is a member of the National Electrical Contractors Association.
Seidman and Associates, L.L.C. and Lawrence B. Seidman have notified the
Company of their intent to nominate Mr. Seidman and Dennis Pollack to stand for
election to the Board of Directors at the Meeting. YOUR BOARD OF DIRECTORS URGES
YOU TO RETURN ONLY MANAGEMENT'S WHITE PROXY CARD, WHICH IS
ENCLOSED, AND TO VOTE
"FOR" THE ELECTION OF EACH OF THE BOARD'S NOMINEES.
Board of Directors' Meetings and Committees
Board and Committee Meetings of the Company. Meetings of the Company's
Board of Directors are generally held on a quarterly basis. The Board of
Directors of the Company held 13 meetings during fiscal 1999. No incumbent
director attended fewer than 75% of the total number of meetings held by the
Board of Directors and by all committees of the Board of Directors on which he
served during the past fiscal year.
The Board of Directors of the Company has standing Executive, Audit,
Compensation, Investment and Nominating committees.
5
<PAGE>
The Executive Committee has the power to act on most matters in lieu of the
full Board of Directors between Board meetings. The members of this committee
are Directors Sarubbi (Chairman), Bachop, Komosinski and Lohrfink. Alternate
members of this committee are Directors Martin and Walker. The Executive
Committee did not meet during fiscal 1999.
The Audit Committee reviews audit reports and related matters to ensure
compliance with regulations and internal policies and procedures. This committee
also acts as a liaison between the Company's internal and external auditors and
the Board. Directors Angelilli (Chairman), Martin, Sarubbi, and Walker are the
current members of this committee. The Audit Committee met twice during fiscal
1999.
The Compensation Committee reviews and approves all executive officer
compensation plans. The current members of this committee are Directors Bachop
(Chairman), Lohrfink, and Sarubbi. The Compensation Committee met three times
during fiscal 1999.
The Investment Committee, comprised of Directors Walker (Chairman), Bachop,
Komosinski and Lohrfink, reviews, formulates and establishes investment
policies, sets appropriate goals and limitations, and makes recommendations to
the Board with respect to investments. The Investment Committee met twice during
fiscal 1999.
The Nominating Committee meets annually in order to recommend to the Board
of Directors nominees for election to the Board. This committee is comprised of
Directors Komosinski (Chairman), Bachop, Martin and Walker, though the full
Board may, as it did for the Meeting, act as the Nominating Committee. While the
Board of Directors will consider nominees recommended by stockholders, the
Nominating Committee has not actively solicited such nominations. The Nominating
Committee did not meet during fiscal 1999.
Pursuant to the Company's bylaws, nominations for election as directors by
stockholders must be made in writing and delivered to the Secretary of the
Company at least 70 days prior to the annual meeting date. If, however, the date
of the meeting is first publicly disclosed less than 80 days prior to the date
of the meeting, nominations must be received by the Company not later than the
close of business on the tenth day following the earlier of the day on which
notice of the date of the meeting is mailed to stockholders or the day on which
public disclosure of the date of the meeting is first made. In addition to
meeting the applicable deadline, nominations must be accompanied by certain
information specified in the Company's bylaws.
Board and Committee Meetings of the Association. The Association's Board of
Directors meets monthly and may have additional special meetings upon the
request of the Chairman or at least three directors. The Association's Board of
Directors met 14 times during the fiscal year ended September 30, 1999. During
fiscal 1999, no director of the Association attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which he served.
The Association has standing Executive, Business Development and Building,
Audit, Loan, Investment and Compensation Committees.
The Executive Committee is comprised of Directors Sarubbi (Chairman),
Bachop, Komosinski and Lohrfink. Alternative members are Directors Martin and
Walker. The Executive Committee meets on an as-needed basis between Board
meetings and generally has the authority of the full Board. The Executive
Committee met once during fiscal 1999.
The Business Development and Building Committee meets as needed to review
the Association's business strategies and strategic planning alternatives and
makes recommendations to the full Board. The members of this committee are
Directors Lohrfink (Chairman), Angelilli, Komosinski and Sarubbi. The Business
Development and Building Committee met twice during fiscal 1999.
The Audit Committee, comprised of Directors Angelilli (Chairman), Lohrfink,
Martin, Sarubbi and Walker, meets quarterly with the Association's internal
auditor to oversee and monitor the Association's internal auditing
6
<PAGE>
function. This committee also meets periodically with the Association's external
auditors. The Audit Committee met four times during fiscal 1999.
The Loan Committee generally meets monthly to review the Association's
lending activities. The committee also reviews and formulates lending policies
for recommendation to the Board. The members of this committee are Directors
Martin (Chairman), Angelilli, Komosinski and Walker. The Loan Committee met 12
times during fiscal 1999.
The Investment Committee, comprised of Directors Walker (Chairman), Bachop,
Komosinski and Martin, reviews, formulates and establishes investment policies,
sets appropriate goals and limitations, and makes recommendations to the Board
with respect to investments. The Investment Committee met twice during fiscal
1999.
The Compensation Committee is responsible for reviewing and making
recommendations to the Board regarding all benefits, personnel policies and
compensation matters. The current members of the Compensation Committee are
Directors Bachop (Chairman), Komosinski, Lohrfink and Sarubbi. This committee
met six times during fiscal 1999.
Director Compensation
Board of Directors of the Company. For fiscal 1999, each director, other
than the Chairman and the Vice Chairman of the Board, received a fee of $750 per
meeting of the Company's Board attended as compensation for service on the
Company's Board of Directors. The Chairman and the Vice Chairman received $800
and $775, respectively, for Company Board meetings attended. All directors also
receive an annual retainer, paid quarterly, for serving on the Company's Board.
This retainer was increased from $6,000 per year to $7,000 per year effective
April 1, 1999. In addition, during fiscal 1999, each non-employee director
received $275 for each Company Board committee meeting attended and each
committee chairman received $300 per Company Board committee meeting attended.
Board of Directors of the Association. For fiscal 1999, each director,
other than the Chairman and the Vice Chairman of the Board, received a fee of
$500 per meeting of the Association's Board attended as compensation for service
on the Association's Board. The Chairman and Vice Chairman received $600 and
$550, respectively, for Association Board meetings attended. Each non-employee
director received an additional $200 for each Association Board committee
meeting attended and each committee chairman received $225 per Association Board
committee meeting attended.
7
<PAGE>
Executive Compensation
The Company has not paid any compensation to its executive officers since
its formation. The Company does not anticipate paying any compensation to its
officers until it becomes actively involved in the operation or acquisition of
businesses other than the Association.
The following table sets forth information concerning compensation paid by
the Association to the Named Officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
-------------------------
Annual Compensation Awards
- ---------------------------------------------------------------------------------------------------------------------
Other Restricted Securities All Other
Annual Stock Underlying Compen-
Salary Bonus Compen- Award(s) Options/ sation
Name and Principal Position Year ($) ($) sation ($)(1) ($) SARs(#)
($)
- ----------------------------------------------------------------------------------------------------------------------
- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Richard F. Komosinski, President and 1999 $164,616 $31,093 --- --- ---
$ 94,793(5)
Chief Executive Officer 1998 148,439 32,820 --- --- ---
102,127
1997 143,454 16,360 --- $459,728(2) 85,698 101,664
- ----------------------------------------------------------------------------------------------------------------------
- -----
Joseph L. Macchia, Vice President and 1999 $ 92,847 $24,181 --- --- ---
$ 35,393(6)
Secretary 1998 85,762 24,350 --- --- --- 40,658
1997 81,754 10,000 --- $147,110(2) 28,566 42,671
- ----------------------------------------------------------------------------------------------------------------------
- -----
Joseph D. Roberto, Vice President, 1999 $ 90,962 $24,181 --- --- --- $
34,981(7)
Treasurer and Chief Financial Officer 1998 78,428 24,350 --- --- ---
38,736
1997 73,577 9,760 --- $147,110(2) 28,566 38,770
- ----------------------------------------------------------------------------------------------------------------------
- -----
Philip A. Guarnieri, Vice President 1999 $ 91,301 $24,181 --- $70,625(3)
10,563(4) $ 30,676(8)
1998 83,340 24,350 --- --- 3,000 32,836
1997 78,337 4,120 --- 69,375(3) 15,003 373
=====================================================================
==================================================
- ----------------
<FN>
(1) Pursuant to SEC rules, the table above excludes perquisites and other
personal benefits which do not exceed the lesser of $50,000 or 10% of salary and
bonus.
(2) Pursuant to the Yonkers Financial Corporation 1996 Management
Recognition Plan (the "MRP"), on October 30, 1996, Messrs. Komosinski, Macchia,
and Roberto were awarded 35,707, 11,426, and 11,426 restricted shares of common
stock, respectively. The values of these awards provided in the table above were
determined by multiplying the number of shares awarded by the closing price per
share of the common stock on the award date. The vesting schedule of these
awards is 20% annually beginning October 30, 1997. Dividends are paid on the
restricted shares to the extent and on the same date as dividends are paid on
all other outstanding shares of the common stock. Based on the $17.625 closing
price per share of the common stock on the Nasdaq Stock Market on September 30,
1999, the values as of that date of the unvested shares awarded under the MRP
held by Messrs. Komosinski, Macchia and Roberto were $377,580, $120,819 and
$120,819, respectively.
(3) Pursuant to the MRP, on February 18, 1997,Mr.Guarnieri was awarded
5,000 restricted shares of common stock. The vesting schedule of this award is
20% annually beginning February 18, 1998. On November 17, 1998, Mr. Guarnieri
was awarded an additional 5,000 restricted shares of common stock. The vesting
schedule of this award is 20% annually beginning November 17, 1999. The values
of these awards listed in the table above were determined by multiplying the
number of shares awarded by the closing price per share of the common stock on
the award date. Dividends are paid on the restricted shares to the extent and on
the same date as dividends are paid on all other outstanding shares of the
common stock. Based on the $17.625 closing price per share of the common stock
on the Nasdaq Stock Market on September 30, 1999, the value as of that date of
the unvested shares awarded under the MRP held by Mr. Guarnieri was $141,000.
(4) For additional information regarding this award, see the table below
captioned "Option Grants in Last Fiscal Year."
(5) Represents director fees of $16,250, the value of the allocation for
fiscal 1999 to Mr. Komosinski's ESOP account ($37,003), an accrual of $41,000 by
the Association under the Supplemental Executive Retirement Agreement with Mr.
Komosinski and life insurance premiums paid by the Association of $540. The
value of the ESOP allocation was determined by multiplying the number of shares
allocated for the fiscal year by the closing price per share of the common stock
on the last trading day of the fiscal year.
8
<PAGE>
(6) Represents the value of the allocation for fiscal 1999 to Mr. Macchia's
ESOP account($34,880), and life insurance premiums paid by the Association
of $513. See footnote 5 for an explanation of the calculation of the ESOP
allocation value.
(7) Represents the value of the allocation to Mr. Roberto's ESOP account for
fiscal 1999($34,468), and life insurance premiums paid by the Association
of $513. See footnote 5 for an explanation of the calculation of the ESOP
allocation value.
(8) Represents the value of the allocation to Mr. Guarnieri's ESOP account for
fiscal ($30,163), and life insurance premiums paid by the Association of
$513. See footnote 5 for an explanation of the calculation of the ESOP
allocation value.
</FN>
</TABLE>
The following table provides information regarding stock options granted
during fiscal 1999. No stock appreciation rights were granted during fiscal
1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
- ----------------------------------------------------------------------------------------------------------------------
- ---------
Potential Realizable
Value at Assumed
Annual Rates of
Stock
Price Appreciation
Individual Grants for Option Term
- ----------------------------------------------------------------------------------------------------------------------
- --------
% of Total
Options
Options Granted to
Granted Employees Exercise or Base Price Expiration
Name (#) In Fiscal Year ($/Sh) Date 5% 10%
- ----------------------------------------------------------------------------------------------------------------------
- ---------
<S> <C> <C> <C> <C> <C> <C>
Philip A. Guarnieri 10,563(1) 84.08% $14.125 11/17/2008 $93,905
$237,879
=====================================================================
=========================================================
<FN>
(1) The vesting schedule of the option is 20% annually beginning
November 17, 1999.
</FN>
</TABLE>
<PAGE>
The following table provides information as to the value of stock options
held by the Named Officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End (#) FY-End($)(1)
---------------------------------------------------------
Shares
Acquired
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard F. Komosinski --- $--- 34,280 51,418 $162,830 $244,236
Joseph D. Roberto --- $--- 11,426 17,140 $54,274 $81,415
Joseph L. Macchia --- $--- 11,426 17,140 $54,274 $81,415
Philip A. Guarnieri --- $--- 6,602 21,964 $28,510 $79,726
=====================================================================
=========================================
<FN>
(1) Represents the aggregate market value (market price of the common stock
less the exercise price) of the options based upon the closing price of
$17.625 per share of the common stock as reported on the Nasdaq National
Market on September 30, 1999. The exercise price of each option held by
Messrs. Komosinski, Roberto and Macchia is $12.875. Of Mr. Guarnieri's
exercisable options, 6,002 have an exercise price of $12.875 and 600 have
an exercise price of $21.625. Of Mr. Guarnieri's unexercisable options,
9,001 have an exercise price of $12.875, 2,400 have an exercise price of
$21.625 and 10,563 have an exercise price of $14.125.
</FN>
</TABLE>
9
<PAGE>
Employment Agreement
On June 30, 1998, the Company entered into a three year employment
agreement with Mr. Komosinski. The agreement provides for an annual base salary
in an amount not less than Mr. Komosinski's salary as of the date of the
agreement. The term of the agreement is automatically extended daily by one day
so that the term is always three years, unless the Company has given Mr.
Komosinski 90 days' advance notice that the term is not to be extended. The
agreement provides for termination upon Mr. Komosinski's death, for cause or in
the case of certain other events specified in the agreement.
If Mr. Komosinski's employment is "involuntarily terminated" by the Company
other than in connection with or within 36 months after a change in control of
the Company or the Association, he will be entitled to receive (i) payment of
his base salary during the remaining term of the agreement in the same manner
and at the same times received by him while employed and (ii) for the remaining
term of the agreement, substantially the same health insurance benefits as he
receives as of the date of termination. The term "involuntary termination" means
termination by the Company or the Association other than for cause or due to the
retirement, death or disability of Mr. Komosinski, and includes a material
reduction of Mr. Komosinski's current duties, benefits and responsibilities.
If Mr. Komosinski's employment is involuntarily terminated in connection
with or within 36 months after a change in control of the Company or the
Association, he will be entitled to receive (i) a lump sum cash payment equal to
299% of his "base amount" of compensation and (ii) for the remaining term of the
agreement substantially the same health insurance benefits as he receives as of
the date of termination. The lump sum payment is subject to reduction to ensure
that all amounts payable by the Company and the Association to him in connection
with a change in control are deductible by the Company or the Association for
federal income tax purposes.
Based on his salary at September 30, 1999, if Mr. Komosinski had been
terminated as of that date in connection with a change in control and under
circumstances entitling him to severance pay as described above, he would have
been entitled to receive a lump sum cash payment of approximately $638,645.
Change in Control Severance Agreements
On June 30, 1998, the Company entered into change in control severance
agreements with each of Messrs. Macchia, Roberto and Guarnieri. Each agreement
has a three year term, with provision for automatic extension in the same manner
provided under Mr. Komosinski's employment agreement, described above. Each
agreement provides that if the officer's employment is involuntarily terminated
in connection with or within 36 months after a change in control of the Company
or the Association, he will be entitled to receive (i) a lump sum cash payment
equal to 299% of his "base amount" of compensation and (ii) for the remaining
term of the agreement substantially the same health insurance benefits as he
receives as of the date of termination. The lump sum payment is subject to
reduction to ensure that all amounts payable by the Company and the Association
to the officer in connection with a change in control are deductible by the
Company or the Association for federal income tax purposes.
Based upon their salaries at September 30, 1999, if Messrs. Macchia,
Roberto and Guarnieri had been terminated in connection with a change of control
and under circumstances entitling them to severance pay as described above, they
would have been entitled to receive lump sum cash payments of approximately
$340,562, $317,119 and $338,264, respectively.
Defined Benefit Pension Plan
The Association sponsors a defined benefit pension plan for its employees.
Full-time salaried employees are eligible to participate in the pension plan
following the completion of one year of service (1,000 hours worked during a
continuous 12-month period) and attainment of 21 years of age. A participant
must complete five years of service before he or she will vest in any portion of
his or her retirement benefits, after which point the participant is 100%
vested. The pension plan is funded solely through contributions made by the
Association. The Association contributed $5,488 to the pension plan during the
1999 plan year.
10
<PAGE>
The following table sets forth, as of September 30, 1999, estimated annual
pension benefits for individuals at age 65 payable in the form of a life annuity
under the most advantageous plan provisions for various levels of compensation
and years of service. The "average annual compensation" represents the average
of the participant's basic annual compensation during the five consecutive
calendar years of service which yield the highest average compensation. A
participant's "basic annual compensation" for a particular year is determined by
multiplying 120% by his or her taxable income for that year and deferred amounts
not included in taxable income for that year. The benefits set forth in this
table are based upon the assumption that the retirement plan continues in its
present form, are in addition to those which may be received as social security
benefits, and do not reflect benefits payable under the ESOP. Benefits payable
under the pension plan are subject to an offset for the participant's
anticipated social security benefits. At September 30, 1999, the estimated years
of credited service of Mr. Komosinski, Mr. Macchia, Mr. Roberto and Mr.
Guarnieri were 36 years, 27 years, 25 years and 2 years, respectively.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
- -------------------------------------------------------------------------------------------------------------
Average
Annual 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
Compensation Service Service Service Service Service Service
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$100,000 $23,663 $31,856 $40,049 $48,242 $56,436 $63,758
125,000 30,166 40,601 51,036 61,471 71,907 81,055
150,000 36,668 49,345 62,023 74,700 87,378 98,352
175,000 36,892 49,570 62,247 74,925 87,602 98,576
200,000 36,892 49,570 62,247 74,925 87,602 98,576
225,000 36,892 49,570 62,247 74,925 87,602 98,576
250,000 36,892 49,570 62,247 74,925 87,602 98,576
275,000 36,892 49,570 62,247 74,925 87,602 98,576
300,000 36,892 49,570 62,247 74,925 87,602 98,576
350,000 36,892 49,570 62,247 74,925 87,602 98,576
=====================================================================
========================================
</TABLE>
Generally, an employee who has attained age 55 has the right to elect to
immediately begin receiving adjusted retirement benefits less than those
indicated in the table upon any separation from service with the Association.
Supplemental Executive Retirement Agreement
The Association has entered into a non-qualified Supplemental Executive
Retirement Agreement ("SERA") with President Komosinski which provides him with
a supplemental retirement benefit equal to what would have been provided to him
under the pension plan but for certain limitations contained in the Internal
Revenue Code. This supplemental benefit will be payable upon Mr. Komosinski's
retirement in the form of a lump sum distribution. The SERA is presently
unfunded and all obligations arising under the SERA are payable from the general
assets of the Association. For fiscal 1999, the Company incurred an expense of
$41,000 relating to the SERA.
ESOP Equalization Executive Retirement Plan
The Company has adopted an ESOP Equalization Executive Retirement Plan (the
"Equalization Plan") which provides each participant with an additional benefit
equal to what would have been provided to the participant under the
Association's 401(k) Savings Plan and the ESOP but for certain limitations
contained in the Internal Revenue Code. Mr. Komosinski is currently the only
participant in the Equalization Plan. The additional benefit will be payable
after
11
<PAGE>
Mr. Komosinski retires in the form of either, at Mr. Komosinski's election, a
lump sum distribution or up to ten equal annual installments.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
The Company's Compensation Committee has responsibility for reviewing the
compensation policies and plans of the Association and its affiliates. The
policies and plans established are designed to enhance both short-term and
long-term operational performance of the Association and to build stockholder
value through appreciation in the Company's common stock price.
One of the Committee's primary objectives is to develop and maintain
compensation plans which allow the Association to attract and retain quality
executives at competitive compensation levels and to motivate executives to
perform to the full extent of their abilities. In developing and maintaining
these plans, the Committee also seeks to enhance stockholder value by aligning
closely the financial interests of the Company's executives with those of its
stockholders. In determining compensation levels, plans and adjustments, the
Committee takes into account, among other things, compensation reviews made by
third parties each year. These studies are used to compare the compensation
levels of Company personnel to those of personnel at other local financial
institutions.
With respect to Mr. Komosinski's base salary in the fiscal year ended
September 30, 1999, the Committee took into account a comparison of salaries of
chief executive officers of other regional financial institutions. Likewise,
each executive officer's base salary was determined utilizing financial
institution compensation surveys. Mr. Komosinski's base salary for fiscal year
1999 was increased from the level set by the Committee for fiscal year 1998
because it was the judgment of the Committee that Mr. Komosinski's base salary
was low when compared to the salaries of chief executive officers of other
regional financial institutions and because of Mr. Komosinski's individual
performance and the Company's overall performance during fiscal 1998. In fiscal
1999, the Committee also determined, based on the Association's capital ratios
as well as continued progress in executing the Association's business plan, the
implementation of cost control measures and recognition of the improvement in
performance by the Association, to award Mr. Komosinski a cash bonus of $31,093.
The Association and the Company include stock option and restricted stock
awards as elements of the overall compensation package. Equity-based
compensation provides a long-term alignment of interests and results achieved
for stockholders with the compensation provided to executive officers by
providing those executives and others on whom the continued success of the
Company most depends with a proprietary interest in the Company. In 1996, a
Stock Option and Incentive Plan and a Management Recognition Plan were adopted,
providing for the grant of several types of equity-based awards, including stock
option and restricted stock awards. These plans were ratified by the Company's
stockholders on October 30, 1996 and amendments to these plans were approved by
the Company's stockholders on January 27, 1999.
In fiscal 1997, the Association's executive officers were granted
restricted stock and stock option awards, each vesting over a five-year schedule
beginning one year after the grant date. Mr. Guarnieri was granted additional
stock options in fiscal 1998 and 1999, and additional shares of restricted stock
in fiscal 1999, all of which also have five-year vesting schedules beginning one
year after the grant date. See the tables captioned "Summary Compensation Table"
and "Option Grants in Last Fiscal Year." During fiscal 1999, 7,142 shares of
restricted stock and options to purchase 17,140 shares of common stock vested
for Mr. Komosinski.
Through the compensation programs described above, a significant portion of
the Company's executive compensation is linked directly to individual and
corporate performance. The Committee will continue to review all elements of
compensation to ensure that the compensation objectives and plans meet the
Company's business objectives and philosophy of linking executive compensation
to stockholder interests of corporate performance as discussed above.
In 1993, Congress amended the Internal Revenue Code to add Section 162(m)
to limit the corporate deduction for compensation paid to a corporation's five
most highly compensated officers to $1.0 million per executive per year, with
certain exemptions. The Committee carefully reviewed the impact of this
legislation on the cost of the Company's
12
<PAGE>
and the Association's current executive compensation plans. Under the
legislation and regulations adopted thereunder, it is not expected that any
portion of the Company's or Association's expenses for employee remuneration
will be non-deductible by reason of compensation awards granted. The Committee
intends to review the Company's and Association's executive compensation
policies on an ongoing basis, and propose appropriate modifications, if the
Committee deems them necessary, with a view toward avoiding or minimizing any
disallowance of tax deductions under Section 162(m).
The foregoing report is furnished by the Compensation Committee of the
Board of Directors:
William G. Bachop Charles D. Lohrfink P. Anthony Sarubbi
Stockholder Return Performance Presentation
The following graph compares the cumulative total stockholder return on the
Company's common stock to the Nasdaq U.S. Stock Index (which includes all Nasdaq
traded stocks of U.S. companies) and a savings and loan industry index for the
period from April 18, 1996, the date the Company's Common Stock commenced
trading on the Nasdaq National Market, through September 30, 1999. The graph
assumes that $100 was invested on April 18, 1996 and that all dividends were
reinvested. On September 30, 1999, the closing sale price for the Company's
common stock on the Nasdaq National Market was $17.625 per share.
[GRAPH HERE]
<TABLE>
<CAPTION>
4/18/96 9/30/96 9/30/97 9/30/98 9/30/99
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Yonkers Financial Corporation............. $100.00 $130.12 $207.80 $161.82
$190.84
Savings and Loan Index.................... 100.00 111.77 189.66 167.35 160.95
Nasdaq Market Index....................... 100.00 102.34 139.11 144.56 233.87
</TABLE>
Transactions with Management and Indebtedness of Management
The Association has followed a policy of granting consumer loans and loans
secured by the borrower's personal residence to officers, directors and
employees. Federal law currently requires that all loans to directors and
executive officers not made pursuant to a benefit or compensation program that
is widely available on a non-discriminatory basis to institution employees, be
made on terms and conditions comparable to those for similar transactions with
non-affiliates. Other than the loan listed in the table following the next
paragraph, all loans to directors and executive officers of the Company and the
Association as to which the aggregate indebtedness of the borrower to the
Association exceeded $60,000 at any time since October 1, 1998 were made by the
Association in the ordinary course of business, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than the
normal risk of collectibility or present other unfavorable features. Loans to
directors must be approved by a majority of the disinterested directors of the
Association.
13
<PAGE>
A loan to an executive officer must be approved by a majority of the
Association's Board of Directors. As of September 30, 1999, all of the
outstanding loans to directors and executive officers of the Company and the
Association were performing in accordance with their repayment terms.
Set forth below is certain information regarding a loan made by the
Association (prior to changes in federal law) to an executive officer at a
preferential interest rate pursuant to the Association's loan policy at the time
the loan was made. The loan was made in the ordinary course of business and did
not involve more than the normal risk of collectibility. This loan is a first
mortgage loan secured by the borrower's primary residence.
<TABLE>
<CAPTION>
Largest
Amount
Outstanding
Date of Type of Original Since Balance at
Name and Position Loan Loan Amount 10/1/98 09/30/99
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Joseph L. Macchia, Vice President and 10/85 Residence $90,000 $69,729
$67,227
Secretary
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than 10% of a registered
class of the Company's equity securities, to file with the SEC reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company. Executive officers, directors and greater than 10%
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. To the Company's knowledge, based solely
on a review of the copies of reports furnished to the Company and written
representations from the Company's directors and executive officers that no
other reports were required, during the fiscal year ended September 30, 1999,
all Section 16(a) filing requirements applicable to its executive officers and
directors were met.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed KPMG LLP, independent
accountants, to be the Company's auditors for the fiscal year ending September
30, 2000. Representatives of KPMG LLP are expected to attend the Meeting to
respond to appropriate questions and to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S
INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2000.
14
<PAGE>
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's next annual
meeting must be received by its Secretary at the executive office of the
Company, located at 6 Executive Plaza, Yonkers, New York 10701, no later than
___________ ___, _____, to be eligible for inclusion in the Company's proxy
statement and form of proxy relating to the next annual meeting. Any such
proposal will be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended, and as with any stockholder
proposal (regardless of whether included in the Company's proxy materials), the
Company's certificate of incorporation and bylaws and Delaware law.
To be considered for presentation at the next annual meeting, but not for
inclusion in the Company's proxy statement and form of proxy for that meeting,
proposals must be received by the Company no later than November 18, 2000. If,
however, the date of the next annual meeting is before January 7, 2001 or after
March 28, 2001, proposals must instead be received by the Company by the later
of the 70th day before the date of the next annual meeting or the tenth day
following the day on which public disclosure (by press release, in a publicly
available filing with the SEC, through a notice mailed to stockholders, or
otherwise) of the date of the next annual meeting is first made. If a
stockholder proposal that is received by the Company after the applicable
deadline for presentation at the next annual meeting is raised at the next
annual meeting, the holders of the proxies for that meeting will have the
discretion to vote on the proposal in accordance with their best judgment and
discretion, without any discussion of the proposal in the Company's proxy
statement for the next annual meeting.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the election of directors and the ratification of the
appointment of auditors. However, if any other matter should properly come
before the Meeting, it is intended that holders of the proxies will act in
accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. While no
precise estimate of this cost can be made at the present time, the Company
currently estimates that it will spend up to approximately $40,000 for its
solicitation of proxies, including expenditures for attorneys, solicitors,
printing, and other expenses, but excluding the salaries and wages of regular
employees and officers. The solicitation expenses incurred by the Company to
date are approximately $2,500. The Company will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy materials to the beneficial owners of common stock. The
Company has retained Regan & Associates, Inc., a professional proxy solicitation
firm, to assist in the solicitation of proxies for a fee estimated to be up to
approximately $20,000, plus expenses. Approximately 15 persons will be utilized
by Regan & Associates, Inc. in the solicitation. In addition to solicitation by
mail, directors, officers and regular employees of the Company and/or the
Association may solicit proxies personally or by telephone or other means
without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
William G. Bachop
Chairman of the Board
Yonkers, New York
- -------- --, ----
15
<PAGE>
APPENDIX
The following table sets forth the names, principal occupations,
business addresses and the number of shares of the common stock of Yonkers
Financial Corporation (the "Company") beneficially owned by the directors of the
Company and The Yonkers Savings and Loan Association, FA (the "Association") and
such other officers and employees, and associates of such directors, officers
and employees, as may be deemed participants in this proxy solicitation under
the federal securities laws (together the "Participants").
<TABLE>
<CAPTION>
Name, Occupation and Address Shares Owned(1)
<S> <C>
Donald R. Angelilli 24,142
Real Estate Agent
Weichert Realtors
1322 Hooper Ave.
Toms River, NJ 08753
William G. Bachop 27,142
Retired
238 Anawanda Lake Road
Roscoe, NY 12776
Philip A. Guarnieri 25,489
Vice President
Yonkers Financial Corporation
6 Executive Plaza
Yonkers, NY 10701
Richard F. Komosinski 98,601
President and Chief Executive Officer
Yonkers Financial Corporation
6 Executive Plaza
Yonkers, NY 10701
Charles D. Lohrfink 27,840
Retired
654 Valley Avenue
Yonkers, NY 10703
Joseph L. Macchia 34,395
Vice President and Secretary
Yonkers Financial Corporation
6 Executive Plaza
Yonkers, NY 10701
Michael Martin 13,427
Vice President and Secretary
Herbert G. Martin, Inc.
60 Runyon Avenue
Yonkers, NY 10710
A-1
<PAGE>
Joseph D. Roberto 33,121
Vice President, Treasurer and Chief Financial Officer
Yonkers Financial Corporation
6 Executive Plaza
Yonkers, NY 10701
P. Anthony Sarubbi 33,142
President
P.A. Sarubbi Inc.
100 Stevens Avenue
Mt. Vernon, NY 10550
Eben Walker 23,245
President
Graphite Metallizing Corp.
1050 Nepperhan Avenue
Yonkers, NY 10702
- ----------------
<FN>
(1) For detailed information regarding each Participant's beneficial ownership
of common stock, including the number of shares listed above which represent
shares currently purchasable upon the exercise of stock options, see the
tables in the Proxy Statement listing beneficial ownership under the
captions "Voting Securities and Certain Holders Thereof " and "Proposal I
Election of Directors."
</FN>
</TABLE>
None of the Participants has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years. No Participant owns any shares of common stock of record but not
beneficially. No Participant owns any securities of any subsidiary of the
Company.
During the past two years, none of the Participants has borrowed or
otherwise obtained funds for the purpose of acquiring or holding any securities
of the Company.
None of the Participants has any substantial direct or indirect
interest in any matters to be acted upon at the Meeting, other that the
directors who have been re-nominated for election to the Board.
During the past two years, the Participants listed above effected the
following purchases and sales of the Company's common stock: (i) Mr. Roberto
sold 1,000 shares on May 21, 1999; (ii) Mr. Bachop disposed of 1,000 shares by
gift on December 23, 1998; (iii) Mr. Guarnieri purchased 1,000 shares on July
30, 1998; (iv) Mr. Komosinski disposed of 4,405 shares by gift on January 28,
1998; and (v) Mr. Bachop disposed of 1,000 shares by gift on December 23, 1997.
In addition, Messrs. Komosinski, Guarnieri, Macchia and Roberto have during the
past two years acquired beneficial ownership of shares of common stock through
their participation in the Company's Employee Stock Ownership Plan (the "ESOP")
and the Association's 401(k) Savings Plan (the "401(k) Plan"). Share allocations
under the ESOP to Messrs. Komosinski, Guarnieri, Macchia and Roberto for the
plan years ended September 30, 1998 and September 30, 1999 were 2,692 and 2,099,
2,123 and 1,711, 2,634 and 1,978, and 2,510 and 1,955, respectively. During the
past two years, pursuant to elections under the 401(k) Plan to invest their plan
contributions in common stock, Messrs. Komosinski, Guarnieri, Macchia and
Roberto acquired beneficial ownership of 164, 338, 75 and 345 shares of common
stock, respectively.
A-2
<PAGE>
Each of the Participants listed above has been granted options to
purchase common stock under the Yonkers Financial Corporation 1996 Stock Option
and Incentive Plan, as follows: Messrs. Martin, Bachop, Angelilli, Walker,
Sarubbi and Lohrfink - each granted on October 30, 1996 a ten-year option to
purchase 17,853 shares of common stock at an exercise price of $12.875 per
share, vesting 20% annually beginning October 30, 1997; Mr. Komosinski - granted
on October 30, 1996 a ten-year option to purchase 85,698 shares of common stock
at an exercise price of $12.875 per share, vesting 20% annually beginning
October 30, 1997; Messrs. Macchia and Roberto - each granted on October 30, 1996
a ten-year option to purchase 28,566 shares of common stock at an exercise price
of $12.875 per share, vesting 20% annually beginning October 30, 1997; and Mr.
Guarnieri - granted on October 30, 1996 a ten-year option to purchase 15,003
shares of common stock at an exercise price of $12.875 per share, vesting 20%
annually beginning October 30, 1997; also granted on October 21, 1997 a ten-year
option to purchase 3,000 shares of common stock at an exercise price of $21.625
per share, vesting 20% annually beginning October 21, 1998; and also granted on
November 17, 1998 a ten-year option to purchase 10,563 shares of common stock at
an exercise price of $14.125 per share, vesting 20% annually beginning November
17, 1999.
Each of the Participants listed above has been awarded shares of
restricted stock under the Yonkers Financial Corporation 1996 Management
Recognition Plan, as follows: Messrs. Bachop, Angelilli, Sarubbi and Lohrfink -
each awarded on October 30, 1996, 5,713 restricted shares of common stock,
vesting 20% annually beginning October 30, 1997; Messrs. Martin and Walker -
each awarded on October 30, 1996, 2,856 restricted shares of common stock,
vesting 20% annually beginning October 30, 1997; Mr. Komosinski - awarded on
October 30, 1996, 35,707 restricted shares of common stock, vesting 20% annually
beginning October 30, 1997; Messrs. Macchia and Roberto - each awarded on
October 30, 1996, 11,426 restricted shares of common stock, vesting 20% annually
beginning October 30, 1997; and Mr. Guarnieri - awarded on February 18, 1997,
5,000 restricted shares of common stock, vesting 20% annually beginning February
18, 1998; and also awarded on November 17, 1998, 5,000 restricted shares of
common stock, vesting 20% annually beginning November 17, 1999.
Other than the stock option and restricted stock awards discussed above
and the participation by Messrs. Komosinski, Guarnieri, Macchia and Roberto in
the ESOP and the 401(k) Plan, no Participant is, or was within the past year, a
party to any contract, arrangement or understanding with any person with respect
to any securities of the Company.
Except as disclosed in this Proxy Statement, none of the Participants
has any arrangement or understanding with respect to any future employment by
the Company or its subsidiaries or any future transactions to which the Company
or any of its subsidiaries will or may be a party, nor any material interest,
direct or indirect, in any transaction which has occurred since October 1, 1998
Or any currently proposed transaction, or series of similar transactions, to
which the Company or any of its subsidiaries was or is to be a party and in
which the amount involved exceeds $60,000.
A-3
<PAGE>
<TABLE>
<CAPTION>
REVOCABLE PROXY
YONKERS FINANCIAL CORPORATION
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
<S> <C>
ANNUAL MEETING OF STOCKHOLDERS With- For All
With- For All
JANUARY 27, 2000 For hold Except For
hold Except
I. The election of the following directors
for a three-year term to expire in 2003: /_/ /_/ /_/
The undersigned hereby appoints the Board of Directors DONALD R. ANGELILLI
WILLIAM G. BACHOP EBEN T. WALKER
of Yonkers Financial Corporation (the "Company"), and its
survivor, with full power of substitution, to act as INSTRUCTION: TO VOTE FOR
ALL NOMINEES, MARK THE BOX "FOR." TO
attorneys and proxies for the undersigned to vote all shares WITHHOLD AUTHORITY
TO VOTE FOR ALL NOMINEES, MARK THE BOX
of common stock of the Company which the undersigned is "WITHHOLD." TO
WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE
entitled to vote at the Annual Meeting of Stockholders (the NOMINEES, BUT NOT ALL
NOMINEES, MARK THE BOX "FOR ALL EXCEPT"
"Meeting"), to be held on January 27, 2000 at a branch AND WRITE THE NAME(S)
OF THE NOMINEE(S) FOR WHOM YOU WISH
office of The Yonkers Savings and Loan Association, FA, TO WITHHOLD YOUR
VOTE IN THE SPACE PROVIDED BELOW.
located at 2320 Central Park Avenue, Yonkers, New York, at
6:00 p.m. New York time, and at any and all adjournments or
- ----------------------------------------------------------------
postponements thereof, as follows:
For Against Abstain
II. The ratification of the appointment /_/ /_/ /_/
of KPMG LLP as the independent
auditors of the Company for the
fiscal year year ending September 30,
2000.
In its discretion, the Board of Directors, as proxy
for the
stockholder, is authorized to vote on such other
matters as may
properly come before the Meeting or any
adjournments or
postponements thereof.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" EACH OF THE
NOMINEES LISTED HEREIN AND "FOR" THE
RATIFICATION OF THE
APPOINTMENT OF KPMG LLP.
THIS PROXY WILL BE VOTED AS DIRECTED,
BUT IF NO INSTRUCTIONS
ARE SPECIFIED , THIS PROXY WILL BE
VOTED FOR EACH OF THE
NOMINEES NAMED HEREIN AND FOR THE
RATIFICATION OF THE
APPOINTMENT OF KPMG LLP. IF ANY OTHER
BUSINESS IS PRESENTED AT
THE MEETING, THIS PROXY WILL BE VOTED
AS DIRECTED BY THE BOARD
OF DIRECTORS IN ITS BEST JUDGMENT. AT
THE PRESENT TIME, THE
BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT
THE MEETING.
Please be sure to sign and date Date
this Proxy in the box below.
-----------------
- ---------------------------------------------------------
- -------Stockholder sign above---------Co-holder (if any) sign above-----
</TABLE>
<PAGE>
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE
PROVIDED. ->
YONKERS FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of this Proxy). If this Proxy is properly revoked as
described above, then the power of the Board of Directors as attorneys and
proxies for the undersigned shall be deemed terminated and of no further force
and effect.
The above signed acknowledges receipt from the Company, prior to the
execution of this Proxy, of a Notice of the Annual Meeting, a Proxy Statement
dated _______ __, ____, and the Company's Annual Report to Stockholders for the
fiscal year ended September 30, 1999.
Please sign exactly as your name appears on this proxy card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL THIS PROXY CARD TODAY
- --------------------------------------------------------------------------------
