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:
/ / Preliminary Proxy Statement
/ / Confidential,for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
YONKERS FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
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[YONKERS FINANCIAL LETTERHEAD]
December 8, 1999
Dear Fellow Stockholder:
You recently received your Company's Annual Report for fiscal 1999 and
proxy statement for the Annual Meeting to be held on January 27, 2000. You also
may have received materials from a group calling itself the Yonkers Financial
Corporation Committee to Preserve Shareholder Value. This committee, which was
formed by Lawrence Seidman, is interested in selling your Company right now.
They want you to elect Mr. Seidman and Dennis Pollack as directors of the
Company instead of two current directors, Donald R. Angelilli and William G.
Bachop, your Chairman.
WE BELIEVE MR. SEIDMAN'S TIMING IS WRONG, and consequently your Board is
OPPOSED to the election of Mr. Seidman and Mr. Pollack.
These are our reasons and we think you'll agree.
o OUR STRATEGY IS SIMPLE AND SOUND-GROW THE CORE VALUE OF OUR COMPANY, OUR
LOANS AND DEPOSITS.
o AS WE CONTINUE TO GROW, WE BELIEVE WE WILL HAVE THE EFFICIENCIES AND
ECONOMIES OF SCALE TO SIGNIFICANTLY INCREASE EARNINGS PER SHARE AND BE MORE
ATTRACTIVE TO POTENTIAL BUYERS. WE BELIEVE THIS IS WHAT WILL COMMAND A PREMIUM
PRICE FOR YOUR COMPANY.
HAVE WE BEEN SUCCESSFUL? ABSOLUTELY!
We completed our initial public offering in April 1996. From December 1996
through September 1999 OUR LOANS GREW BY 238%! Compare this to our 23 regional
peers and the nationwide median for 106 similar institutions of 33% shown in
this graph.
[Bar graph showing median percentage increase in loans for December 1996 to
September 1999, as follows: Selected Regional Thrifts, 32.55%; Selected
Nationwide Thrifts, 33.13%; and Yonkers Financial Corporation, 239.19%. Notation
below bar graph - Data Source: SNL Securities]
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NOT A SINGLE INSTITUTION IN OUR 23 BANK REGIONAL OR 106 BANK NATIONAL PEER
GROUP GREW ITS LOAN PORTFOLIO AS RAPIDLY AS WE DID. In fact, none was even
close, and we have the data to prove it. Just as important, our rapid loan
growth coincided with tremendous improvement in our asset quality, with the
ratio of non-performing loans to total loans dropping to 0.25% at September 30,
1999 from 4.15% at September 30, 1995.
OUR DEPOSIT GROWTH HAS BEEN EQUALLY IMPRESSIVE.
From December 1996 through September 1999 our deposits grew by 41% compared
to the same regional and national peer group growth rates of 17% and 22%.
[Bar graph showing median percentage increase in deposits for December 1996
to September 1999, as follows: Selected Regional Thrifts, 16.92%; Selected
Nationwide Thrifts, 21.88%; and Yonkers Financial Corporation, 40.5%. Notation
below bar graph - Data Source: SNL Securities]
Not only have our deposits grown significantly since becoming a public
company, but our most profitable deposits, checking and savings accounts, have
grown as a percentage of our total deposits, from 42.8% at September 30, 1998 to
44.4% at September 30, 1999.
Our strategy is simple and the results are impressive. We are building the
core value of our franchise significantly faster than our peers.
Mr. Seidman also criticizes our stock repurchase program as being too slow.
Since we went public in 1996 we have spent approximately $23.3 million to
repurchase over 1.4 million shares, or 40.5% of the shares we originally issued.
We will continue to repurchase shares as long as it makes good business sense.
GROWTH IN OUR CORE BUSINESS IS WHAT WE BELIEVE CREATES VALUE IN YOUR COMPANY.
Mr. Seidman makes a few other points in his materials about how he and Mr.
Pollack would work to increase earning assets (loans) and deposits and seek to
make accretive acquisitions. You should carefully consider whether you really
want Mr. Seidman to be involved in the management of your Company. In November
1995, while he was serving as Chairman of the Board of Directors of Crestmont
Federal Savings and Loan Association, the Office of Thrift Supervision issued a
cease and desist order against Mr. Seidman. THIS ORDER FOUND THAT MR. SEIDMAN
RECKLESSLY ENGAGED IN UNSAFE AND UNSOUND PRACTICES BY OBSTRUCTING AN OTS
INVESTIGATION!
We look to acquire other companies as opportunities present themselves. We
are always looking to acquire companies that will enhance the value of our
franchise. Right now, we believe it is simply cheaper and a better business
decision for us to grow our core franchise value through our proven ability to
bring in new loans and deposits.
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DON'T BE MISLED BY MR. SEIDMAN. YOUR BOARD IS NOT OPPOSED TO SELLING THE
COMPANY. WE SIMPLY BELIEVE HIS TIMING IS BAD.
Our growth has been exceptional and is continuing. We believe this is the
best way to increase the value of your, and our, investment. Maximizing the
value of the Company's stock is the objective we all share, Mr. Seidman
included. We believe that Mr. Seidman's proposed means of reaching that goal-
selling the Company now- will only ensure that it is NEVER attained.
DON'T SELL THE FUTURE OF YOUR COMPANY SHORT BY VOTING FOR MR. SEIDMAN OR
MR. POLLACK. DO NOT RETURN ANY GOLD PROXY CARD YOU RECEIVE.
VOTE FOR YOUR BOARD'S NOMINEES BY COMPLETING AND RETURNING THE ENCLOSED
WHITE PROXY CARD TODAY EVEN IF YOU HAVE ALREADY RETURNED ONE PREVIOUSLY!
We thank you for your continued support.
Sincerely,
/s/ William G. Bachop /s/ Richard F. Komosinski
William G. Bachop Richard F. Komosinski
Chairman of the Board President and Chief
Executive Officer
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IMPORTANT
If you own shares in the name of a bank, broker or other nominee, please contact
the person responsible for your account and direct them to vote "FOR" your
Board's nominees on the WHITE proxy card.
If you have any questions on how to vote your shares, please call our proxy
solicitor, Regan and Associates, at 1-800-737-3426. If you have any questions
about our goals or our progress, please feel free to call us directly at
914-965-2500 ext. 101.
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<TABLE>
<CAPTION>
REVOCABLE PROXY
YONKERS FINANCIAL CORPORATION
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
<S> <C>
ANNUAL MEETING OF STOCKHOLDERS With- For All
JANUARY 27, 2000 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 ending September 30,
2000.
In their 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.
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- -------Stockholder sign above---------Co-holder (if any) sign above-----
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DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. ->
YONKERS FINANCIAL CORPORATION
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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 December 6, 1999, 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
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