YONKERS FINANCIAL CORP
DFAN14A, 2000-01-07
SAVINGS INSTITUTION, FEDERALLY CHARTERED
Previous: YONKERS FINANCIAL CORP, 8-K, 2000-01-07
Next: SMARTSERV ONLINE INC, SB-2/A, 2000-01-07



<PAGE>

                    YONKERS FINANCIAL CORPORATION COMMITTEE
                          TO PRESERVE SHAREHOLDER VALUE

                                 January 7, 2000


Dear Fellow Shareholder:

I am  writing  to you  today  to  share  with  you how I,  one of the  Committee
Nominees, was able as 1 of 8 directors of CNY Financial Corp (Nasdaq: "CNYF") to
help maximize  shareholder value for all the shareholders of CNYF. The Committee
needs your  support  in our  efforts to  maximize  shareholder  value of Yonkers
Financial  Corporation  (Nasdaq:  "YFCB").  The chart below illustrates what was
accomplished at CNYF. Of course no assurances can be given that the same results
can be accomplished at YFCB. However, by electing the Committee Nominees you are
giving us the chance to work for you to try to duplicate the CNYF success.

               THE COMMITTEE PRODUCES RESULTS FOR ALL SHAREHOLDERS

       CNY FINANCIAL CORP

       Date           Close
    12/04/1998          9.5
    12/18/1998      9 13/16
    01/01/1999        9 7/8
    01/15/1999     10  1/16
    01/29/1999       10 7/8
    02/12/1999       10 3/4
    02/26/1999       11 3/4
    03/12/1999       12 1/8
    03/26/1999     11 15/16
    04/09/1999     11  5/16
    04/23/1999     11  9/16
    05/07/1999       11 3/4
    05/21/1999       11 3/4
    06/04/1999       11 7/8
    06/18/1999       11 7/8
    07/02/1999           12
    07/16/1999       13 1/4
    07/30/1999       13 3/4
    08/13/1999           13
    08/27/1999           15
    09/10/1999       14 7/8
    09/24/1999       14 5/8
    10/08/1999       15 3/4
    10/22/1999     15  7/16
    11/05/1999       15 1/2
    11/19/1999       14 1/2
    12/03/1999       15 3/8
    12/17/1999       15 3/8
    12/31/1999           18


12/24/98 - Seidman makes initial purchase of CNYF at $10.10.

2/25/99 - CNYF agrees to appoint Seidman to Board of Directors of CNYF.

8/2/99 - Seidman announces ownership of 460,869 shares, or 9.05% of the
outstanding shares for CNYF.

12/29/99 - Niagara Bancorp to pay $18.75 for each CNYF share.





    YONKERS FINANCIAL CORP

       Date          Close
    12/04/1998      13 1/2
    12/18/1998     13  1/2
    01/01/1999          14
    01/15/1999     15  1/4
    01/29/1999      15 1/5
    02/12/1999          15
    02/26/1999      15 1/2
    03/12/1999      14 7/8
    03/26/1999     14  7/8
    04/09/1999     14  5/8
    04/23/1999    15  1/16
    05/07/1999      17 3/8
    05/21/1999      16 5/8
    06/04/1999      17 3/8
    06/18/1999      17 1/4
    07/02/1999      17 1/2
    07/16/1999      18 3/8
    07/30/1999      18 1/4
    08/13/1999      18 1/8
    08/27/1999      18 1/4
    09/10/1999      18 1/4
    09/24/1999      18 1/2
    10/08/1999          18
    10/22/1999    17 15/16
    11/05/1999      17 7/8
    11/19/1999      17 7/8
    12/03/1999      17 7/8
    12/17/1999      17 1/8
    12/31/1999      17 1/4


5/3/99 - Seidman announces ownership of 142,100 shares of YFCB.



Following my appointment to the CNYF Board of Directors,  I worked  aggressively
with the other board members to explore ways to maximize  value.  We came to the
conclusion,  after pursuing other  alternatives,  that in this instance the best
way to  achieve  our  goals  was to seek a sale of CNYF.  This was  successfully
accomplished  on December  29,  1999,  when CNYF  announced  the sale to Niagara
Bancorp, Inc. for $18.75 per share.

The Company  states that it "is not the right time to sell." This  statement  is
made without the benefit of knowing the price a potential buyer would be willing
to pay for the Company. We believe that this is irresponsible and not beneficial
to the majority of YFCB shareholders.

I urge you to support  the  Committee  Nominees  so we have the  opportunity  to
continue our efforts to maximize shareholder value for all YFCB shareholders.  I
wish to emphasize that if the Committee Nominees are elected, we will have 2 out
of 7 directors  so we cannot  force a sale of the  Company.  Our goal is to work
with the other directors to explore various  alternatives to enhance shareholder
value, which may include a sale.

                                                  Sincerely,


                                                  Lawrence B. Seidman
<PAGE>




                        YOUR VOTE IS EXTREMELY IMPORTANT

1.   If you have already voted for the  Committee's  Nominees,  we thank you. If
     you have not  voted or have not  voted  for the  Committee's  Nominees,  we
     recommend that you read our material carefully.

2.   Please  SIGN,  MARK,  DATE and MAIL your GOLD  proxy  card in the  enclosed
     postage-paid  envelope.  If you  wish to vote  for our  Nominees,  you must
     submit the enclosed GOLD proxy card and must NOT submit  management's proxy
     card.

3.   If you have already voted for the current Board, you have every legal right
     to change your mind and vote FOR our Nominees on the GOLD proxy card.  Only
     your latest dated proxy card will count.

4. If your shares are held for you by a bank, brokerage firm or other
     nominee,  only your bank,  broker or nominee  can vote your shares and only
     after  receiving  your  instructions.  Please  sign,  date and  return  the
     enclosed GOLD proxy card in the postage-paid envelope provided or call your
     bank,  broker or nominee and instruct your  representative  to vote FOR our
     Nominees on the GOLD proxy card.

5. Time is Short. Please vote today!

If you have any  questions  or need  assistance  in  voting  your  shares  or in
changing your vote,  please contact Beacon Hill Partners,  Inc. at the toll free
number listed below.


                           BEACON HILL PARTNERS, INC.
                          (212) 843-8500 (call Collect)
                        or Call toll-free (800) 755-5001







© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission