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.
/ / 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:
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[YONKERS FINANCIAL CORPORATION LETTERHEAD]
January 18, 2000
Dear Fellow Shareholder:
We are writing on behalf of the Board of Directors to announce the
appointment of Fredric H. Gould to your Board of Directors. Mr. Gould has more
than forty years experience in real estate and finance and will be a valuable
member of our team. Mr. Gould currently beneficially owns approximately 11.5% of
the outstanding shares of the common stock.
In connection with this appointment, the Company and Mr. Gould have entered
into an agreement providing, among other things and subject to certain
exceptions, that Mr. Gould will vote his shares as recommended by the Board of
Directors at least until March 31, 2002. The Board of Directors appreciates Mr.
Gould's vote of confidence and is looking forward to working with him to
continue to build your Company and maximize shareholder value. For additional
information, please see the enclosed press release, which was issued on January
14, 2000.
YOUR BOARD UNANIMOUSLY RECOMMENDS YOU VOTE FOR YOUR BOARD'S NOMINEES BY
COMPLETING AND RETURNING THE ENCLOSED WHITE PROXY CARD TODAY. DO NOT RETURN OR
VOTE ANY GOLD PROXY CARDS!
We thank you for your continued support.
Sincerely,
/s/ William G. Bachop /s/ Richard F. Komosinski
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William G. Bachop Richard F. Komosinski
Chairman of the Board President and Chief
Executive Officer
Enclosure
Important
If you own shares in "street name" (in a brokerage firm or bank), please
contact your broker or bank 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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January 14, 2000 Contact: Richard Komosinski
(914) 965-2500
YONKERS FINANCIAL CORPORATION ANNOUNCES VOTING
AGREEMENT AND BOARD SEAT FOR GOULD
Yonkers, New York- Yonkers Financial Corporation (Nasdaq National Market:
YFCB) announced today that it has entered into an agreement with Fredric H.Gould
and related parties, who together beneficially own approximately 11.5% of
theCorporation's stock, to appoint and reappoint, if necessary, Mr. Gould to
aseat on the board of both Yonkers Financial Corporation and its
subsidiary,Yonkers Savings and Loan Association FA, for a period to expire no
earlier than March 31, 2002.
Richard F. Komosinski, President and Chief Executive Officer of Yonkers
Financial Corporation, stated: "We are very pleased to have reached this
agreement with Mr. Gould. His significant experience with financial institutions
and his broad and successful business background will make him a valuable
addition to our board. We believe that Mr. Gould shares our vision regarding the
future of this company."
Mr. Gould and his group agreed with the Corporation as follows: 1) not
toacquire, or offer to acquire, directly or indirectly, more than 24.9% of the
Corporation's outstanding stock, unless a bona fide third party makes a proposal
to acquire 25% or more of the outstanding stock; 2) not to transfer or sell,
directly or indirectly, beneficial ownership of or the right to vote their
shares of the Corporation, other than in certain open market transactions,
without the approval of the Board of Directors, which approval will not be
unreasonably withheld; 3) not to solicit proxies, directly or indirectly, or
become a participant or engage in a solicitation with respect to any matter not
recommended or approved by the Corporation or do any of the foregoing on behalf
of any nominee for election as a director who is not supported or was not
nominated by the Corporation; 4) not to, directly or indirectly, submit or
encourage the submission of any nomination for election as director or any
stockholder proposal for business at a meeting of the Corporation's
stockholders; 5) to vote all shares beneficially owned in favor of any proposal
or nominee for election as director submitted by the Corporation, against any
proposal or nominee for election as director opposed by the Corporation, and in
accordance with the recommendation of the Corporation on procedural matters; 6)
except as otherwise required by Mr. Gould's fiduciary duty as a director, not to
join with or assist any person in opposing, or make any statement in opposition
to, any proposal or director nomination submitted by the Corporation to
shareholders or supporting in any way any proposal submitted to a vote of the
Corporation's stockholders that is opposed by the Corporation. Notwithstanding
the provisions of this Section 6, in the event that a proposal not involving,
(a) the sale or merger of the Corporation (or the solicitation of bids or the
hiring of an investment banker to explore methods to maximize shareholder value
or similar proposals), (b) the hiring of an investment banker or the
establishment of a committee or other mechanism to explore the Corporation's
strategic options, or (c) the election of directors, is introduced for
consideration at a shareholder meeting and such proposal is not approved by the
Corporation's Board of Directors, then Mr. Gould and his group may vote their
shares for such proposal in the same proportion as the number of votes otherwise
cast for the proposal bears to the number of shares voted with respect to the
proposal; 7) not to vote, directly or indirectly, for any nominee for election
to the board other than those nominated or supported by the Corporation; 8) not
to directly or indirectly solicit or initiate any communication regarding any
acquisition offers for the Corporation; 9) not to, directly or indirectly,
engage in any litigation
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with the Corporation except as may occur in the ordinary course of business;
10) not to provide any funds, services or facilities to any person to effect any
of the foregoing prohibited activities; and 11) not to deposit any of their
shares into a voting trust or enter into a voting agreement or other similar
arrangement regarding their shares of the Corporation.
The agreement expires on March 31, 2002.
Yonkers Financial Corporation was organized in 1995 as the holding company
for The Yonkers Savings and Loan Association, F.A. Yonkers Savings serves the
financial needs of communities in its market area through four traditional
retail offices and one lending center located in Yonkers, New York and five
in-store branches, located in Wappingers Falls, Yorktown Heights, Mt. Vernon,
Cortlandt Manor and Poughkeepsie, New York.
At December 31, 1999 the Company had consolidated total assets of $506.2
million and stockholders' equity of $31.6 million.
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<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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