As filed with the Securities and Exchange Commission on February 3, 1999.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ridgewood Financial, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-3616280
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 North Broad Street
Ridgewood, New Jersey 07450
(201) 445-4000
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(Address of principal executive offices)
Ridgewood Savings Bank of New Jersey 401(k) Savings Plan in RSI Retirement Trust
--------------------------
(Full Title of the Plan)
Richard Fisch, Esq.
Ruel B. Pile, Esq.
Evan M. Seigel
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
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(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================
Title of Proposed Proposed Amount of
Securities to Amount to be Maximum Offering Maximum Offering Registration
be Registered(1) Registered(2) Price Per Share(3) Price (4) Fee
- ---------------- ------------- ------------------ ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock
$0.10 par value
per share 30,100 $10.1875 $306,644 $85.25
===========================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Ridgewood Savings Bank
of New Jersey 401(k) Savings Plan in RSI Retirement Trust (the "Plan"),
as described herein.
(2) Estimates the maximum number of shares expected to be issued under the
Plan assuming that all employer and employee contributions to the Plan
are used to purchase shares of Common Stock of Ridgewood Financial,
Inc. (the "Company") in the open market, together with an indeterminate
number of shares which may be necessary to adjust the number of
additional shares of Common Stock reserved for issuance pursuant to the
Plan and being registered herein, as the result of a stock split, stock
dividend, reclassification, recapitalization, or similar adjustment(s)
of the Common Stock of the Company.
(3) Estimated solely for the purpose of calculating the registration fee
and calculated pursuant to Rule 457(c) based on maximum purchase price
of $10.1875 per share of the Common Stock of the Company, as currently
offered to the public.
(4) Estimated based on (2) and (3) above.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 30,100
shares of Common Stock, $0.10 par value per share, of Ridgewood Financial, Inc.
(the "Company") reserved for issuance and delivery under the Ridgewood Savings
Bank of New Jersey 401(k) Savings Plan in RSI Retirement Trust (the "Plan").
Documents containing the information required by Part I of this Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on
Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ------
The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on December 8, 1998 and,
accordingly, will be filing periodic reports and other information with the
Commission. Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference Section, Room 1024,
450 Fifth Street, N.W., Washington, D.C.
20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(i) The Company's Registration Statement on Form SB-2 (No. 333-62363)
filed with the Commission on August 27, 1998 and amendments thereto;
(ii) The Company's Prospectus dated November 12, 1998;
(iii) The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1998 as filed with the Commission on December 28, 1998; and
(iv) The Company's Registration Statement on Form 8-A as filed with the
Commission on December 8, 1998.
All documents subsequently filed by the Company and the Plan pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
as amended, after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
<PAGE>
Item 4. Description of Securities.
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Not Applicable
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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Section 14A:3-5 of the New Jersey Business Corporation Act (the "Act")
describes those circumstances under which directors, officers, employees and
agents of the registrant may be insured or indemnified against liability which
they may incur in their capacities as such.
The certificate of incorporation of the registrant (the "Certificate")
attached as Exhibit 3(i) hereto, requires indemnification of directors,
officers, employees or agents of the registrant to the full extent permissible
under New Jersey law.
The registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the registrant
or is or was serving at the request of the registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity, or arising out of such person's status as
such, whether or not the registrant would have the power to indemnify such
person against such liability under the provisions of the Act or of the
Certificate.
The Company has in force a Directors and Officers Liability Policy
underwritten by Fidelity & Deposit Co. with a $2,000,000 aggregate limit of
liability and an aggregate deductible of $25,000 per loss both for claims
directly against officers and directors and for claims where the Company is
required to indemnify directors and officers.
Item 7. Exemption from Registration Claimed.
- ------
Not Applicable
Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
In lieu of an opinion of counsel concerning the Plan's compliance with
the requirements of ERISA, the Company hereby undertakes that it has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan.
Item 9. Undertakings.
- ------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement; and
<PAGE>
(i) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
4.1 Description of plan provisions for the Ridgewood Savings Bank of New Jersey
401(k) Savings Plan in RSI Trust
5.1 Favorable determination letter dated December 24, 1997, confirming that the
Plan is qualified under Section 401 of the Internal Revenue Code of 1986,
as amended
23.1 Consent of Independent Certified Public Accountants
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Ridgewood, New Jersey, on February 1, 1999.
RIDGEWOOD FINANCIAL, INC.
By:/s/Susan E. Naruk
-----------------------------------------------
Susan E. Naruk
President, Director and Chief Executive Officer
(Duly Authorized Representative)
We the undersigned directors and officers of Ridgewood Financial, Inc.
do hereby severally constitute and appoint Susan E. Naruk our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute all instruments for us and in our
names in the capacities indicated below which said Susan E. Naruk may deem
necessary or advisable to enable Ridgewood Financial, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the registration
statement on Form S-8 relating to the Ridgewood Savings Bank of New Jersey
401(k) Savings Plan in RSI Retirement Trust, as amended including specifically
but not limited to, power and authority to sign for us or any of us, in our
names in the capacities indicated below, the registration statement and any and
all amendments (including post-effective amendments) thereto; and we hereby
ratify and confirm all that Susan E. Naruk shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated as of February 1, 1999.
By:/s/Susan E. Naruk By:/s/Bernard J. Hoogland
-------------------------------- --------------------------------
Susan E. Naruk Bernard J. Hoogland
President, Director and Chief Director
Executive Officer
By:/s/Nelson Fiordalisi By:
-------------------------------- --------------------------------
Nelson Fiordalisi John Kandravy
Executive Vice President, Director Director
and Chief Operating Officer
By:/s/John Scognamiglio By:
-------------------------------- --------------------------------
John Scognamiglio Robert S. Monteith
Senior Vice President, Chief Director
Financial and Accounting Officer
and Accounting Officer
By: By: /s/John J. Repetto
-------------------------------- --------------------------------
Michael W. Azzara John J. Repetto
Director Director
By:/s/Jerome Goodman By:
-------------------------------- --------------------------------
Jerome Goodman Paul W. Thornwall
Director Director
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator of the Ridgewood Savings Bank of New Jersey 401(k) Savings Plan in
RSI Retirement Trust has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Ridgewood, State of New Jersey, on this 1st day of February, 1999.
Ridgewood Savings Bank of New Jersey 401(k)
Savings Plan in RSI Retirement Trust
By /s/John Scognamiglio
----------------------
As Plan Administrator on behalf of
Ridgewood Savings Bank of New Jersey
RIDGEWOOD SAVINGS BANK OF NEW JERSEY
401(k) SAVINGS PLAN IN RSI RETIREMENT TRUST
DESCRIPTION OF PLAN PROVISIONS
<PAGE>
TABLE OF CONTENTS
General.......................................................................1
Eligibility and Participation.................................................1
Contributions and Benefits Under the Plan.....................................1
Limitations on Contributions..................................................2
Benefits Under the Plan.......................................................4
Withdrawals and Distributions From the Plan...................................4
Administration of the Plan....................................................6
Reports to Plan Participants..................................................6
Plan Administrator............................................................6
Amendment and Termination.....................................................7
Merger, Consolidation or Transfer.............................................7
Federal Income Tax Consequences...............................................7
ERISA and Other Qualifications...............................................10
<PAGE>
General
The Ridgewood Savings Bank of New Jersey 401(k) Savings Plan in RSI
Retirement Trust (the "Plan") was initially established by Ridgewood Savings
Bank of New Jersey (the "Bank") on September 1, 1988 and was restated and
amended on January 15, 1996. The Plan is a deferred compensation arrangement
established in accordance with the requirements under Section 401(a) and Section
401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan
has received a determination letter from the Internal Revenue Service (the
"IRS") that the Plan is qualified under Section 401(a) of the Code, and that its
related trust is qualified under Section 501(a) of the Code. The Bank intends
that the Plan, in operation, will comply with the requirements under Section
401(a) and Section 401(k) of the Code. The Bank intends to adopt any amendments
to the Plan that may be necessary to ensure the continued qualified status of
the Plan under the Code and applicable Treasury Regulations. Any terms
capitalized refer to definitions in the Plan.
Employee Retirement Income Security Act. The Plan is an "individual
account plan" other than a "money purchase pension plan" within the meaning of
ERISA. As such, the Plan is subject to all of the provisions of Title I
(Protection of Employee Benefit Rights) and Title II (Amendments to the Internal
Revenue Code Relating to Retirement Plans) of ERISA, except the funding
requirements contained in Part 3 of Title I of ERISA which by their terms do not
apply to an individual account plan (other than a money purchase plan). The Plan
is not subject to Title IV (Plan Termination Insurance) of ERISA. Neither the
funding requirements contained in Part 3 of Title I of ERISA nor the plan
termination insurance provisions contained in Title IV of ERISA will be extended
to Participants (as defined below) or beneficiaries under the Plan.
APPLICABLE FEDERAL LAW REQUIRES THE PLAN TO IMPOSE SUBSTANTIAL
RESTRICTIONS ON THE RIGHT OF A PLAN PARTICIPANT TO WITHDRAW AMOUNTS HELD FOR HIS
OR HER BENEFIT UNDER THE PLAN PRIOR TO THE PARTICIPANT'S TERMINATION OF
EMPLOYMENT WITH THE BANK. A SUBSTANTIAL FEDERAL TAX PENALTY MAY ALSO BE IMPOSED
ON WITHDRAWALS MADE PRIOR TO THE PARTICIPANT'S ATTAINMENT OF AGE 59-1/2,
REGARDLESS OF WHETHER SUCH A WITHDRAWAL OCCURS DURING HIS OR HER EMPLOYMENT WITH
THE BANK OR AFTER TERMINATION OF EMPLOYMENT.
Eligibility and Participation
All employees of the Bank are eligible to participate in the Plan on
the first day of the calendar month immediately following attainment of age 21
and completion of one Period of Service with the Bank. As of December 31, 1997,
there were approximately 30 employees eligible to participate in the Plan and 30
employees had elected to participate in the Plan.
Contributions and Benefits Under the Plan
401(k) Plan Contributions. Each Participant is permitted to elect to
reduce his or her compensation (as defined below) pursuant to a "Compensation
Reduction Agreement" by an amount not less than 1% and not more than 18% and
have that amount ("Elective Deferral") contributed to the Plan on such
Participant's behalf. Changes in the level of such Elective Deferrals may be
made to be effective as of the first day of a payroll period. Participants may
suspend such Elective Deferrals by completing a form to suspend future Elective
Deferrals. Elective Deferrals are credited to the Participant's "Before Tax
Contribution Account." Only once in any calendar quarter may an election be made
which would
1
<PAGE>
prospectively increase, decrease, suspend or resume Basic Contributions made on
behalf of a Participant. "Compensation" under the Plan generally means a
Participant's wages, salary, fees and other amounts received for personal
services actually rendered in the course of employment with the Bank for the
calendar year, prior to any reduction pursuant to a Compensation Reduction
Agreement. Commencing with the initial Plan Year, the annual compensation of
each Participant taken into account under the Plan was limited to $200,000
(adjusted for increases in the cost of living as permitted by the Code). For
Plan Years commencing after December 31, 1998, such Plan limit is $160,000,
subject to adjustments in accordance with the Code.
Matching Contributions. At its sole discretion, the Bank may contribute
a Matching Contribution in addition to each Participant's Elective Deferral of
50% of the Participant's Elective Deferral, up to a maximum of 2% of the
Participant's Compensation. Such Matching Contributions are discretionary and
are subject to revision by the Bank from time to time. Matching Contributions
shall be subject to the applicable vesting schedule noted hereinafter.
Special Contributions. In addition to any other contributions, the Bank
may, in its discretion, make Special Contributions for a Plan Year, to the
Before Tax Contribution Account of any employee of the Bank who is eligible to
participate in the Plan ("Eligible Employee"). Such Special Contributions may be
limited to the amount necessary to ensure that the Plan complies with the
requirements of Code Section 401(k). No Matching Contributions shall be made
with respect to any Special Contributions.
Discretionary Employer Contributions. Subject to the limitation of Code
Section 415, the Bank may, in its sole and absolute discretion, make
Discretionary Employer Contributions to the Plan for a Plan Year. Discretionary
Employer Contributions shall be in an amount determined by the Bank's Board of
Directors between 0% and 15% of the Compensation of Eligible Employees who are
in the employ of the Bank on the last day of the Plan Year.
Rollover Contributions. Subject to the terms and conditions set forth
in the Plan, an employee of the Bank, whether or not a Participant, may
contribute a Rollover Contribution to the Plan; provided, however, that such
employee shall submit a written certification, in form and substance
satisfactory to the Committee, that the contribution qualifies as a Rollover
Contribution. Rollover Contribution means (i) a contribution to the Plan of
money received by an employee from a qualified plan, or (ii) a contribution to
the Plan of money transferred directly from another qualified plan on behalf of
the employee, which the Code permits to be rolled over into the Plan.
Limitations on Contributions
Limitations on Annual Additions and Benefits. Pursuant to the
requirements of the Code, the Plan provides that the amount of contributions and
forfeitures allocated to each Participant's Before Tax Contribution Account
during any Plan Year may not exceed the lesser of 25% of the Participant's ss.
415 Compensation for the Plan Year or $30,000 (adjusted for increases in the
cost of living as permitted by the Code). A Participant's ss. 415 Compensation
is a Participant's Compensation, excluding any employer contribution to the Plan
or to any other plan or deferred compensation or any distributions from a plan
or deferred compensation. In addition, annual additions are limited to the
extent necessary to prevent the limitations for the combined plans of the Bank
from being exceeded. To the extent that these limitations would be exceeded by
reason of excess annual additions with respect to a Participant, such excess
will be disposed of as follows:
2
<PAGE>
(i) Any excess amount in the Participant's Account will be
used to reduce the deferral contributions for such Participant in the
next Limitation Year, and each succeeding Limitation Year if necessary;
and
(ii) If an excess amount still exists, and the Participant is
not covered by the Plan at the end of the Limitation Year, the excess
amount will be held unallocated in a suspense account which will then
be applied to reduce future Bank contributions for all remaining
Participants in the next Limitation Year, and each succeeding
Limitation Year if necessary.
Limitation on 401(k) Plan Contributions. The amount of a Participant's
Elective Deferrals (when aggregated with any elective deferrals of the
Participant under a simplified employee pension plan or a tax-deferred annuity),
on an annual basis, may not exceed $10,000 adjusted for increases in the cost of
living as permitted by the Code. Contributions in excess of this limitation
("excess deferrals") will be included in the Participant's gross income for
federal income tax purposes in the year they are made. In addition, any such
excess deferral will again be subject to federal income tax when distributed by
the Plan to the Participant, unless the excess deferral (together with any
income allocable thereto) is distributed to the Participant not later than the
first April 15th following the close of the taxable year in which the excess
deferral is made. Any income on the excess deferral that is distributed not
later than such date shall be treated, for federal income tax purposes, as
earned and received by the Participant in the taxable year in which the excess
deferral is made.
Limitation on Plan Contributions for Highly Compensated Employees.
Section 401(k) of the Code limits the amount of Elective Deferrals that may be
made to the Plan in any Plan Year on behalf of Highly Compensated Employees
(defined below) in relation to the amount of Elective Deferrals made by or on
behalf of all other employees eligible to participate in the Plan. Specifically,
the actual deferral percentage (i.e., the average of the ratios, calculated
separately for each eligible employee in each group, by dividing the amount of
Elective Deferrals credited to the Before Tax Contribution Account of such
eligible employee by such eligible employee's compensation for the Plan Year) of
the Highly Compensated Employees may not exceed the greater of (i) 125% of the
actual deferral percentage of all other eligible employees, or (ii) the lesser
of (a) 200% of the actual deferral percentage of all other eligible employees,
or (b) the actual deferral percentage of all other eligible employees plus two
percentage points.
In general, a Highly Compensated Employee includes any employee who,
during the Plan Year (1) was a 5% owner (i.e., owns directly or indirectly more
than 5% of the stock of an employer, or stock possessing more than 5% of the
total combined voting power of all stock of an employer) or, (2) received
Compensation from an employer for the preceding year in excess of $80,000 and,
if the employer so elects, was in the top 20% of employees by Compensation for
such year.
In order to prevent the disqualification of the Plan, any amount
contributed by Highly Compensated Employees that exceed the average deferral
limitation in any Plan Year ("excess contributions"), together with any income
allocable thereto, must be distributed to such Highly Compensated Employees
before the close of the following Plan Year. However, the Bank will be subject
to a 10% excise tax on any excess contributions unless such excess
contributions, together with any income allocable thereto, either are
recharacterized or are distributed before the close of the first 2 1/2 months
following the Plan Year to which such excess contributions relate.
3
<PAGE>
Top-Heavy Plan Requirements. If for any Plan Year the Plan is a
Top-Heavy Plan (as defined below), then (i) the Bank may be required to make
certain minimum contributions to the Plan on behalf of non-key employees (as
defined below), and (ii) certain additional restrictions would apply with
respect to the combination of annual additions to the Plan and projected annual
benefits under any defined benefit plan maintained by the Bank.
In general, the Plan will be regarded as a "Top-Heavy Plan" for any
Plan Year if, as of the last day of the preceding Plan Year, the aggregate
balance of the Accounts of Participants who are Key Employees exceeds 60% of the
aggregate balance of the Accounts of all Participants. Key Employees generally
include any employee who, at any time during the Plan Year or any of the four
preceding Plan Years, is (1) an officer of the Bank having annual compensation
in excess of $65,000 who is in an administrative or policy-making capacity, (2)
one of the ten employees having annual compensation in excess of $30,000 and
owning, directly or indirectly, the largest interests in the Company, (3) a 5%
owner of the Company, (i.e., owns directly or indirectly more than 5% of the
stock of the Company, or stock possessing more than 5% of the total combined
voting power of all stock of the Company) or (4) a 1% owner of the Company
having annual compensation in excess of $160,000.
Benefits Under the Plan
Vesting. A Participant, at all times, has a fully vested,
nonforfeitable interest in his or her Before Tax Contribution Account, Rollover
Contribution Account, Matching Contribution Account, and Discretionary Employer
Contribution Account and the earnings thereon under the Plan. Special
Contributions are 100% nonforfeitable when made and are not distributable to
Participants or their beneficiaries until the earliest of (i) the Participant's
death, disability, or separation of service for other reasons, (ii) the
Participant's attainment of age 59-1/2, or (iii) termination of the Plan.
Withdrawals and Distributions From the Plan
Non-Hardship Withdrawals Prior to Termination of Employment. Subject to
the terms and conditions of the Plan, upon 10 days prior written notice to the
Committee each Participant who has attained age 59-1/2 or each employee who has
attained age 59-1/2 and who solely maintains a Rollover Contribution Account,
shall be entitled to withdraw all or any portion of his or her Account, but not
more often than once during any Plan Year. Withdrawals may subject the
Participant to significant tax liability on such withdrawn amounts. See "Federal
Income Tax Consequences" herein.
Hardship Withdrawals Prior to Termination of Employment. A Participant
may make a withdrawal from his Before Tax Contribution Account subject to the
hardship distribution rules under the Plan, but not more than once in any Plan
Year. These requirements insure that Participants have a true financial need
before a withdrawal may be made. Withdrawals may subject the Participant to
significant tax liability on such withdrawn amounts. See "Federal Income Tax
Consequences" herein.
Loans From Participant Account. A Participant may borrow from his or
her Account any amount between $1,000 and $50,000, (reduced by the highest
outstanding loan balance(s) from the Plan during the preceding 12 months).
However, in no event may a Participant borrow more than 50% of the Participant's
total account balance.
Only one loan shall be outstanding to any Participant at any time. The
amount of the loan shall be distributed from the investment accounts in which
the Participant's Accounts are invested in the
4
<PAGE>
following order of priority: (i) Before Tax Contribution Accounts; (ii) Rollover
Contribution Account; (iii) Matching Contribution Account; and (iv)
Discretionary Employer Contribution Account. Distributions from each of the
foregoing Accounts shall be made on a pro rata basis among the investment
accounts previously selected by the Participant. An outstanding loan will not
affect a Participant's right to continue making or receiving contributions.
All loans shall be for a fixed term of not more than 5 years, except
that a loan which shall be used to acquire any dwelling which within a
reasonable time is to be used as the principal residence of the Participant,
may, in the discretion of the Committee, be made for a term of not more than 15
years. Interest on a loan shall be based on a reasonable rate of interest. Such
rate shall be the "prime rate" as set forth in the first publication of The Wall
Street Journal issued during the month in which the Participant requests the
loan, rounded to the nearest quarter of one percent (1/4 of 1%), increased by
one (1) percentage point. Such rate shall remain in effect until the outstanding
loan is completely repaid. A Participant may prepay his or her entire loan, plus
all interest accrued and unpaid thereon, as of any valuation date.
In the event the Plan is terminated, the entire unpaid principal amount
of the loan hereunder, together with any accrued and unpaid interest thereon,
shall become immediately due and payable.
If a Participant fails to make any payment on any loan when due, the
entire unpaid principal amount of such loan, together with any accrued and
unpaid interest thereon, shall be deemed in default and become due and payable
90 days after the initial date of payment delinquency. If a Participant fails to
make any payment on a loan and is deemed to be in default, the Committee shall
establish a lien against the Participant's Accounts in an amount equal to any
unpaid principal and interest. The lien shall be foreclosed by applying the
value of the Participant's loan (determined as of the next valuation date
immediately following foreclosure) in satisfaction of said unpaid principal and
interest.
Distribution Upon Retirement, Disability or Termination of Employment.
Payment of benefits to a Participant who retires, incurs a disability, or
otherwise terminates employment for reasons other than death, shall be made in
the form of a lump sum cash payment or installment payments not to exceed the
life expectancy of the Participant and the Participant's Beneficiary. At the
discretion of the Plan Administrator, the distribution may include an in kind
distribution of Common Stock of the Company credited to the Participant's
Account related to investment in the Employer Stock Fund. Benefit payments
ordinarily shall be made unless the Participant elects otherwise in accordance
with the Plan. In no event shall the payment of benefits commence later than the
60th day after the close of the Plan Year in which the latest of the following
events occur: (i) the attainment by the Participant of age 65, (ii) the 10th
anniversary of the year in which the Participant commenced participation in the
Plan, or (iii) the termination of the Participant's employment with the
Employer. In no event shall benefit payments be made later than the April 1
following the calendar year in which the Participant attains age 70 1/2 or
retires. However, if the vested portion of the Participant's Account balances
exceeds $5,000, no distribution shall be made from the Plan prior to the
Participant's attaining age 65 unless the Participant consents to an earlier
distribution. Special restrictions apply to the distribution of Common Stock of
the Bank to those Participants who are officers, directors and 10% shareholders
of the Company who are subject to the provisions of Section 16(b) of the 1934
Act.
Distribution Upon Death. A Participant who dies prior to the benefit
commencement date for retirement, disability or termination of employment, and
who has a surviving spouse shall have such benefits paid to the surviving spouse
in a lump sum as soon as practicable following the date of his or
5
<PAGE>
her death, or if the payment of his and her benefit had commenced before death,
in accordance with the distribution method in effect at death. With respect to
an unmarried Participant, and in the case of a married Participant with spousal
consent to the designation of another beneficiary, payment of benefits to the
beneficiary of a deceased Participant shall be made in the form of a lump-sum
payment in cash, or, if the payment of his or her benefit had commenced before
death, in accordance with the distribution method in effect at death.
Nonalienation of Benefits. Except with respect to federal income tax
withholding and as provided with respect to a qualified domestic relations order
(as defined in the Code), benefits payable under the Plan shall not be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind, either
voluntary or involuntary, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to
benefits payable under the Plan shall be void.
Administration of the Plan
The Bank administers the Plan. The Bank has delegated general plan
administrative responsibility to Mr. John Scognamiglio, Senior Vice President
and Chief Financial Officer of the Bank. The address of the Plan Administrator
is: 55 North Broad Street, Ridgewood, New Jersey 07450.
RS Group Trust Company will serve as trustee with respect to the
Employer Stock Fund. The amounts invested in the other investment funds
available under the Plan are held by the RSI Retirement Trust, which maintains
its own trustees (the trustees of the Employer Stock Fund and the RSI Retirement
Trust are collectively referred to herein as the "Trustee"). The Trustee
receives and holds the contributions to the Plan in trust and distributes them
to Participants and beneficiaries in accordance with the terms of the Plan and
the directions of the Plan Administrator. The Trustee is responsible for
investment of the assets of the Trust. The current address of the RSI Retirement
Trust is 317 Madison Avenue, New York, New York 10017-5397 (telephone no.
212-503-0100). The current address of RS Group Trust Company is 295 Forest
Avenue, #610, P.O. Box 9715, Portland, Maine 04104-5015 (telephone no.
207-775-6200).
Reports to Plan Participants
The Plan Administrator will furnish to each Participant a statement at
least quarterly showing (i) the balance in the Participant's Account as of the
end of that period, (ii) the amount of contributions allocated to the
Participant's Account for that period, and (iii) the adjustments to such
Participant's Account to reflect earnings or losses (if any). Participants
investing in the Employer Stock Fund shall also receive a copy of the Company's
Annual Report to Stockholders and a proxy statement related to the Company's
stockholder meetings.
Plan Administrator
Pursuant to the terms of the Plan, the Plan is administered by an
Employee Benefits Committee consisting of one or more persons who are appointed
by and who serve at the pleasure of the Bank (the "Committee"). Presently, the
Committee consists of Mr. Scognamiglio, Robert Monteith and Bernard Hoogland.
The address and telephone number of the Committee is the same as that of the
Bank. The Committee is responsible for the administration of the Plan,
interpretation of the provisions of the Plan, prescribing procedures for filing
applications for benefits, preparation and distribution of information
6
<PAGE>
explaining the Plan, maintenance of plan records, books of account and all other
data necessary for the proper administration of the Plan, and preparation and
filing of all returns and reports relating to the Plan which are required to be
filed with the U.S. Department of Labor and the IRS, and for all disclosures
required to be made to Participants, beneficiaries and others under Sections 104
and 105 of ERISA.
Amendment and Termination
It is the intention of the Bank to continue the Plan indefinitely.
Nevertheless, the Bank within its sole discretion may terminate the Plan at any
time. The Bank reserves the right to make, from time to time, any amendment or
amendments to the Plan that do not cause any part of the Trust to be used for,
or diverted to, any purpose other than the exclusive benefit of Participants or
their beneficiaries; provided, however, that the Bank may make any amendment it
determines necessary or desirable, with or without retroactive effect, to comply
with ERISA.
Merger, Consolidation or Transfer
In the event of the merger or consolidation of the Plan with another
plan, or the transfer of the Trust assets to another plan, the Plan requires
that each Participant would (if either the Plan or the other plan then
terminated) receive a benefit immediately after the merger, consolidation or
transfer that is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).
Federal Income Tax Consequences
The following discussion is only a brief summary of certain federal
income tax aspects of the Plan which are of general application under the Code
and is not intended to be a complete or definitive description of the federal
income tax consequences of participating in or receiving distributions from the
Plan. The summary is necessarily general in nature and does not purport to be
complete. Moreover, statutory provisions are subject to change, as are their
interpretations, and their application may vary in individual circumstances.
Finally, the consequences under applicable state and local income tax laws may
not be the same as under the federal income tax laws. Participants are urged to
consult their tax advisors with respect to any distribution from the Plan and
transactions involving the Plan.
The Plan has been submitted to the IRS for a determination that it is
qualified under Section 401(a) and 401(k) of the Code, and that the related
Trust is exempt from tax under Section 501(a) of the Code. A plan that is
"qualified" under these sections of the Code is afforded special tax treatment
which include the following: (1) The sponsoring employer is allowed an immediate
tax deduction for the amount contributed to the Plan each year; (2) Participants
pay no current income tax on amounts contributed by the sponsoring employer on
their behalf; and (3) earnings of the plan are tax-exempt thereby permitting the
tax-free accumulation of income and gains on investments. The Plan will be
administered to comply in operation with the requirements of the Code as of the
applicable effective date of any change in the law. The Bank expects to timely
adopt any amendments to the Plan that may be necessary to maintain the qualified
status of the Plan under the Code.
Assuming that the Plan is administered in accordance with the
requirements of the Code, participation in the Plan under existing federal
income tax laws will have the following effects:
7
<PAGE>
(a) Amounts contributed to a Participant's Before Tax
Contribution Account and the investment earnings on this Account are
not includable in a Participant's federal taxable income until such
contributions or earnings are actually distributed or withdrawn from
the Plan. Special tax treatment may apply to the taxable portion of any
distribution that includes Common Stock or qualifies as a Lump Sum
Distribution (as described below).
(b) Income earned on assets held by the Trust will not be
taxable to the Trust.
Lump Sum Distribution. A distribution from the Plan to a Participant or
the beneficiary of a Participant will qualify as a Lump Sum Distribution if it
is made: (i) within one taxable year of the Participant or beneficiary; (ii) on
account of the Participant's death, disability or separation from service, or
after the Participant attains age 59-1/2; and (iii) consists of the balance to
the credit of the Participant under this Plan and all other profit sharing
plans, if any, maintained by the Bank. The portion of any Lump Sum Distribution
that is required to be included in the Participant's or beneficiary's taxable
income for federal income tax purposes (the "total taxable amount") consists of
the entire amount of such Lump Sum Distribution less the amount of after-tax
contributions, if any, made by the Participant to any other profit sharing plans
maintained by the Bank which is included in such distribution.
Averaging Rules. The portion of the total taxable amount of a Lump Sum
Distribution that is attributable to participation in this Plan or in any other
profit-sharing plan maintained by the Bank (the "ordinary income portion") will
be taxable generally as ordinary income for federal income tax purposes.
However, a Participant who has completed at least five years of participation in
this Plan before the taxable year in which the distribution is made, or a
beneficiary who receives a Lump Sum Distribution on account of the Participant's
death (regardless of the period of the Participant's participation in this Plan
or any other profit-sharing plan maintained by an employer), may elect to have
the ordinary income portion of such Lump Sum Distribution taxed according to a
special averaging rule ("five-year averaging"). The election of the special
averaging rules may apply only to one Lump Sum Distribution received by the
Participant or beneficiary, provided such amount is received on or after the
Participant turns 59-1/2 and the recipient elects to have any other Lump Sum
Distribution from a qualified plan received in the same taxable year taxed under
the special averaging rule. Under a special grandfather rule, individuals who
turned 50 by 1986 may elect to have their Lump Sum Distribution taxed under
either the five-year averaging rule or under the prior law ten-year averaging
rule. Such individuals also may elect to have that portion of the Lump Sum
Distribution attributable to the participant's pre-1974 participation in the
Plan taxed at a flat 20% rate as gain from the sale of a capital asset.
Common Stock Included in Lump Sum Distribution. If a Lump Sum
Distribution includes Common Stock, the distribution generally will be taxed in
the manner described above, except that the total taxable amount will be reduced
by the amount of any net unrealized appreciation with respect to such Common
Stock (i.e., the excess of the value of such Common Stock at the time of the
distribution over its cost to the Plan). The tax basis of such Common Stock to
the Participant or beneficiary for purposes of computing gain or loss on its
subsequent sale will be the value of the Common Stock at the time of
distribution less the amount of net unrealized appreciation. Any gain on a
subsequent sale or other taxable disposition of such Common Stock to the extent
of the amount of net unrealized appreciation at the time of distribution will be
considered either short-term capital gain or long-term capital gain depending on
the length of the holding period of such Common Stock. The recipient of a
distribution may elect to include the amount of any net unrealized appreciation
in the total taxable amount of such distribution to the extent allowed by the
Treasury Regulations.
8
<PAGE>
Contribution to Another Qualified Plan or to an IRA. A Participant may
defer federal income taxation of all or any portion of the total taxable amount
of a Lump Sum Distribution (including the proceeds from the sale of any Common
Stock included in the Lump Sum Distribution) to the extent that such amount, or
a portion thereof, is contributed, within sixty days after the date of its
receipt by the Participant, to another qualified plan or to an individual
retirement account ("IRA"). If less than the total taxable amount of a Lump Sum
Distribution is contributed to another qualified plan or to an IRA within the
applicable 60 day period, the amount not so contributed must be included in the
Participant's income for federal income tax purposes and will not be eligible
for the special averaging rules or for capital gains treatment. Additionally, a
Participant may defer the federal income taxation of any portion of an amount
distributed from the Plan on account of the Participant's death, disability or
separation from service, generally, if the amount is distributed within one
taxable year of the Participant, is equal to at least 50% of the balance of the
Participant's Account and such amount is contributed, within 60 days after the
date of its receipt by the Participant, to an IRA. Following the partial
distribution of a Participant's Account, any remaining balance under the Plan
(and the balance to the credit of the Participant under any other profit sharing
plan sponsored by the Bank) will not be eligible for the special averaging rules
or for capital gains treatment. The beneficiary of a Participant who is the
Participant's surviving spouse may also defer federal income taxation of all or
any portion of a distribution from the Plan to the extent that such amount, or a
portion thereof, is contributed, within 60 days after the date of its receipt by
the surviving spouse, to an IRA. If all or any portion of the total taxable
amount of a Lump Sum Distribution is contributed by the surviving spouse of a
Participant to an IRA within the applicable 60-day period, any subsequent
distribution from the IRA will not be eligible for the special averaging rules
or for capital gains treatment. Any amount received by the Participant's
surviving spouse that is not contributed to another qualified plan or to an IRA
within the applicable 60 day period, and any amount received by a non-spouse
beneficiary will be included in such beneficiary's income for federal tax
purposes in the year in which it is received.
A payment from the Plan that is eligible for "rollover" can be taken in
two ways. You can have all or any portion of your payment either 1) PAID IN A
"DIRECT ROLLOVER" or 2) PAID TO YOU. A rollover is a payment of your Plan
benefits to your IRA or to another employer plan. This choice will affect the
Federal tax you owe.
If you choose a DIRECT ROLLOVER
* Your payment will not be taxed in the current year and no income
tax will be withheld.
* Your payment will be made directly to your IRA or, if you choose,
to another employer plan that accepts your rollover.
* Your payment will be taxed later when you take it out of the IRA
or the employer plan.
If you choose to have your Plan benefit PAID TO YOU
* You will receive only 80% of the payment, because the plan
administrator is required to withhold 20% of the payment and send
it to the IRS as income tax withholding to be credited against
your taxes.
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<PAGE>
* Your payment will be taxed in the current year unless you roll it
over. You may be able to use special tax rules that could reduce
the tax you owe. However, if you receive the payment before age
59-1/2, you also may have to pay an additional 10% tax.
* You can roll over the payment by paying it to your IRA or to
another employer plan that accepts your rollover within 60 days
of receiving the payment. The amount rolled over will not be
taxed until you take it out of the IRA or employer plan.
* If you want to roll over 100% of the payment to an IRA or an
employer plan, you must find other money to replace the 20% that
was withheld. If you roll over only the 80% that you received,
you will be taxed on the 20% that was withheld and that is not
rolled over.
Additional Tax on Early Distributions. A Participant who receives a
distribution from the Plan prior to attaining age 59-1/2 will be subject to an
additional income tax equal to 10% of the taxable amount of the distribution.
The 10% additional income tax will not apply, however, to the extent the
distribution is rolled over into an IRA or another qualified plan or the
distribution is (i) made to a beneficiary (or to the estate of the Participant)
on or after the death of the Participant, (ii) attributable to the Participant's
being disabled within the meaning of Section 72(m)(7) of the Code, (iii) part of
a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Participant or the joint
lives (or joint life expectancies) of the Participant and his beneficiary, (iv)
made to the Participant after separation from service on account of early
retirement under the Plan after attainment of age 55, (v) made to pay medical
expenses to the extent deductible for federal income tax purposes, (vi) pursuant
to a qualified domestic relations order, or (vii) made to effect the
distribution of excess contributions or excess deferrals.
The foregoing is only a brief summary of certain federal income tax
aspects of the Plan which are of general application under the Code and is not
intended to be a complete or definitive description of the federal income tax
consequences of participating in or receiving distributions from the Plan.
Accordingly, each Participant is urged to consult a tax advisor concerning the
federal, state, and local tax consequences of participating in and receiving
distributions from the Plan.
ERISA and Other Qualifications
As noted above, the Plan is subject to certain provisions of ERISA and
has been submitted to the IRS for a determination that it is qualified under
Section 401(a) of the Code.
10
Internal Revenue Service Department of the Treasury
District Director Seq. Nr. 0022353
Cincinnati Service Center Letter 835 (DO/CG)
P. O. Box 2508
Cincinnati, OH 45201
Employer Identification Number:
Date: December 24, 1997 22-1232280
DLN:
17007259118007
Person to Contact:
CINDY PERRY
RIDGEWOOD SAVINGS BANK OF NEW Contact Telephone Number:
JERSEY (513) 241-5199
c/o RSI RETIREMENT TRUST Plan Name:
317 MADISON AVENUE 401K SAVINGS PLAN
NEW YORK, NY 10017-5397 Plan Number:
002
Dear Applicant:
We have made a favorable determination on your plan, identified above, based on
the information supplied. Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on its
effect in operation. (See section 1.401-1(b) (3) of the Income Tax Regulations.)
We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable determination
letter, points out some events that may affect the qualified status of your
employee retirement plan, and provides information on the reporting requirements
for your plan. It also describes some events that automatically nullify it.
It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal Revenue
Code. It is not a determination regarding the effect of other federal or local
statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated November 20, 1997. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401(b).
This determination letter is applicable for the amendment(s) adopted on December
16, 1996.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
<PAGE>
This plan satisfies the nondiscriminatory current availability requirements of
section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
Expect as otherwise specified this letter may not be relied upon with respect to
whether the plan satisfies the qualification requirements as amended by the
Uruguay Round Agreements Act, Pub. L. 103-465 and by the Small Business Job
Projection Act of 1996 (SBJPA), Pub. L. 104-108, other than the requirements of
Code Section 401(a)(26).
This letter considers the amendments required by the Tax Reform Act of 1986,
except as otherwise specified in this letter.
If you have questions concerning this matter, please contact the person whose
name and telephone number are shown above.
Sincerely yours,
/s/C. Ashley Bullard
--------------------------------
District Director
- 2 -
EXHIBIT 23.1
<PAGE>
INDEPENDENT ACCOUNTANTS' CONSENT
Board of Directors
Ridgewood Financial, Inc.
We consent to the incorporation by reference in this Registration
Statement on Form S-8 related to the Ridgewood Savings Bank of New Jersey 401(k)
Savings Plan in RSI Retirement Trust, as amended, of our report dated February
27, 1998, related to the statements of financial condition of Ridgewood Savings
Bank of New Jersey (the "Bank"), as of December 31, 1997 and 1996 and the
related statements of income, equity and cash flows for the years then ended,
included in the Company's Registration Statement on Form SB-2 (No. 333-62363)
filed with the Commission on August 27, 1998.
/s/KPMG LLP
----------------------------------
KPMG LLP
Short Hills, New Jersey
February 1, 1999
<PAGE>
INDEPENDENT ACCOUNTANTS' CONSENT
Board of Directors
Ridgewood Financial, Inc.
55 North Broad Street
Ridgewood, New Jersey 07450
We consent to the incorporation by reference in this Registration
Statement on Form S-8 related to the Ridgewood Savings Bank of New Jersey 401(k)
Savings Plan in RSI Retirement Trust, as amended of our report dated February
29, 1996, related to the consolidated financial statements of Ridgewood Savings
Bank of New Jersey (the "Bank"), included in the Registration Statement on Form
SB-2 (No. 333-62363) filed with the Commission on August 27, 1998 on behalf of
Ridgewood Financial, Inc.
/s/Dorfman Abrams Music, LLC
------------------------------
Dorfman Abrams Music, LLC
Fair Lawn, New Jersey
February 1, 1999
