SCHEDULE 14A
(Rule 14a-101)
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 14a6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material pursuant to Rule 14a-12
Ridgewood Financial, Inc.
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(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:
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(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
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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<PAGE>
RIDGEWOOD FINANCIAL, INC., ANNOUNCES FOURTH QUARTER
CASH DIVIDEND
Ridgewood, New Jersey -- October 26, 2000 -- Susan E. Naruk, President of
Ridgewood Financial, Inc. ("Ridgewood" or the "Company"), the holding company of
Ridgewood Savings Bank of New Jersey, (the "Bank"), announced today that on
October 23, 2000, Ridgewood Financial's Board of Directors declared a cash
dividend of $.04 per share to stockholders of record as of November 15, 2000 and
payable on December 1, 2000. This is the fourth consecutive quarterly cash
dividend paid by the Company since the Bank converted from mutual to stock form
as part of a mutual holding company reorganization in January, 1999.
"The staff, management and Board of Directors wish to thank our
shareholders and customers for their continuing support. Our local expansion
into the new headquarters branch and continuing merger discussions with both
Provident Savings Bank and Boiling Springs Savings Bank present new beginnings
in the new millennium which should be beneficial to our shareholders, our
depositors, our communities and our staff. We have already expanded our banking
products to include on-line and 24-hour telephone banking, immediately available
safe deposit boxes in all sizes, and the best small business checking account in
our area. Come in and see the new life the Bank has given to the local landmark
which was the former MacHugh building, including specially commissioned
paintings depicting favorite Ridgewood scenes."
On August 28, 2000, Ridgewood entered into a merger agreement to exchange
each share of Ridgewood common stock held by public shareholders for $15.00 in
cash with Provident Savings Bank, headquartered in Jersey City, New Jersey. The
merger agreement permits continuing payments of quarterly dividends. In
addition, as previously announced, on October 19, 2000, Ridgewood signed a
confidentiality agreement with Boiling Springs Savings allowing Ridgewood to
enter into good faith negotiations with Boiling Springs, headquartered in
Rutherford, New Jersey, regarding their non-binding proposal to exchange each
share of Ridgewood common stock held by public stockholders of Ridgewood for
$18.00 in cash.
Ridgewood may file a proxy statement and other relevant documents
concerning the Provident merger with the Securities and Exchange Commission
("SEC"). However, in the event that Ridgewood enters into a merger agreement
with another company, Ridgewood expects that it would file a proxy statement and
other relevant documents concerning such merger with the SEC. WE URGE INVESTORS
TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS AT THE TIME THEY
ARE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents when filed free of charge at the
SEC's website, www.sec.gov. In addition, documents filed with the SEC by
Ridgewood will be available free of charge from Ridgewood, Attn: Corporate
Secretary, 1124 East Ridgewood Avenue, Ridgewood, New Jersey 07450, telephone
(201) 445-4000. WHEN FILED, INVESTORS SHOULD READ THE PROXY STATEMENT CAREFULLY
BEFORE MAKING A DECISION CONCERNING THE MERGER.
Ridgewood and its directors and executive officers may be deemed to be
participants in the solicitation of proxies of Ridgewood stockholders to approve
the merger. Ridgewood's board of directors is composed of Susan E. Naruk, Nelson
Fiordalisi, Michael Azzara, Jerome Goodman, Bernard J. Hoogland, John Kandravy,
Robert S. Monteith, John J. Repetto, and Paul W. Thornwall. Collectively, the
directors and executive officers at Ridgewood may be deemed to beneficially own
approximately 5.4% of Ridgewood's common stock. This ownership information is as
of December 31, 1999.
The Bank is a New Jersey-chartered stock savings bank headquartered in
Ridgewood, New Jersey, and primarily serves northwestern Bergen County, New
Jersey. The Bank is wholly-owned by the Company, which has the majority of its
stock held by a state mutual savings bank holding company, Ridgewood Financial,
MHC. The Bank is a community and customer oriented financial institution
providing a full range of financial services to local individuals, families,
professionals and businesses. The Bank's deposits are federally insured by the
Federal Deposit Insurance Corporation.
The foregoing materials may contain forward-looking statements. We caution
that such statements may be subject to uncertainties and actual results could
differ materially and, therefore, investors should not place undue reliance on
any forward-looking statements. Ridgewood specifically disclaims any obligation
to publicly release the results of any revisions that may be made to any
forward-looking statements to reflect the occurrence of any events or
circumstances after the date of such statements.
The common stock of Ridgewood Financial, Inc. is traded on the National
Market of Nasdaq (symbol - RSBI).
Contact: Susan E. Naruk, President and CEO (201) 445-4000
Nelson Fiordalisi, EVP and COO (201) 445-4000
