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)
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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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(2) Aggregate number 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
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
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December 12, 2000 Susan E. Naruk, President and CEO
Nelson Fiordalisi, EVP and COO
Ridgewood Financial, Inc.
Ridgewood Savings Bank
(201) 445-4000
RIDGEWOOD SAVINGS BANK OF NEW JERSEY
ANNOUNCES APPROVAL OF PLAN OF MERGER WITH
BOILING SPRINGS SAVINGS BANK
Ridgewood, New Jersey -- Ridgewood Financial, Inc. and its wholly-owned
subsidiary Ridgewood Savings Bank of New Jersey, Ridgewood, New Jersey
("Ridgewood Bank") announced that its board of directors has approved an
Agreement and Plan of Merger (the "Agreement") with Boiling Springs Bancorp and
its wholly-owned subsidiary Boiling Springs Savings Bank, Rutherford, New Jersey
("Boiling Springs Bank"). In order to provide advance notice pursuant to an
agreement previously signed with Provident Savings Bank, Jersey City, New
Jersey, the parties anticipate that the Agreement will be signed and effective
on or about December 14, 2000. Boiling Springs is a New Jersey chartered mutual
savings bank which is wholly-owned by Boiling Springs Bancorp, which is
wholly-owned by Boiling Springs, MHC, a New Jersey state savings bank mutual
holding company; Ridgewood Savings Bank of New Jersey is a New Jersey stock
savings bank which is wholly-owned by Ridgewood Financial, Inc. which has the
majority of its stock owned by Ridgewood Financial, MHC ("Ridgewood Mutual
Holding Company"), a New Jersey state savings bank mutual holding company.
Pursuant to the Agreement, the Mutual Holding Company structure of Ridgewood
will be eliminated and Ridgewood Bank will ultimately merge with and into
Boiling Springs Bank and continue to operate as a division of Boiling Springs
Bank. The stockholders of Ridgewood Financial, Inc. other than Ridgewood Mutual
Holding Company (the "Public Stockholders") will receive $18.00 in cash in
exchange for each share of common stock.
Pursuant to the Agreement, the following primary steps will occur: (1)
Ridgewood Mutual Holding Company will merge with Boiling Springs, MHC; (2)
Ridgewood Financial, Inc. will ultimately merge into Boiling Springs Bancorp;
(3) Ridgewood Bank will merge with Boiling Springs Bank; (4) the Public
Stockholders of Ridgewood Financial, Inc. will exchange their Ridgewood
Financial, Inc. stock for $18.00 per share in cash; (5) the common stock of
Ridgewood Financial, Inc. owned by Ridgewood Mutual Holding Company will be
cancelled; and (6) the depositors of Ridgewood Bank will become depositors of
Boiling Springs Bank and obtain liquidation rights and stock subscription rights
in Boiling Springs Bank.
Previously, on August 28, 2000, Ridgewood Financial, Inc. entered into
a merger agreement, subject to several contingencies, including stockholder and
bank regulatory approval, with Provident Savings Bank, headquartered in Jersey
City, New Jersey. The Agreement with Boiling Springs is substantially similar in
all material respects as the Provident Agreement except that the Public
Stockholders of Ridgewood Financial, Inc. will receive $18.00 per share, instead
of $15.00. The merger agreement with Provident included a customary
non-solicitation of other offers provision which, under certain circumstances,
would require the payment of $1.0 million
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by Ridgewood in the event Ridgewood enters into a merger agreement with another
company, such as Boiling Springs. The Agreement provides that in the event the
Agreement is terminated because Boiling Springs is unable to obtain regulatory
approval, Boiling Springs will reimburse Ridgewood for $0.5 million of this
payment to Provident.
Pursuant to the Agreement, a member of the Board of Ridgewood
Financial, Inc. will become a member of the Board of Boiling Springs Bank and
its holding companies. In addition, Boiling Springs Bank will establish a
Ridgewood Advisory Board of Directors. The existing non- employee directors of
Ridgewood and the President of Ridgewood Bank, Susan Naruk, will continue to
serve on the Advisory Board, and President Naruk will continue to act as a
consultant and otherwise assist in the transition for three years.
The merger of Boiling Springs Bank and Ridgewood Bank is subject to
several contingencies, including, the execution of the definitive agreement
between the parties, the receipt of regulatory approval and the approval of the
stockholders of Ridgewood Financial, Inc. The common stock of Ridgewood
Financial, Inc. currently trades on the Nasdaq National Market under the symbol
"RSBI."
Ridgewood may be filing a proxy statement and other relevant documents
concerning the merger with the Securities and Exchange Commission ("SEC"). WE
URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain the documents 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, 55 North
Broad Street, Ridgewood, New Jersey 07450, telephone (201) 445-2000. 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 foregoing materials may contain forward-looking statements. We
caution that such statements may be subject o uncertainties and actual results
could differ materially and, therefore, investors should not place undue
reliance on any forward-looking statements. Ridgewood Financial, Inc.
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.
