EXHIBIT 99
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION CONTACT:
August 29, 2000 Susan E. Naruk, President and CEO
Nelson Fiordalisi, EVP and COO
Ridgewood Financial, Inc.
(201) 445-4000
Paul M. Pantozzi, Chairman, CEO and President
Provident Savings Bank
(201) 333-1000
Provident Savings Bank and Ridgewood Savings Bank of New
Jersey Announce Merger
JERSEY CITY, N.J. and RIDGEWOOD, N.J., -- Provident Savings Bank, Jersey
City, New Jersey ("Provident") announced that it has signed an Agreement and
Plan of Merger (the "Agreement") with Ridgewood Financial, Inc. (Nasdaq: RSBI;
"Ridgewood Financial") and its wholly-owned subsidiary Ridgewood Savings Bank of
New Jersey ("Ridgewood Bank"). Provident Savings Bank is a New Jersey chartered
mutual savings bank. Ridgewood Savings Bank of New Jersey is a New Jersey
chartered stock savings bank and a wholly-owned subsidiary of Ridgewood
Financial, Inc. A majority of Ridgewood Financial's stock is owned by Ridgewood
Financial, MHC (the "Mutual Holding Company"), a New Jersey chartered state
savings bank mutual holding company.
Pursuant to the Agreement: (1) the mutual holding company structure of
Ridgewood will be eliminated; (2) Ridgewood Bank will merge with and into
Provident and continue to operate as a division of Provident under the name
"Ridgewood Savings Bank of New Jersey;" (3) the public stockholders of Ridgewood
Financial, Inc. will receive $15.00 in cash in exchange for each share of common
stock, and the common stock of Ridgewood Financial, Inc. owned by the Mutual
Holding Company will be cancelled; (4) depositors of Ridgewood Bank will become
depositors of Provident Savings Bank with the same rights and privileges as all
other depositors of Provident.
Paul M. Pantozzi, Chairman, Chief Executive Officer and President of
Provident stated, "This transaction represents a significant expansion of
Provident's presence in the important Bergen County market. As a
community-oriented financial institution, we are very excited about conducting
business in the Ridgewood market. We believe that Ridgewood's customers will see
real enhancement in the products and services they receive as a result of the
merger of Ridgewood Bank into Provident. We expect that Ridgewood's employees
and customers will derive many benefits from their relationship with Provident."
The transaction is subject to several conditions, including the receipt of
regulatory approval and the approval of the stockholders of Ridgewood Financial.
The common stock of Ridgewood Financial currently trades on the Nasdaq National
Market under the symbol "RSBI." Pursuant to the Agreement, a member of the Board
of Ridgewood Financial will become a member of the Board of Provident. In
addition, Provident will establish a Ridgewood Advisory Board of Directors.
President of Ridgewood Savings Bank, Susan Naruk, will continue to serve on the
Advisory Board and to act as a consultant and otherwise assist in the transition
for three years. The Executive Vice President of Ridgewood Bank, Nelson
Fiordalisi, will become First Vice President and Division Head of the Ridgewood
Savings Bank Division of Provident.
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President Susan Naruk stated, "This unique transaction allows our
shareholders to receive a substantial premium for their stock while allowing our
mutual holding company depositors to gain depositor entitlements at Provident.
It is an exciting opportunity which allows Ridgewood Savings to maintain its
unique identity while at the same time adding the considerable resources of
Provident to expand services and product offerings. Specifically, we intend to
offer a greater range of commercial deposit and loan products -- something our
local business community has long asked for. Likewise, we will now be able to
make trust and asset management services available to our customers, which also
fills a real need locally." Added Nelson Fiordalisi, "Our branch network and
staff will remain unchanged. Provident and Ridgewood are two of New Jersey's
oldest and most respected financial institutions, and this partnership enhances
both. All of us at Provident and Ridgewood share a strong commitment to customer
service."
Provident is the largest and oldest mutual state savings bank headquartered
in the State of New Jersey, founded in 1839, and as of June 30, 2000 had total
assets, deposits and net worth of $2.7 billion, $2.2 billion and $248 million,
respectively. Provident has 51 offices located in New Jersey. As of June 30,
2000, Ridgewood had total assets, deposits and stockholders equity of $286
million, $208 million and $25 million, respectively. Ridgewood operates from
four offices located in Ridgewood and Mahwah, New Jersey.
Ridgewood will be filing a proxy statement and other relevant documents
concerning the merger with the Securities and Exchange Commission ("SEC"). THE
COMPANY URGES INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents free of charge at the SEC'S
website, http://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- 4000. 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.
