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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(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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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
FOR IMMEDIATE RELEASE
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Ridgewood Financial, Inc. Signs
Confidentiality Agreement With
Boiling Springs Savings Bank
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Ridgewood, NJ -- October 20, 2000 (Nasdaq NMS: RSBI) -- Yesterday,
Ridgewood Financial, Inc. ("Ridgewood"), the holding company for Ridgewood
Savings Bank of New Jersey, issued a press release saying that it had not
received a Confidentiality Agreement from Boiling Springs, MHC, Boiling Springs
Bancorp and Boiling Springs Savings Bank, headquartered in Rutherford, New
Jersey (``Boiling Springs'') in response to a proposal for a merger from Boiling
Springs, as required by the merger agreement that Ridgewood had signed with
Provident Savings Bank. Subsequent to the issuance of the press release,
Ridgewood received and signed a Confidentiality Agreement with Boiling Springs.
The Confidentiality Agreement provides that the two parties will make available
to each other their books, records and other materials in order to evaluate the
terms of a potential merger transaction. The Confidentiality Agreement was
signed as a result of the receipt by Ridgewood on September 21, 2000 of a
non-binding proposal from Boiling Springs to exchange each share of Ridgewood
common stock held by public stockholders of Ridgewood for $18.00 in cash.
Ridgewood intends to enter into good-faith negotiations with Boiling Springs
regarding a potential merger transaction. However, there can be no assurances
that Ridgewood will enter into any agreement with Boiling Springs.
On August 28, 2000, Ridgewood entered into a merger agreement to exchange
each share of Ridgewood common stock held by public stockholders for $15.00 in
cash with Provident Savings Bank, headquartered in Jersey City, New Jersey
(``Provident''). The merger agreement with Provident is subject to several
contingencies including stockholder and regulatory approval. The merger
agreement with Provident includes a customary non-solicitation of other offers
provision which, under certain circumstances would require the payment of $1.0
million by the company in the event Ridgewood enters into a merger agreement
with another company.
Ridgewood may file a proxy statement and other relevant documents
concerning the 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, 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.
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 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. The Company 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.
FOR FURTHER INFORMATION CONTACT:
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Susan E. Naruk, President and CEO
Nelson Fiordalisi, EVP and COO
Ridgewood Financial, Inc.
(201) 445-4000
