Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 4
to
SCHEDULE 13D
Under the Securities Exchange Act of l934
Yonkers Financial Corporation
- ----------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- ----------------------------------------------------------------
(Title of Class of Securities)
986073104
- ---------------------------------------------------------------
Simeon Brinberg (CUSIP Number)
60 Cutter Mill Road, Great Neck, New York 11021 516-466-3100
- ----------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2000
- -----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition which is the subject of this Schedule l3D, and is filing
this schedule because of Rule l3d-l(e), 13d-1 (f) or 13d-1(g), check the
following box / /.
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule l3d-l(a) for other
parties to whom copies are to be sent.
Page 1 of 14 Pages
<PAGE>
Page 2 of 14 Pages
Cusip No. 986073104
- -----------------------------------------------------------------
l. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gould Investors L.P. - 11-2763164
- -----------------------------------------------------------------
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
- -----------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
7. SOLE VOTING POWER - 257,100
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 257,100
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 257,100
- -----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.49%
- -----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
PN
<PAGE>
Page 3 of 14 Pages
This amendment further amends and supplements Schedule 13D dated June 11, 1998,
as amended to date. Except as amended by this amendment there has been no change
in the information previously reported on Schedule 13D, as previously amended.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Partnership owns a total of 257,100 shares of Common
Stock of the Company. The funds used to make these purchases came from the
Partnership's working capital. The Partnership has an availability of
approximately $17,500,000 under a margin account maintained by the Partnership
with the Saloman SmithBarney.
Item 4. Purpose of the Transaction.
On January 14, 2000 the Partnership entered into a Standstill Agreement with the
Company. The agreement is filed as an exhibit to this Schedule 13D. Pursuant to
the agreement, Fredric H. Gould will be elected a director of the Company.
Item 7. Exhibit - Standstill Agreement dated January 14, 2000.
<PAGE>
Page 4 of 14 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 20, 2000
GOULD INVESTORS L.P.
BY GEORGETOWN PARTNERS, INC.
MANAGING GENERAL PARTNER
- ------------------------------
By s/Simeon Brinberg
Simeon Brinberg
Senior Vice President
<PAGE>
Page 5 of 14 Pages
THIS AGREEMENT, dated this 14th day of January, 2000, by and between
YONKERS FINANCIAL CORPORATION (the "Corporation"), a Delaware corporation, and
the individuals and entities identified on Exhibit A attached hereto
(collectively, the "Gould Group;" individually, a "Gould Group Member").
RECITALS
WHEREAS, the Corporation and the Gould Group have agreed that it is in
their mutual interests to enter into this Agreement as hereinafter described.
NOW THEREFORE, in consideration of the Recitals and the
representations, warranties, covenants and agreements contained herein and other
good and valuable consideration, the parties hereto mutually agree as follows:
1. Representations and Warranties of the Gould Group Members. The Gould
Group Members hereby represent and warrant to the Corporation, as follows:
(i) The Gould Group Members have fully disclosed in Exhibit A the total
number of shares of the capital stock of the Corporation in which they have or
have a right to acquire a beneficial ownership interest and none of the Gould
Group Members has a right to vote any shares of the capital stock of the
Corporation other than those in which such Gould Group Member has a beneficial
ownership interest as disclosed in Exhibit A.
(ii) The Gould Group Members have full and complete authority to enter
into this Agreement and to bind the entire number of shares of the capital stock
of the Corporation in which they have or have a right to acquire a beneficial
ownership interest to the terms of this Agreement and this Agreement constitutes
a valid and binding agreement of the Gould Group and each Gould Group Member.
(iii) There are no arrangements, agreements or understandings between
the Gould Group (or any Gould Group Member) and the Corporation other than as
set forth in this Agreement.
2. Representations and Warranties of the Corporation. The Corporation
hereby represents and warrants to the Gould Group and to each Gould Group
member, as follows:
(i) The Corporation has full power and authority to enter into and
perform its obligations under this Agreement, and the execution and delivery of
this Agreement by the Corporation
<PAGE>
Page 6 of 14 Pages
regarding the consummation of the transactions contemplated hereby has been duly
authorized by the Board of Directors of the Corporation and requires no other
Board of Directors or stockholder action. This Agreement constitutes a valid and
binding obligation of the Corporation and the performance of its terms shall not
constitute a violation of its certificate of incorporation or by-laws.
(ii) There are no arrangements, agreements or understandings between
the Gould Group (or any Gould Group Member) and the Corporation other than as
set forth in this Agreement.
3. Covenants of the Gould Group. The Gould Group and each Gould Group
Member covenant and agree that during the term of this Agreement:
(i) They shall not hereafter acquire, or offer or agree to acquire, or
act in concert with any affiliate, group or other person to acquire, directly or
indirectly (other than through stock splits or stock dividends or other
corporate reorganizations), beneficial ownership of, or the right to vote, any
shares of capital stock of the Corporation or any securities convertible into
such capital stock if, after such acquisition, the Gould Group would
beneficially own more than 24.9% of the Corporation s shares. Notwithstanding
the above, if a bona fide proposal by a third party is made to the Corporation
or its stockholders to acquire 25% or more of the Corporation s stock or assets,
this restriction shall not apply.
(ii) They shall not hereafter transfer or sell, or offer or agree to
transfer or sell, or act in concert with any affiliate, group or other person to
transfer or sell, directly or indirectly, other than in open market
transactions, through a broker, where they have no knowledge that the buyer will
beneficially own more than 4% of the Corporation s shares, beneficial ownership
of, or the right to vote any shares of capital stock of the Corporation except
with the express approval of the Board of Directors of the Corporation, which
approval shall not be unreasonably withheld. It is the intent of the parties
hereto that the Gould Group s shares may not be transferred or sold if the
Corporation s Board of Directors reasonably believes it possible or likely that
any person or group or affiliates of such person or group acquiring such shares
would, after such acquisition, beneficially own more than 4% of the Corporation
s shares.
(iii) They shall not directly or indirectly solicit, or act in concert
with any affiliate, group or other person to solicit, "proxies," or directly or
indirectly become a "participant" or
Page 7 of 13 Pages
otherwise engage in any "solicitation" (as such terms are defined in Regulation
14A under the Securities Exchange Act of 1934, as amended) with respect to any
matter not recommended or approved by the Corporation's Board of Directors or
engage in any of the foregoing activities on behalf of any nominee for election
as a director who is not supported or was not nominated by the Corporation s
Board of Directors.
(iv) They shall not directly or indirectly submit or encourage the
submission of any nomination for election as director or any stockholder
proposal for business at a meeting of the Corporation s stockholders.
(v) They shall vote, and shall require any affiliate, group or other
person acting in concert with any Gould Group Members to vote, all shares
beneficially owned (a) in favor of any proposal or nominee for election as
director submitted by the Corporation s Board of Directors, (b) against any
proposal or nominee for election as director opposed by the Corporation s Board
of Directors and (c) in accordance with the recommendations of the Corporation s
Board of Directors on all procedural matters. Furthermore, except as otherwise
required by Fredric H. Gould s fiduciary duty as a director of the Corporation,
they shall not, nor shall they act in concert with any affiliate, group or other
person to (A) join with or assist any person or entity, directly or indirectly
in opposing, or make any statement in opposition to, any proposal or director
nomination submitted by the Corporation s Board of Directors to a vote of the
Corporation's stockholders or (B) join with or assist any person or entity,
directly or indirectly, in supporting or endorsing (including supporting,
requesting or joining in any request for a meeting of stockholders in connection
with), or make any statement in favor of, any proposal submitted to a vote of
the Corporation's stockholders that is opposed by Corporation s Board of
Directors. Notwithstanding any other statement in this section to the contrary,
in the event that a proposal not involving (i) the sale or merger of the
Corporation (or the solicitation of bids or the hiring of an investment banker
to explore methods to maximize shareholder value or similar proposals), (ii) the
hiring of an investment banker or the establishment of a committee or other
mechanism to explore the Corporation s strategic options or (iii) the election
of directors, is properly introduced for consideration at a meeting of the
Corporation s stockholders and such proposal is not approved by the Corporation
s Board of Directors, they shall have the right, at their discretion, to vote an
amount of shares in favor of such proposal equal to the total shares held by the
Gould Group multiplied by the following fraction:
<PAGE>
Page 8 of 14 Pages
The number of shares not held by the
Gould Group voted in favor of the proposal
---------------------------------
The total number of shares voted
with respect to such proposal
(vi) They shall not vote, nor shall they act in concert with any
affiliate, group or other person to vote, for any nominee or nominees for
election to the Board of Directors of the Corporation, other than those
nominated or supported by the Corporation s Board of Directors. Except as set
forth in Part 4 below, no Gould Group Member shall consent to become a nominee
for election as a Director of the Corporation unless specifically requested to
do so by the Board of Directors of the Corporation.
(vii) They shall not directly or indirectly solicit or initiate any
communication regarding, or act in concert with any affiliate, group or other
person to solicit or initiate any communication regarding, any acquisition
offers for the Corporation, and if any offer or inquiry concerning such an offer
shall be received they shall refer such offer or inquiry directly and solely to
the Chairman of the Board of Directors and/or to the Chief Executive Officer of
the Corporation.
(viii) They shall not directly or indirectly participate or act in
concert with any affiliate, group or other person to participate, by
encouragement or otherwise, in any litigation against or derivatively on behalf
of the Corporation, except for testimony which may be required by law, and
except as may occur in the ordinary course of business with respect to any loan,
deposit or other transaction where the Gould Group Member or an affiliate is
dealing with the Corporation as a customer.
(ix) They shall not provide, nor shall they act in concert with any
person to provide, any funds, services or facilities, to any person in support
of any activity by such person that would be a violation of their covenants
under the provisions of this paragraph 3 if undertaken by any of them.
(x) They shall not deposit any capital stock of the Corporation in a
voting trust or subject any shares of capital stock of the Corporation to a
voting agreement or other arrangement of similar effect.
4. Agreement of the Corporation. The Corporation agrees that its Board
of Directors shall appoint Fredric H. Gould to the Board of Directors of Yonkers
Financial Corporation and shall not remove him or fail to renominate him during
Page 9 of 14 Pages
the term of this Agreement. The Corporation shall also cause Mr. Gould to be
appointed to the Board of Directors of The Yonkers Savings and Loan Association,
FA and its loan committee and shall not remove him or fail to re-elect him
during the term of this Agreement.
5. Remedies. The Corporation and the Gould Group acknowledge and agree
that a breach or threatened breach by either party may give rise to irreparable
injury inadequately compensable in damages, and accordingly each party shall be
entitled to injunctive relief to prevent a breach of the provisions hereof and
to enforce specifically the terms and provisions hereof in any state or federal
court having jurisdiction, in addition to any other remedy to which such
aggrieved party may be entitled to at law or in equity. In the event either
party institutes any legal action to enforce such party's rights under, or
recover damages for breach of, this Agreement, the prevailing party or parties
in such action shall be entitled to recover from the other party or parties all
costs and expenses, including but not limited to actual attorneys' fees, court
costs, witness fees, disbursements and any other expenses of litigation or
negotiation incurred by such prevailing party or parties. Each Gould Group
Member shall have the right of contribution from the other Gould Group Members
for any damages paid or expenses incurred (including attorneys' fees) pursuant
to this paragraph 4.
6. Term. This Agreement shall remain in effect until March 31, 2002 or
until such earlier time after March 31, 2000 as (i) the Corporation shall refuse
to appoint Fredric Gould as a director of the Corporation, The Yonkers Savings
and Loan Association, FA or its loan committee or shall remove Mr. Gould from or
fail to renominate Mr. Gould to any such position, (ii) the Corporation shall
cease to exist by reason of merger, sale of assets, liquidation, exchange of
shares, or otherwise, or (iii) the Gould group shall cease to own at least 5% of
the outstanding shares of the Corporation s common stock.
7. Publicity. Any press release or other publicity with respect to this
Agreement or any provisions hereof shall be jointly prepared and issued by the
parties hereto. During the term of this Agreement, no party to this Agreement
shall cause, discuss, cooperate or otherwise aid in the preparation of any press
release or other publicity concerning any other party to this Agreement or its
operations without prior approval of such other party.
8. Notices. All notice requirements and other communications shall be
deemed given when delivered or on the third succeeding business day after being
mailed by registered
<PAGE>
Page 10 of 14 Pages
or certified mail, return receipt requested, addressed to the Gould Group and
the Corporation below:
Gould Group: Gould Investors L.P.
60 Cutter Mill Road
Suite 303
Great Neck, New York 11021
Attention: Fredric H. Gould
With a copy to: Simeon Brinberg
Suite 303
Gould Investors L.P.
60 Cutter Mill Road
Great Neck, New York 11021
Yonkers Financial Corporation:
Richard F. Komosinski, President
Yonkers Financial Corporation
6 Executive Plaza
Yonkers, New York 10701
With a copy to: Kip A. Weissman, P.C.
Silver, Freedman & Taff, L.L.P.
1100 New York Avenue, N.W.
Seventh Floor, East Tower
Washington, D.C. 20005
9. Governing Law and Choice of Forum. Delaware law, unless applicable
federal law or regulation is deemed controlling, shall govern the construction
and enforceability of this Agreement. Any and all actions concerning any dispute
arising hereunder shall be filed and maintained in a state or federal court, as
appropriate, sitting in the State of Delaware.
10. Severability. If any term, provision, covenant or restriction of
this Agreement is held by any governmental or regulatory authority or a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
11. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the successors and assigns,
and transferees by operation of law, of the parties. Except as otherwise
expressly provided for herein, this Agreement shall not inure to the benefit of,
be enforceable by or
Page 11 of 14 Pages
create any right or cause of action in any person, including any shareowner of
the Corporation, other than the parties hereto.
12. Survival of Representations, Warranties and Agreements. All
representations, warranties, covenants and agreements made herein shall survive
the execution and delivery of this Agreement.
13. Amendments. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
14. Definitions. As used in this Agreement, the following terms shall
have the meanings indicated, unless the context otherwise requires:
(i) The term "acquire" means every type of acquisition, whether
effected by purchase, exchange, operation of law or otherwise.
(ii) The term "acting in concert" means (i) knowing participation in a
joint activity or conscious parallel action towards a common goal whether or not
pursuant to an express agreement, or (ii) a combination of pooling of voting or
other interests in the securities of an issuer for a common purpose pursuant to
any contract, understanding, relationship, agreement or other arrangement,
whether written or otherwise.
(iii) The term "affiliate" means a person or entity that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with another person.
(iv) The terms "beneficial ownership" or "beneficially owned" mean all
capital stock of the Corporation owned or held in the Gould Group Member's name
individually or jointly with any other person; by any trust in which the Gould
Group Member is a settlor, trustee, or beneficiary; by any corporation in which
the Gould Group Member is a stockholder (owning, together with all other Gould
Group Members and their respective affiliates, more than five percent (5%) of
the outstanding voting power or beneficial interests), director or officer; by
any partnership in which the Gould Group Member is a limited partner (owning,
together with all other Gould Group Members and their respective affiliates,
more than five percent (5%) of the outstanding beneficial interests), or a
general partner, employee or agent; or by any other entity in which a Gould
Group Member holds, together with all
Page 12 of 14 Pages
other Gould Group Members and their respective affiliates, more than five
percent (5%) of the outstanding beneficial interests.
(v) The term "control" (including the terms "controlling," "controlled
by," and "under common control with") means the possession, direct or indirect,
or the power to direct or cause the direction of the management, activities or
policies of a person or organization, whether through the ownership of capital
stock, by contract, or otherwise.
(vi) The term "person" includes an individual, group acting in concert,
a corporation, a partnership, an association, a joint stock company, a trust, an
unincorporated organization or similar company, a syndicate, or any other group
formed for the purpose of acquiring, holding or disposing of the equity
securities of the Corporation.
(vii) The term "vote" means to vote in person or by proxy, or to give
or authorize the giving of any consent as a stockholder on any matter.
15. Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, but each of which together shall constitute one
and the same agreement.
16. Duty to Execute. Each party agrees to execute any and all
documents, and to do and perform any and all acts and things necessary or proper
to effectuate or further evidence the terms and provisions of this Agreement.
<PAGE>
Page 13 of 14 Pages
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the undersigned or duly authorized officers thereof as of the day and year
first above written.
YONKERS FINANCIAL CORPORATION,
a Delaware corporation
By:
(s) Richard F. Komosinski
------------------------------------
Richard F. Komosinski, President and
Chief Executive Officer
GOULD INVESTORS L.P.
BY GEORGETOWN PARTNERS, INC.
MANAGING GENERAL PARTNER
By:
--------------------------------------
(s) Simeon Brinberg
Simeon Brinberg, Senior Vice President
FREDRIC H. GOULD
By:
(s) Fredric H. Gould
Fredric H. Gould
<PAGE>
Page 14 of 14 Pages
EXHIBIT A
Shares of Yonkers Financial
Corporation Capital Stock
Gould Group Member Beneficially Owned 1
------------------ --------------------
Gould Investors L.P. 257,100
Fredric H. Gould 0
- -----------------------
1 / Includes all shares over which the Gould Group Member has sole or
shared voting or dispositive powers.
