Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 6
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
- ---------------------------------------------------------------
(CUSIP Number)
- ---------------------------------------------------------------
Simeon Brinberg
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)
May 8, 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 / /.
Page 1 of 10 Pages
<PAGE>
Page 2 of 10 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 - 297,300
NUMBER OF _____________________________________________
SHARES 8. SHARED VOTING POWER -
BENEFICIALLY ____________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER - 297,300
EACH _____________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER -
PERSON WITH _____________________________________________
- -----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON - 297,300
- -----------------------------------------------------------------
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- -----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.28%
- -----------------------------------------------------------------
14. TYPE OF
REPORTING PERSON*
PN
<PAGE>
Page 3 of 10 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 4. Purpose of the Transaction.
On April 14, 2000, Gould Investors L.P. (the "Partnership") and the Office of
Thrift Supervision of the Department of the Treasury entered into a Rebuttal of
Control Agreement ("Agreement") which among other things, allows the Partnership
to acquire up to 24.9% of the Voting Stock of the Issuer. The Agreement is
appended to this Amendment as an Exhibit.
Item 5. Interest in Securities of the Issuer.
(a) The Partnership owns, as of this date, 297,300 shares of Common
Stock of the Company, constituting approximately 13.28% of the shares of Common
Stock outstanding (based on 2,238,739 shares outstanding).
(b) The Partnership has sole voting and dispositive power with respect
to the shares of Common Stock it owns. Fredric H. Gould, as a general partner of
the Partnership and as Chairman and sole shareholder of the corporate general
partner of the Partnership is in a position to direct the vote and/or
disposition of the shares of Common Stock owned by the Partnership.
(c) The following table sets forth transactions in the Common Stock of
the Company effective by the Partnership since Amendment No. 3 to Schedule 13D
(which reported the last transactions by the Partnership in shares of the Issuer
until the transactions reported herein).
DATE OF NUMBER OF PRICE PER
PURCHASE SHARES SHARE
-------- --------- ----------
4/19/00 5,000 14.375
4/20/00 1,000 14.50
4/27/00 5,000 14.75
5/03/00 5,000 14.625
5/05/00 5,000 14.625
5/08/00 2,700 14.688
5/10/00 16,500 14.625
Item 7. Exhibit - Rebuttal of Control Agreement
<PAGE>
<PAGE>
Page 4 of 10 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: May 11, 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 10 Pages
REBUTTAL OF CONTROL AGREEMENT
I. WHEREAS:
A. Gould Investors, L.P. a Delaware Limited Partnership (the "Partnership") is
the owner of 257,100 shares (the "Shares") of the common stock (the "Stock") of
Yonkers Financial Corporation (the "Holding Company") having its principal place
of business at 6 Executive Plaza, Yonkers, New York, 10701, which Shares
represent 11.49% of a class of "voting stock" of the Holding Company, as defined
under the Acquisition of Control Regulations ("Regulations") of the Office of
Thrift Supervision ("Office"), 12 CFR Part 574 ("Voting Stock");
B. The Yonkers Savings and Loan Association, F.A.(the "Association") is a
"savings association" within the meaning of the Regulations;
C. As a result of the repurchase by the Holding Company of Stock from
time-to-time in the open market, the Partnership became the owner of in excess
of 10% of a class of Voting Stock of the Holding Company and as a result of the
announced intention of the Holding Company to purchase additional Stock from
time-to-time in the open market, the Partnership's percentage of ownership of a
class of Voting Stock may increase;
D. The Partnership seeks to retain the Shares and to acquire additional shares
of Stock of the Holding Company ("Additional Shares"), such that its ownership
thereof will exceed 10% of a class of Voting Stock but will not exceed 25% of a
class of Voting Stock of the Holding Company, and the Partnership is one of the
two largest holders of the Voting Stock which would constitute the acquisition
of a "control factor" as defined in the Regulations ("Control Factor");
E. The Partnership has not acquired Shares and does not seek to acquire
Additional Shares for the purpose or effect of changing the control of the
Holding Company or the Association or in connection with or as a participant in
any transaction having such purpose or effect;
F. The Regulations require a company or a person who intends to hold 10% or more
but not in excess of 25% of any class of Voting Stock of a savings association
or holding company thereof and that would also possess any of the control
factors specified in the Regulations to file and obtain approval of an
application
Page 6 of 10 Pages
("Application") under the Savings and Loan Holding Company Act ("Holding Company
Act"), 12 U.S.C. 1467a, or file and obtain clearance of a notice ("Notice")
under the Change Control Act ("Control Act"), 12 U.S.C. 1817(j), prior to
acquiring such amount of stock and a Control Factor unless the rebuttal
determination of control has been rebutted;
G. Under the Regulations, the Partnership would be determined to be in control,
subject to rebuttal, of the Holding Company and the Association as a result of
its ownership of in excess of 10% of a class of Voting Stock and upon
acquisition of Additional Shares or Control Factor;
H. The Partnership has no intention to manage or control,directly or indirectly,
the Holding Company or the Association;
I. The Partnership has filed on November 9, 1999, a written statement seeking to
rebut the determination of control, attached hereto and incorporated by
reference herein (this submission referred to as the "Rebuttal";
J. In order to rebut the rebuttal determination of control, the Partnership
agrees to offer this Agreement as evidence that its ownership of in excess of
10% of a class of Voting Stock of the Holding Company, or its acquisition of
Additional Shares or a Control Factor would not constitute an acquisition of
control under the Regulations.
II. The Office has determined, and hereby agrees, to act favorably on the
Rebuttal, and in consideration of such a determination and agreement by the
Office to act favorably on the Rebuttal, the Partnership and any other existing,
resulting or successor entities of the Partnership agree with the Office that:
A. Unless the Partnership shall have filed a Notice under the Control
Act or an Application under the Holding Company Act, as appropriate, and either
shall have obtained approval of the Application or clearance of the Notice in
accordance with the Regulations, the Partnership will not, except as expressly
permitted otherwise herein or pursuant to an amendment to this Rebuttal
Agreement:
1. Seek or accept representation of more than one member of the
Board of Directors of the Association and any holding company thereof;
<PAGE>
Page 7 of 10 Pages
2. Have or seek to have any representatives serve as the chairman of
the board of directors, or chairman of an executive or similar committee of the
Association and any holding company thereof's board of directors or as president
or chief executive officer of the Association and any holding company thereof.
3. Engage in any intercompany transaction with the Holding Company, the
Association, or any of their affiliates, and the Partnership's affiliates will
not engage in any intercompany transaction with the Holding Company, the
Association or any of their affiliates.
4. Propose a director in opposition to nominees proposed by the
management of the Association or any holding company thereof for the board of
directors of the Association, or any holding company thereof other than as
permitted in Paragraph A-1;
5. Solicit proxies or participate in any solicitation of proxies with
respect to any matter presented to the stockholders of the Holding Company or
the Association other than in support of, or in opposition to, a solicitation
conducted on behalf of management of the Holding Company or the Association;
6. Do any of the following except as necessary solely in connection
with the performance of duties by a designee of the Partnership as a member of
the board of directors of the Holding Company or the Association if the
Partnership seeks or accepts representation of one member to the Board of
Directors of the Holding Company or the Association as permitted in Paragraph
A-1:
(a) Influence or attempt to influence in any respect the loan and
credit decisions or policies of the Association, the pricing of services, any
personnel decisions, the location of any offices, branching, the hours of
operation or similar activities of the Association ;
(b) Influence or attempt to influence the dividend policy and practices
of the Holding Company or the Association or any decisions or policies of the
Holding Company or the Association as to the offering or exchange of any
securities;
(c) Seek to amend, or otherwise take action to change, the by-laws,
articles of incorporation or charter of the Holding Company or the Association;
Page 8 of 10 Pages
(d) Exercise, or attempt to exercise, directly or indirectly, control
or a controlling influence over the management, policies or business operations
of the Holding Company or the Association, or;.
(e) Seek or accept access to any non-public information concerning the
Holding Company or the Association.
B. The Partnership is not a party to any agreement with the Holding Company or
the Association, except a certain Standstill Agreement dated January 14, 2000 by
and between the Holding Company and the Partnership and Fredric H. Gould.
C. The Partnership shall not assist, aid or abet any of the Partnership's
affiliates or associates that are not parties to this Agreement to act, or act
in concert with any person or company, in a manner which is inconsistent with
the terms hereof or which constitutes an attempt to evade the requirements of
this Agreement.
D. Any amendment to the Agreement shall only be proposed in connection with an
amended rebuttal filed by the Partnership with the Office for its determination;
E. Prior to the acquisition of any shares of "Voting Stock" of the Holding
Company as defined in the Regulations in excess of the Additional Shares, any
required filing will be made by the Partnership under the Control Act or the
Holding Company Act and either approval of the acquisition under the Holding
Company Act shall be obtained from the Office or any Notice filed under the
Control Act shall be cleared in accordance with the Regulations;
F. At any time during which 10% or more of any class of Voting Stock of the
Holding Company is owned or controlled by the Partnership, no action which is
inconsistent with the provisions of this Agreement shall be taken by the
Partnership, until the Partnership files and either obtains from the Office a
favorable determination with respect to either an amended rebuttal, approval of
an Application under the Holding Company Act, or clearance of a Notice under the
Control Act, in accordance with the Regulations;
G. Where an amended rebuttal filed by the Partnership is denied or disapproved,
the Partnership shall take no action which is inconsistent with the terms of
this Agreement, except after either (1) reducing the amount of shares of Voting
Stock of the Holding Company owned or controlled by the Partnership to an amount
under 10% of a class of Voting Stock, or immediately ceasing any other actions
that give rise to a conclusive or rebuttal determination of control under the
Regulations; or (2) filing a Notice under the
Page 9 of 10 Pages
Control Act, or an Application under the Holding Company Act, as appropriate,
and either obtaining approval of the Application or clearance of the Notice, in
accordance with the Regulations;
H. Where any Application or Notice filed by the Partnership is disapproved, the
Partnership shall take no action which is inconsistent with the terms of this
Agreement, except after reducing the amount of shares of Voting Stock of the
Holding Company owned or controlled by the Partnership to an amount under 10% of
any class of Voting Stock, or immediately ceasing any other actions that give
rise to a conclusive or rebuttal determination of control under the Regulations;
I. Should circumstances beyond the Partnership's control result in the
Partnership being placed in a position to direct the management or policies of
the Holding Company or the Association then the Partnership shall either (1)
promptly file an Application under the Holding Company Act or Notice under the
Control Act, as appropriate, and take no affirmative steps to enlarge that
control pending either a final determination with respect to the Application or
Notice, or, (2) promptly reduce the amount of shares of the Holding Company
Voting Stock owned or controlled by the Partnership to an amount under 10% of
any class of Voting Stock or immediately cease any actions that give rise to a
conclusive or rebuttable determination of control under the Regulations;
J. By entering into this Agreement and by offering it for reliance in reaching a
decision on the request to rebut the presumption of control under the
Regulations, as long as 10% or more of any class of Voting Stock of the Holding
Company is owned or controlled directly or indirectly by the Partnership, and
the Partnership possess any Control Factor as defined in the Regulations, the
Partnership will submit to the jurisdiction of the Regulations, including (1)
the filling of an amended rebuttal or Application or Notice for any proposed
action which is prohibited by this Agreement, and (2) the provisions relating to
a penalty for any person who willfully violates or with reckless disregard for
the safety or soundness of a savings association participates in a violation of
Holding Company Act or Control Act and in the Regulations thereunder, and any
regulation or order issued by the Office.
K. Any violation of this Agreement shall be deemed to be a violation of the
Holding Company Act or the Control Act and the Regulations and shall be subject
to such remedies and procedures as are provided in Holding Company Act or the
Control Act and the
<PAGE>
Page 10 of 10 Pages
Regulations for a violation thereunder and in addition shall be subject to any
such additional remedies and procedures as are provided under any other
applicable statutes or regulations for a violation, willful or otherwise, of any
Agreement entered into with the Office.
III. This Agreement may be executed in one of more counterparts, each of which
shall be deemed an original but all of which counterparts collectively shall
constitute one instrument representing the Agreement among the parties thereto.
It shall not be necessary that any one counterpart be signed by all of the
parties hereto as long as each of the parties have signed at least one
counter-part.
IV. This Agreement shall be interpreted in a manner consistent with the
provisions of the Rules and Regulations of the Office.
V. This Agreement shall terminate upon (i) the approval of the Office of the
Partnership's Application under the Holding Company Act or clearance by the
Office of the Partnership's Notice under the Control Act to acquire the Holding
Company or the Association and consummation of the transaction as described in
such Application or Notice, (ii) in the disposition by the Partnership of a
sufficient number of shares of the Holding Company, or (iii) the taking of such
other action that thereafter the Partnership is not in control and would not be
determined to be in control of the Holding Company or the Association under the
Control Act, the Holding Company Act, or the Regulations of the Office as in
effect at that time.
VI. IN WITNESS WHEREOF, the parties thereto have executed this Agreement by
their duly authorized officer.
GOULD INVESTORS, L.P.
BY: GEORGETOWN PARTNERS, INC.,
GENERAL PARTNER
By:/s/ Simeon Brinberg
- -----------------------------
Simeon Brinberg
Senior Vice President
Office of Thrift Supervision
Date: April 14, 2000
--------------
By: /s/ Robert C. Albanese
----------------------
