-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LGtSstAdcUOua1aMAAnm+6k4uN4YxYzf6dC1l5MHLCmUVH1P6tOQ17HiqpPCAMOX lmhVt1516aeQiTYBWymaMg== 0000912057-01-541305.txt : 20020412 0000912057-01-541305.hdr.sgml : 20020412 ACCESSION NUMBER: 0000912057-01-541305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011113 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YONKERS FINANCIAL CORP CENTRAL INDEX KEY: 0001005508 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133870836 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27716 FILM NUMBER: 1801838 BUSINESS ADDRESS: STREET 1: 6 EXECUTIVE PLAZA CITY: YONKERS STATE: NY ZIP: 10701-9858 BUSINESS PHONE: 9149652500 MAIL ADDRESS: STREET 1: 6 EXECUTIVE PLAZA CITY: YONKERS STATE: NY ZIP: 10701-9858 8-K 1 a2064753z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 13, 2001 YONKERS FINANCIAL CORPORATION ----------------------------- (Exact name of Registrant as specified in its Charter) DELAWARE 0-277716 13-3870836 - -------------------------------------------------------------------------------- (State or other (Commission File No.) (IRS Employer jurisdiction Identification No.) of incorporation) 6 EXECUTIVE PLAZA, YONKERS, NEW YORK 10701 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (914) 965-2500 N/A --- (Former name or former address, if changed since last report) Item 5. Other Events On November 13, 2001, in connection with the proposed acquisition of Yonkers Financial Corporation ("Yonkers") by Atlantic Bank of New York ("Atlantic") pursuant to the Agreement and Plan of Merger, dated as of November 13, 2001, by and between Atlantic and Yonkers, Yonkers entered into a Limited Waiver Agreement (the "Waiver Agreement") with Gould Investors, LP ("Gould LP"). A copy of the Waiver Agreement is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Under the terms of the Waiver Agreement, Yonkers waived its rights under its Standstill Agreement with Gould LP, dated as of January 14, 2000, to the extent necessary to enable Gould LP to perform its obligations under Atlantic's Voting Agreement with Gould LP. Copies of the Standstill Agreement and the Voting Agreement are referenced as Exhibit 99.2 and 99.3, respectively, and are incorporated herein by reference. The foregoing information does not purport to be complete and is qualified in its entirety by reference to the Waiver Agreement, Standstill Agreement and Voting Agreement attached hereto. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Limited Waiver Agreement, dated as of November 13, 2001, by and between Yonkers Financial Corporation and Gould Investors, L.P. 99.2* Standstill Agreement, dated as of January 14, 2000, by and between Yonkers Financial Corporation and the Gould Investors, L.P. 99.3** Voting Agreement, dated as of November 13, 2001, by and between Atlantic Bank of New York and Gould Investors, L.P.
*Exhibit 99.2 is incorporated by reference from Yonkers Financial Corporation's Current Report on Form 8-K (File No. 000-27716), filed with the SEC on January 18, 2000. **Exhibit 99.3 is incorporated by reference from Yonkers Financial Corporation's Current Report on Form 8-K (File No. 000-27716), filed with the SEC on November 16, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. YONKERS FINANCIAL CORPORATION Date: November 28, 2001 By: /S/ RICHARD F. KOMOSINSKI -------------------------------- ------------------------- Richard F. Komosinski President and Chief Executive Officer (Principal Executive Officer) EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Limited Waiver Agreement, dated as of November 13, 2001, by and between Yonkers Financial Corporation and Gould Investors, L.P. 99.2* Standstill Agreement, dated as of January 14, 2000, by and between Yonkers Financial Corporation and the Gould Investors, L.P. 99.3** Voting Agreement, dated as of November 13, 2001, by and between Atlantic Bank of New York and Gould Investors, L.P.
*Exhibit 99.2 is incorporated by reference from Yonkers Financial Corporation's Current Report on Form 8-K (File No. 000-27716), filed with the SEC on January 18, 2000. **Exhibit 99.3 is incorporated by reference from Yonkers Financial Corporation's Current Report on Form 8-K (File No. 000-27716), filed with the SEC on November 16, 2001. EX-99.1 3 a2064753zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 YONKERS FINANCIAL CORPORATION LETTERHEAD LIMITED WAIVER AGREEMENT November 13, 2001 Simeon Brinberg Gould Investors, L..P. 60 Cutter Mill Road Great Neck, New York 11021 Dear Mr. Brinberg: As you are aware, Atlantic Bank has requested that Gould Investors, L.P. execute the attached Voting Agreement in connection with its proposed merger with Yonkers Financial Corporation (the "Company"). You have indicated the willingness of Gould Investors, L.P. to execute such Voting Agreement if the Company agrees to waive such provisions of its Standstill Agreement (the "Standstill Agreement") dated January 14, 2000 with Gould Investors, L.P. as may be required to enable it to perform its obligations under the Voting Agreement. The Board of Directors believes that it is in the best interests of the Company's shareholders for Gould Investors, L.P. to enter into the Voting Agreement and therefore agrees to waive its rights under the Standstill Agreement for the limited purpose of enabling, and only to the extent necessary for, Gould Investors, L.P. to enter into and perform its obligations under the Voting Agreement. This limited waiver shall be effective upon the effectiveness of the Voting Agreement and shall terminate upon the termination of the Voting Agreement. Sincerely, YONKERS FINANCIAL CORPORATION By: _____________________ Richard F. Komosinski President Date: November 13, 2001 AGREED AND ACCEPTED: GOULD INVESTORS L.P. By: Georgetown Partners, Inc. By: _____________________ Simeon Brinberg Senior Vice President Date: November 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----