ANNUAL MEETING OF STOCKHOLDERS
OF
MASSACHUSETTS FINCORP, INC.
TO BE HELD ON APRIL 26, 2000
------------------
PROXY STATEMENT OF THE
COMMITTEE TO ENHANCE STOCKHOLDER VALUE
IN OPPOSITION TO THE MANAGEMENT OF
MASSACHUSETTS FINCORP, INC.
----------------
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING
WHY YOU WERE SENT THIS PROXY STATEMENT
This Proxy Statement and the accompanying WHITE proxy card are being
furnished in connection with the solicitation of proxies by the Massachusetts
Fincorp, Inc. Committee to Enhance Stockholder Value (the "Committee"). The
Committee is comprised of Fred J. Jaindl and Mark W. Jaindl. Members of the
Committee own 54,548 shares of the Company's common stock, representing 9.9% of
the total shares outstanding.
We are soliciting proxies to be used at the 2000 Annual Meeting of
Stockholders (the "Annual Meeting") of Massachusetts Fincorp, Inc. (the
"Company") and at any adjournments, postponements or reschedulings thereof. The
Annual Meeting will be held on April 26, 2000 and the Record Date (as defined
below) for the Annual Meeting is March 1, 2000.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of four directors to a three-year term of office; and
2. The ratification of certain amendments to the Massachusetts Fincorp,
Inc. 1999 Stock- Based Incentive Plan; and 3. Such other matters as may properly
come before the meeting.
We believe that recent actions of the Board of Directors of Massachusetts
Fincorp, Inc. (the "Board of Directors" or "Board") call into question their
concern for the best interests of the stockholders. The Committee is convinced
that a more thorough investigation of strategic alternatives, and a greater
dedication to pursuing stockholders interests and maximizing stockholder value,
will only come through the increased presence of outside, independent directors.
Therefore, the Committee is soliciting your proxy in support of the election of
Mark W. Jaindl ("Jaindl"), Scott E. Buck ("Buck"), and William E. Schantz, II
("Schantz") (collectively referred to as the "Committee Nominees") to the Board
of Directors. This Proxy Statement and WHITE proxy card are being first mailed
or furnished to stockholders on or about March 10, 2000.
WE URGE YOU NOT TO RETURN ANY PROXY CARD SENT TO YOU BY THE
COMPANY.
<PAGE>
Your vote is important, no matter how many or how few shares you hold. We
urge you to mark, sign, date and return the enclosed WHITE proxy card in the
enclosed postage-paid envelope to vote FOR the election of Mark W. Jaindl, Scott
E. Buck, and William E. Schantz, II to the Board of Directors and AGAINST the
ratification of certain amendments to the Company's 1999 Stock-Based Incentive
Plan.
When you return the Committee's proxy card you are voting for Jaindl, Buck
and Schantz. However, since the Committee is only running three Nominees for the
four Board of Director seats, if the three Committee Nominees are elected, one
of the Company Nominees who receives the highest number of shares will also be
elected. The Committee intends to use this proxy to vote for one person who has
been nominated by the Company to serve as a Director, other than John R. Byrne,
Richard F. Cahill and W. Craig Dolan, three of the four Company Nominees. There
is no assurance that any of the Company's Nominees will serve as Directors if
the Committee Nominees are elected to the Board.
THE BOARD'S RECORD OF WASTING STOCKHOLDERS MONEY IN A
FAILED ATTEMPT TO PREVENT STOCKHOLDERS FROM EXERCISING
THEIR FUNDAMENTAL RIGHTS
As significant stockholders of the Company, we first notified the Board on
October 21, 1999 of our intent to nominate Mark Jaindl for election to the Board
of Directors of the Company at the Annual Meeting. We complied with the onerous
anti- stockholder, bylaw notice requirements set forth in the Company's bylaws.
We heard nothing from the Company in response to this nomination. On January 14,
2000, we notified the Board of our intent to nominate two additional persons,
Scott E. Buck, and William E. Schantz, II, for election to the Board of
Directors of the Company at the Annual Meeting. We again complied with the very
detailed notice requirements set forth in the Company's bylaws. On January 19,
2000 the Company, acting through its Washington D.C. lawyers, announced in a
filing with the SEC that the bylaws had been amended to impose more onerous
burdens on stockholders and to disqualify the Committee Nominees. Apparently,
the bylaws originally adopted by the Board when the Company went public in
December 1998 were no longer considered by the Board to be adequate.
WE BELIEVE THAT THE BOARD'S ACTIONS WERE INTENDED TO
SUPPRESS FUNDAMENTAL STOCKHOLDER RIGHTS AND TO ENTRENCH
CURRENT MANAGEMENT, AND WERE CONTRARY TO THE BEST
INTERESTS OF ALL STOCKHOLDERS.
YOU BE THE JUDGE. These Are the Failed Bylaw Amendments That the Board of
Directors Attempted to Impose on Stockholders:
o The Residency Bylaw
Except for members of the incumbent Board, no person shall be eligible for
election or appointment to the Board of Directors unless such person has been,
for a period of at least one year immediately prior to his or her election,
nomination or appointment, a resident of a county in which the Company or its
subsidiaries maintains a banking office or of a county contiguous to any such
county.
<PAGE>
o The "No Current Bank Board Experience" Bylaw
Except for members of the incumbent Board, no person may serve on the Board
of Directors and at the same time be a director or other officer of another
cooperative bank, credit union, savings bank, state or federally-chartered
savings and loan association, trust company, bank holding company or state or
national banking association that engages in business activities in the same
market area as the Corporation or any of its subsidiaries.
o The Imputed Disqualification Bylaw
No person shall be eligible for election to the Board of Directors if such
person is the nominee or representative of a person who is ineligible for
election to the Board of Directors under the above provisions.
THE BOARD RESCINDED THESE BYLAW AMENDMENTS, BUT ONLY
AFTER WE WENT TO COURT TO PROTECT THE RIGHTS OF
STOCKHOLDERS
In response to the Board's actions, we were forced to file a complaint
against the Company, on behalf of all stockholders, to invalidate the imposition
of the bylaw amendments. The Board agreed to rescind the bylaw amendments in
settlement of our litigation on behalf of stockholders.
Ask yourself: Do these actions reflect a concern for the rights of
stockholders as owners of the Company, or do they reflect a Board that is most
interested in entrenching their positions and offices?
OBJECTIVES OF THE COMMITTEE
After careful analysis of the operations, management, and financial
performance of Massachusetts Fincorp, Inc., we have concluded that the current
Board's strategic decisions and management's continuing actions have not been in
the best interest of stockholders.
For this reason, we have decided to launch a proxy contest to gain three
seats on the Board of Directors. If our nominees, Mark W. Jaindl, Scott E. Buck,
and William E. Schantz, II, are elected and take office as directors, each
intends to simultaneously: (1) work with the Board and management of the Company
to improve operations; and (2) urge management and the other members of the
Board to adopt measures aimed at maximizing the market price of the Common
Stock, including, potentially, the hiring of a top-tier investment banking firm
to seek a buyer at the best possible price and the implementation of a stock
repurchase program.
Because Messrs. Jaindl, Buck and Schantz would constitute a minority of the
Board of Directors if elected, adoption of measures aimed at maximizing the
value of the Common Stock would require the approval of other directors of the
Company. However, the Committee believes that such results and
<PAGE>
approval are more likely if there are persons elected to the Board of Directors
who are committed to achieving such results.
The Committee's goal is to enhance stockholder value and it is the opinion
of the Committee that one of the best ways to accomplish this goal is through
the representation of significant stockholders on the Board of Directors.
Through representation on the Board of Directors, the Committee Nominees will
explore the market for a sale of the Company and seek to improve earnings and
institute stock repurchases if a sale would not result in a satisfactory price.
WHO CAN VOTE AT THE ANNUAL MEETING
The record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting is March 1, 2000 (the "Record Date"). Stockholders of
the Company as of the Record Date are entitled to one vote at the Annual Meeting
for each share of common stock of the Company, $.01 par value per share (the
"Common Stock"), held on the Record Date. It is anticipated that the Company's
proxy statement will state the number of shares issued and outstanding on the
Record Date.
HOW TO VOTE BY PROXY
To elect the Committee Nominees to the Board, promptly complete, sign, date
and mail the enclosed WHITE proxy card in the enclosed postage-paid envelope.
Whether you plan to attend the Annual Meeting or not, we urge you to complete
and return the enclosed WHITE proxy card.
Properly executed proxies will be voted in accordance with the directions
indicated thereon. If you sign the WHITE proxy card but do not make any specific
choices, your proxy will vote your shares as follows:
Proposal 1.
- "FOR" the election of our three nominees to the Board of Directors, Mark
W. Jaindl, Scott E. Buck, and William E. Schantz, II.
Proposal 2.
- "AGAINST" the ratification of certain amendments to the Massachusetts
Fincorp, Inc. 1999 Stock-Based Incentive Plan.
If any other matter is presented at the Annual Meeting, your proxy will be
voted in accordance with the best judgment of the persons named on the attached
proxy card. At the time this Proxy Statement was mailed, we know of no matters
which needed to be acted on at the Annual Meeting, other than those discussed in
this Proxy Statement.
If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only that entity can vote your
shares and only upon its receipt of your
<PAGE>
specific instructions. Accordingly, please contact the person responsible for
your account at such entity and instruct that person to execute and return the
WHITE proxy card on your behalf. You should also sign, date and mail the WHITE
proxy card your broker or banker sends you when you receive it. Please do this
for each account you maintain to ensure that all of your shares are voted.
REMEMBER, YOUR LATEST DATED PROXY IS THE ONLY ONE THAT
COUNTS, SO RETURN THE WHITE CARD EVEN IF YOU PREVIOUSLY
MAILED IN A PROXY.
If you have any questions or need assistance in voting your shares, please
call:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(Call Toll Free (800) 755-5001)
MATTERS TO BE DECIDED AT THE ANNUAL MEETING
Proposal 1. Election Of Four Directors To A Three-Year Term Of Office
The Company currently has eleven directors, the terms of four of which will
expire at the Annual Meeting. The Committee proposes that stockholders elect
Messrs. Jaindl, Buck, and Schantz to fill three of the seats open for election
at the Annual Meeting. Set forth below is information concerning Messrs. Jaindl,
Buck, and Schantz principal occupation, experience and certain other matters.
Messrs. Jaindl, Buck, and Schantz, if elected, would hold office until the 2003
annual meeting of stockholders and until successors had been elected and
qualified. Although the Committee has no reason to believe that Messrs. Jaindl,
Buck, and Schantz would be unable to serve as a director, if any of them are
unable to serve or for good cause will not serve, the persons named as proxy on
the WHITE proxy card will vote for the election of another nominee as may be
proposed by the Committee.
Mark W. Jaindl is 40 years old and his address is 1964 Diehl Court,
Allentown, PA. Mr. Jaindl has been the President and Chief Executive Officer of
American Bank since October 1997 and Vice Chairman since June 1997. He served as
Chief Financial Officer of Jaindl Farms and Jaindl Land Company from May 1982 to
October 1991 and again from June 1995 to October 1997. He was Senior Vice
President of Pure World, Inc., the holding company for Pure World Botanicals,
Inc., from June 1992 until May 1995 and has continued to serve as a director
since October 1994. He was Senior Vice President of Pure World Botanicals, Inc.,
a botanical extract manufacturer from December 1994 until June 1995 and has been
a director since December 1994. Mr. Jaindl has been a director of Continental
Information Systems, Inc. since February 2000. Continental Information Systems
is engaged in the sale and leasing of used, commercial aircraft and aircraft
engines and the development and commercialization of an "electronic execution
portal business" which will allow institutional securities traders and buy-side
personnel to find the best prices for their trades on a real-time basis. Mr.
Jaindl serves as a trustee of the Allentown College of St. Francis de Sales, as
a director of the Allentown Economic Development Corp. and as a director of the
Lehigh County Chamber of Commerce.
<PAGE>
Scott E. Buck is 35 years old and his address is 7278 Lockhaven Street,
Allentown, PA. He has his Bachelor of Science in Accounting from Albright
College, Reading PA. He has his Master of Science in Taxation from Widener
University School of Management, Chester, PA. Mr. Buck is a member of the
Pennsylvania Institute of Certified Public Accountants and American Institute of
Certified Public Accountants. Mr. Buck was a staff accountant with Kuhn, Buck
and Block, CPA's from May 1986 to December 1989. He was a partner with Kuhn,
Buck, and Block, CPA's from January 1990 to April 1992. Mr. Buck has been a
partner with Buck, Zyskowski and Buck, CPA's from April 1992 to present.
William E. Schantz, II is 36 years old and his address is 2850 Apple Valley
Estates Drive, Orefield, PA. Mr. Schantz has been employed as an insurance
broker and registered representative with The MONY Group and MONY Securities
Corporation from February 1988 until January 2000. Mr. Schantz is currently
owner and partner of Warner & Schantz, L.L.P., an entity engaged in financial
planning and benefit consulting. Mr. Schantz graduated with a BA degree from
Lehigh University in 1986 and has a Chartered Financial Consultant designation
from The American College located in Bryn Mawr, Pennsylvania. Mr. Schantz serves
on the board of the Allentown YMCA and as a trustee of The Swain School in
Allentown, PA.
Messrs. Buck and Schantz disclaim any beneficial interest in any shares of
Common Stock owned by the other members of the Committee. Members of the
Committee disclaim any beneficial interest in any shares of Common Stock owned
by Buck and Schantz.
During the last ten (10) years: (i) none of the Committee Members or
Committee Nominees, to the best of their knowledge, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); and
(ii) none of the Committee Members or Committee Nominees, to the best of their
knowledge, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
Exhibit A lists certain information regarding the Committee Members and
Committee Nominees, including their holdings of the Common Stock and
transactions in the Common Stock during the last two years. Members of the
Committee beneficially own 9.9% of the outstanding shares of the Company's
Common Stock.
Except as set forth herein, no Committee Member or Committee Nominee is
now, or within the past year has been, a party to any contract, arrangement or
understanding with any person with respect to any securities of the Company
(including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies).
<PAGE>
There are no material proceedings to which any Committee Member or
Committee Nominee or any associate of such person is a party adverse to the
Company or any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries. Except as described herein, no Committee
Member or Committee Nominee and no associate of any such person has any interest
in the matters to be voted upon at the Annual Meeting, other than an interest,
if any, as a stockholder of the Company.
Except as described herein or in Exhibit A, neither any Committee Member or
Committee Nominee nor any associate of such persons: (1) has engaged in or has a
direct or indirect interest in any transaction or series of transactions since
the beginning of the Company's last fiscal year, or in any currently proposed
transaction, to which the Company or any of its subsidiaries is a party where
the amount involved was in excess of $60,000; (2) has been indebted to the
Company or any of its subsidiaries; (3) has borrowed any funds for the purpose
of acquiring or holding any securities of the Company, or is presently, or has
been within the past year, a party to any contract, arrangement or understanding
with any person with respect to either any securities of the Company, any future
employment by the Company or its affiliates, or any future transaction to which
the Company or any of its affiliates will or may be a party; or (4) is the
beneficial or record owner of any securities of the Company or any parent or
subsidiary thereof.
Proposal 2. Ratification Of The Amendments To The Massachusetts Fincorp, Inc.
1999 Stock-Based Incentive Plan
The Board of Directors of the Company is presenting amendments to the
Massachusetts Fincorp, Inc. 1999 Stock-Based Incentive Plan ("Incentive Plan")
to stockholders for ratification. The Incentive Plan has been amended to
personally benefit management and the Board of Directors, potentially at a cost
to stockholders, primarily in two respects. First, the amendments allow the
Company to accelerate or modify the vesting of restricted stock awards and stock
options upon a participant's retirement. Second, the amendments provide for
accelerated vesting of outstanding awards of stock and stock options upon a
change in control of the Bank or the Company. Shareholders are urged to read
carefully the Incentive Plan, as amended, which will be disclosed in the
Company's Proxy material. The Committee does not agree with the provisions of
the amendments as outline by the Company and is recommending a vote AGAINST
Proposal 2.
Other Matters
The Company anticipates that the Company's proxy statement will contain
information regarding: (1) securities ownership of 5% or more beneficial
ownership and management; (2) the committees of the Company's Board of
Directors; (3) the meetings of the Board of Directors and all committees
thereof; (4) the background of the nominees of the Board of Directors; (5) the
compensation and remuneration paid and payable to the Company's directors and
management; (6) stock price performance; and (7) the submission of stockholder
proposals at the Annual Meeting of
<PAGE>
stockholders. The Committee has no knowledge of the accuracy of the Company's
disclosures in its proxy materials.
Solicitation of Proxies
The entire expense of preparing and mailing this Proxy Statement and any
other soliciting material and the total expenditures relating to the
solicitation of proxies (including, without limitation, costs, if any, related
to advertising, printing, fees of attorneys, financial advisors, solicitors,
accountants, public relations, transportation and litigation) will be borne by
Mark Jaindl. In addition to the use of the mails, proxies may be solicited by
the Committee members by telephone, telegram, and personal solicitation, for
which no additional compensation will be paid to those persons engaged in such
solicitation. Banks, brokerage houses, and other custodians, nominees, and
fiduciaries will be requested to forward solicitation material to the beneficial
owners of the Common Stock that such institutions hold, and will be reimbursed
for their reasonable out-of-pocket expenses.
The Committee has retained Beacon Hill Partners, Inc., a proxy solicitation
firm, to assist in the solicitation of proxies at a fee estimated not to exceed
$8,500 plus reimbursement of reasonable out-of-pocket expenses. Approximately
three persons will be utilized by that firm in its solicitation efforts.
The Committee estimates that its total expenditures relating to the
solicitation of proxies will be approximately $35,000. Total cash expenditures
to date relating to this solicitation have been approximately $5,750.
YOUR VOTE IS IMPORTANT
o No matter how many shares you own, we are seeking your support.
o Please vote for Messrs. Jaindl, Buck and Schantz by signing,
dating, and mailing in the enclosed postage-paid envelope the
enclosed White proxy card as soon as possible. Only your latest
dated proxy counts.
o Even if you have already returned a proxy to the company's Board
of Directors, you have every legal right to revoke it by signing,
dating, and mailing the enclosed white proxy card or by voting in
person at the annual meeting.
You Can Call If You Have Questions
If you have any questions or require any assistance, please contact Mark
Jaindl at (610) 336-0653 ext. 112, or our proxy solicitors, Beacon Hill
Partners, at (800) 755-5001.
<PAGE>
The Committee believes that it is in your best interest to elect the
Committee Nominees as Directors at the Annual Meeting. The Committee Strongly
Recommends a Vote for the Committee Nominees.
Sincerely,
/s/ Mark W. Jaindl
The Committee to Enhance Stockholder Value
PLEASE SIGN AND DATE YOUR WHITE PROXY CARD AND RETURN IT IN
THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND
DELAY. NO POSTAGE IS NECESSARY.
<PAGE>
APPENDIX A
THE COMMITTEE TO ENHANCE STOCKHOLDER
VALUE AND ITS NOMINEES
The members of the Committee beneficially own in the aggregate 54,548 shares of
Common Stock, representing approximately 9.9% of the shares outstanding, as
follows:
# of shares of
common stock
<TABLE>
<CAPTION>
Name Business Address beneficially owned % of Class
<S> <C> <C> <C>
Mark W. Jaindl 4029 W. Tilghman St. 30,000 5.50
Allentown, PA 18104
Frederick J. Jaindl 3150 Coffeetown Rd 13,948 2.55
Orefield, PA 18069
Zachary J. Jaindl Trust 3150 Coffeetown Road 7,000 1.28
Mark W. Jaindl & Catherine Orefield, PA 18069
H. Jaindl, Trustees U/A/D
12/29/88
Julianne K. Jaindl Trust 3150 Coffeetown Road 3,600 .66
Mark W. Jaindl & Catherine Orefield, PA 18069
H. Jaindl, Trustees U/A/D
12/31/91
</TABLE>
In addition, the Committee Nominees own the following shares: Mr. Schantz, 100
shares and Mr. Buck, 250 shares, which is each less than 1% of the company's
outstanding shares.
Frederick J. Jaindl, Zachary J. Jaindl Trust and Julianne K. Jaindl Trust
Frederick J. Jaindl has been the Chairman of American Bank since June 1997,
and is the sole proprietor of Jaindl Turkey Farms, an agribusiness engaged in
farming and raising turkeys. He is also President of Jaindl's, Inc. an
agribusiness engaged in the processing and selling of turkeys. Mr. Jaindl has
served on the Board of Directors of Kutztown Bank, First National Bank of
Allentown and most recently Sovereign Bancorp, Inc. In January 1988, Mr. Jaindl
joined the Sovereign Board and wasChairman from March 1989 until April 1995. Mr.
Jaindl is Chairman of Jaindl Land Company, a developer of prime residential,
commercial and industrial land in eastern Pennsylvania. His other business
interests include: Lehigh Ag Equipment, Inc., a John Deere sales and service
center, Schantz Orchards, a grower and seller of fruit; and Lehigh Grains, Inc.,
a grain operation. Zachary J. Jaindl Trust and the Julianne K. Jaindl Trust are
trusts established for the children, ages 11 and 8 respectively, of Mark W.
Jaindl.
<PAGE>
Purchase of Massachusetts Fincorp, Inc. shares by the Committee to Enhance
Stockholder Value and its Nominees
Frederick J. Jaindl
Date Shares Price
---- ------ -----
05/26/99 5,500 $11.50 Open Market
05/27/99 500 $11.5625 Open Market
05/28/99 2,500 $11.5625 Open Market
06/01/99 700 $11.625 Open Market
06/01/99 200 $11.5625 Open Market
06/07/99 600 $11.50 Open Market
06/08/99 600 $11.50 Open Market
06/09/99 2,500 $11.50 Open Market
06/16/99 848 $11.375 Open Market
Mark W. Jaindl
Date Shares Price
---- ------ -----
05/10/99 1,000 $ 9.125 Open Market
05/10/99 500 $ 9.375 Open Market
05/11/99 10,000 $10.125 Open Market
05/11/99 7,000 $10.25 Open Market
05/11/99 1,200 $ 9.75 Open Market
05/12/99 4,500 $10.0625 Open Market
05/17/99 3,000 $10.375 Open Market
05/26/99 200 $11.5 Open Market
05/26/99 1,500 $11.625 Open Market
06/16/99 1,100 $11.375 Open Market
Zachary J. Jaindl Trust
Date Shares Price
---- ------ -----
05/13/99 1,000 $10.00 Open Market
05/14/99 1,000 $10.125 Open Market
05/17/99 5,000 $10.125 Open Market
Julianne K. Jaindl Trust
Date Shares Price
---- ------ -----
05/26/99 3,600 $11.50 Open Market
William E. Schantz, II
<PAGE>
Date Shares Price
---- ------ -----
01/11/00 100 $12.00 Open Market
Scott E. Buck
Date Shares Price
---- ------ -----
12/27/99 250 $11.00 Open Market
<PAGE>
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF MASSACHUSETTS
FINCORP, INC. BY THE COMMITTEE TO ENHANCE STOCKHOLDER VALUE (THE "COMMITTEE").
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Mark W. Jaindl with full power of substitution,
as Proxy for the undersigned, to vote all shares of common stock, par value $.01
per share of Massachusetts Fincorp, Inc. (the "Company"), which the undersigned
is entitled to vote at the Annual Meeting of Stockholders to be held on April
26, 2000, at 2:00 p.m. (local time) or any adjournment(s) or postponement(s)
thereof (the "Meeting"), as follows:
1. ELECTION OF DIRECTORS - COMMITTEE NOMINEES
The Committee to Enhance Stockholder Value nominees are: Mark W. Jaindl, Scott
E. Buck, William E. Schantz, II.
___ FOR ___ WITHHOLD AUTHORITY
(Authority to vote for any nominee(s) may be withheld by lining through
or otherwise striking out the name(s) of such nominee(s).)
The Committee Recommends a Vote "FOR" Proposal 1.
The Committee intends to use this proxy to vote for persons who have been
nominated by the Company to serve as Directors, other than John R. Byrne,
Richard F. Cahill and W. Craig Dolan, three of the four Company Nominees. You
may withhold authority to vote for one or more additional Company Nominees, by
writing the name of the Nominee(s) below. You should refer to the proxy
statement and form of proxy distributed by the Company for the names,
background, qualifications, and other information concerning the Company's
Nominees.
There is no assurance that any of the Company's Nominees will serve as Directors
if the Committee Nominees are elected to the Board.
<PAGE>
2. The ratification of certain amendments to the Massachusetts Fincorp, Inc.
1999 Stock-Based Incentive Plan.
___ FOR ___ AGAINST ___ ABSTAIN
The Committee Recommends a Vote "AGAINST" Proposal 2.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the Committee's Nominees as Directors and "AGAINST"
the ratification of certain amendments to the Massachusetts Fincorp, Inc. 1999
Stock-Based Incentive Plan. This proxy revokes all prior proxies given by the
undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
Dated:___________________________________
-----------------------------------------
(Signature)
-----------------------------------------
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
