SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Massachusetts Fincorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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MASSACHUSETTS FINCORP, INC.
70 Quincy Avenue
Quincy, Massachusetts 02169
(617) 825-5555
April 7, 2000
Dear Fellow Shareholders,
Thank you so much for your tremendous support. It is clear that you
understand the importance of our election; and we appreciate the strong
statement that you are sending that this is NOT the time to be pressured to
sell your community institution.
We understand that for some of you, this may be your first proxy fight and
that there is some confusion as to how to vote your support for management.
In order to support your local management and directors, please mark the
"for" box on the BLUE proxy card enclosed, sign and date the card, and
return it in the envelope provided.
Even if you have already voted, mark the "for" box on the BLUE proxy card
enclosed, sign and date the card, and return it in the envelope provided.
Throw away any white cards which you may receive.
REMEMBER: ONLY THE LAST PROXY CARD YOU VOTE WILL COUNT.
WHO ARE THESE OUTSIDERS, WHAT ARE THEIR QUALIFICATIONS,
AND WHY DO THEY WANT TO SELL YOUR BANK?
Mr. Buck is described as a 35 year old CPA from Allentown, Pennsylvania. He
is not described as having any board or banking experience. The 250 shares
he owns were purchased only 18 days before he was nominated by Mark Jaindl.
Mr. Schantz is described as a 36 year old consultant from Orefield,
Pennsylvania, who has board experience with the YMCA and as a trustee of a
school in Allentown, Pennsylvania. The 100 shares he owns were purchased
only 3 days before he was nominated by Mark Jaindl.
Mr. Jaindl is described as a 40 year old President and Chief Executive
Officer of American Bank of Allentown, Pennsylvania since 1997. American
Bank markets itself as "America's first 'nationwide' community Bank" and
therefore is a COMPETITOR OF YOUR BANK.
Mr. Jaindl wants to run your bank, but what is his performance record?
Compare our performance with Mr. Jaindl's American Bank. You be the judge.
<TABLE>
<CAPTION>
American Bank Massachusetts Co-operative Bank
-------------------------------- -------------------------------
1997 1998 1999 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Return on assets -5.32% -2.54% -0.13% 0.71% 0.41% 0.59%
Return on equity -10.61% -13.19% -1.12% 7.67% 4.67% 6.56%
Efficiency ratio 294.16% 146.58% 93.65% 84.64% 85.58% 80.12%
</TABLE>
Source: Federal Deposit Insurance Corporation Individual Bank Statistics
What Mr. Jaindl has not told you is that we not only have outperformed his
competing bank, but Mr. Jaindl's bank has lost money every year it has been
in business!
Both Banks are similarly sized institutions, which have taken on aggressive
growth strategies.
<TABLE>
<CAPTION>
American Bank Massachusetts Co-operative Bank
------------------------------- -------------------------------
1997 1998 1999 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Assets 21,148 73,510 112,333 54,629 72,096 96,443
Asset Growth 52,362 38,823 17,467 24,347
</TABLE>
Source: Federal Deposit Insurance Corporation Individual Bank Statistics
JUDGE FOR YOURSELF
RETURN ON ASSETS
Graph Omitted
RETURN ON EQUITY
Graph Omitted
EFFICIENCY RATIO
Lower is better
Graph Omitted
THE OUTSIDER GROUP WANTS TO SELL THE BANK.
DON'T BE MISLED. DON'T SELL THE FUTURE OF YOUR COMPANY SHORT BY VOTING FOR
MESSRS. JAINDL, BUCK AND SCHANTZ. DO NOT RETURN ANY WHITE PROXY CARD YOU
RECEIVE.
VOTE FOR YOUR BOARD'S NOMINEES BY COMPLETING AND RETURNING THE ENCLOSED
BLUE PROXY CARD TODAY EVEN IF YOU HAVE ALREADY RETURNED ANOTHER CARD
PREVIOUSLY!
Sincerely,
/s/ Paul C. Green /s/ John P. O'Hearn, Jr.
- ----------------------------------- ------------------------------------
Paul C. Green John P. O'Hearn, Jr., Director
Chairman of the Board, President
and CEO
/s/ John R. Byrne /s/ Robert H. Quinn, Director
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John R. Byrne, Director Robert H. Quinn, Director
/s/ Richard F. Cahill /s/ John J. Sousa, Jr., Director
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Richard F. Cahill, Director John J. Sousa, Jr., Director
/s/ W. Craig Dolan /s/ Joseph W. Sullivan, Director
- ----------------------------------- ------------------------------------
W. Craig Dolan, Director Joseph W. Sullivan, Director
/s/ John E. Hurley, Jr. /s/ Diane Valle
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John E. Hurley, Jr., Director Diane Valle, Director
/s/ Robert E. McGovern
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Robert E. McGovern, Director
Important
If you own shares in the name of a bank, broker or other nominee, please
contact the person responsible for your account and direct them to vote
'FOR' your Board's nominees on the BLUE proxy card.
If you have any questions on how to vote your shares, please call our proxy
solicitor, Regan & Associates, Inc. at 1-800-737-3426 or call the Bank at
(617) 825-5555 and ask the operator to transfer you to your local branch
manager.
