SCHEDULE 14A
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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
March 28, 2000
Fellow Shareholders:
You may have recently received a letter from an activist outsider group,
which claims to represent the interest of "all stockholders." The Jaindl
group makes a number of statements about management and bank performance.
THE OUTSIDER GROUP SEEMS TO BELIEVE THAT OUR SHAREHOLDERS ARE
UNSOPHISTICATED AND UNINTELLIGENT, AND THAT YOU CANNOT SEE WHEN YOU ARE
BEING GIVEN HALF-TRUTHS TO TRY AND LEAD YOU TO INACCURATE CONCLUSIONS.
Once again, we are being forced to spend valuable resources to correct
misleading and inaccurate statements. We are confident, however, that if
we give you the information that the outsider group chose to exclude, you
will reach a reasonable conclusion.
YOU BE THE JUDGE
EARNINGS
The Jaindls are well aware that the increase in market interest rates which
occurred in 1999 had a negative impact on all companies whose core business
involves the origination and sale of mortgage loans. We pointed out this
issue in our annual report. They are aware that virtually all recently
converted companies will have return on equity ratios that don't compare
favorably with mature public companies that have had time to prudently and
profitably invest their capital.
STOCK PRICE
Once again, the outsider group has compared Massachusetts Fincorp, Inc. to
all publicly traded thrifts in Massachusetts, regardless of size and
knowing that the group is composed of banks which have had time to
prudently invest their capital.
HERE ARE THE NUMBERS THEY DIDN'T SHOW YOU.
Massachusetts Fincorp Inc $111.11
SNL New England Thrift Index $87.67
SNL BIF Insured Thrift Index $78.74
SNL Thrift Index $85.17
SNL All Bank & Thrift Index $96.14
(Source: SNL Securities, Charlottesville, VA)
Even if you use indices which include large thrifts and thrifts which have
been give time to execute their growth strategy, the above graph shows the
value of $100 invested on 12/23/98 in Massachusetts Fincorp as of 12/31/99
compared to a number of common indices. Massachusetts Fincorp outperformed
all of the indices shown.
The Company's stock price as a percentage of book value per share was 69.3%
as of March 22nd compared to 69.2% for all publicly traded thrifts in
Massachusetts that are traded on the Pink Sheets, the trading market for
all smaller companies such as Massachusetts Fincorp, Inc.
LOAN GROWTH
During the 12 months ending September 30, 1999, the last period for which
regulatory information is readily available for comparative data from the
FDIC, the Company grew loans by a total of 30.62%, compared to 10.64% for
all publicly traded thrifts in Massachusetts, and 10.42% for all publicly
traded thrifts in New England. This contributed to a growth in total
assets of 38.6% for the same period.
Massachusetts Fincorp, Inc. 30.62
Massachusetts Median 10.64
New England Median 10.42
MISLEADING STATEMENTS
The outsider group continues to mislead the shareholders by the comments in
their most recent statement, "$2,200,000 for New Executive Offices." In
his visit to the Bank, Mr. Green clearly explained to Mr. Jaindl that the
new building, which was described in the public offering documentation
before the Jaindls bought their stock, would house the new headquarters, a
new branch, and that 3,700 square feet, (more than 25% of the building)
would be leased out. In fact, the bank has realized additional savings of
reduced rents and other occupancy costs of over $65,000 because of the
centralized location and additional space. When those costs are subtracted
from the net income impact of the new building, the net remaining cost
equates to a cost per square foot for a new branch of less than $26.00,
which is a market rate in the Quincy area. AND WE GOT A NEW HEADQUARTERS
AND ADDITIONAL SPACE EFFECTIVELY FOR FREE!
The outsider group claimed in a mailing to all registered stockholders that
the company failed "to properly disclose payments to board members"
relative to legal costs associated with the new building. By its very
assertion, the claim infers either wrongdoing or mismanagement. In fact,
the payment of fees was so minor that the SEC regulations do not require
any disclosure. They have also publicly admitted that such statement was
incorrect, and we were not required to disclose such information.
THEIR GOALS ARE CLEAR
Through their own statements, the outsider group has expressed their
highest priority.
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.
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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
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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.
