Sound Federal Bancorp
300 Mamaroneck Avenue
Mamaroneck, New York 10543
(914) 698-6400
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On December 30, 2002
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of Sound Federal Bancorp (the "Company") will be held at the Hyatt
Regency-Greenwich, 1800 East Putnam Avenue, Greenwich, Connecticut, at 11:00
a.m., local time, on December 30, 2002. As of the date hereof, the Company owns
100% of the common stock of Sound Federal Savings and Loan Association (the
"Bank") and is majority-owned by Sound Federal, MHC (the "Mutual Holding
Company").
A Proxy Statement and Proxy Card for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. A plan of conversion and reorganization (the "Plan") pursuant to which
the Mutual Holding Company will be merged into the Bank, and the Company will be
succeeded by Sound Federal Bancorp, Inc., a Delaware corporation that has been
established for the purpose of completing the conversion and reorganization. As
described in the enclosed material, the rights of stockholders of the new
Delaware corporation will be more limited than the rights stockholders currently
have. The differences in stockholder rights include the following: (i) approval
by at least 80% of the outstanding shares is required to remove a director for
cause; (ii) stockholders may not call special meetings; (iii) greater lead time
is required for stockholders to submit stockholder proposals; (iv) approval by
at least 80% of outstanding shares is required to amend the certificate of
incorporation and bylaws; (v) a residency requirement exists for directors; and
(vi) approval by at least 80% of outstanding shares is required to approve
business combinations involving an interested stockholder. As part of the
conversion and reorganization, shares of common stock representing the Mutual
Holding Company's ownership interest in the Company will be offered for sale in
a subscription and community offering by Sound Federal Bancorp, Inc. Common
stock of the Company currently held by public stockholders will be exchanged for
new shares pursuant to an exchange ratio that will ensure that stockholders at
the time of the exchange will own the same percentage of Sound Federal Bancorp,
Inc. after the conversion and reorganization as was held immediately prior
thereto, exclusive of any shares purchased by the stockholder in the offering
and cash received in lieu of fractional shares;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposal at the Meeting on the
date specified above, or on any date or dates to which by original or later
adjournment the Meeting may be adjourned. Stockholders of record at the close of
business on November 5, 2002 are the stockholders entitled to vote at the
Meeting, and any adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR
HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING.
HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN
NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO
VOTE PERSONALLY AT THE MEETING.
By Order of the Board of Directors
/a/ Anthony J. Fabiano
----------------------
Anthony J. Fabiano
Corporate Secretary
Mamaroneck, New York
November 12, 2002
IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
QUESTIONS AND ANSWERS
FOR STOCKHOLDERS OF SOUND FEDERAL BANCORP
You should read this document and the accompanying prospectus (which includes a
detailed index) for more information about the conversion and reorganization.
The plan of conversion and reorganization described herein has been
conditionally approved by our regulators.
Q. WHAT ARE STOCKHOLDERS BEING ASKED TO APPROVE?
A. Sound Federal Bancorp stockholders as of November 5, 2002 are being asked
to vote on the plan of conversion and reorganization. Pursuant to the plan,
Sound Federal, MHC will convert from the mutual holding company form to the
stock form of organization (the "Conversion") and as part of the
Conversion, we will offer for sale Sound Federal, MHC's ownership interest
in Sound Federal Bancorp.
Q. WHAT ARE REASONS FOR THE MUTUAL-TO-STOCK CONVERSION AND RELATED
OFFERING?
A. The primary reasons for the Conversion are to (i) obtain additional capital
to support internal growth by increasing our lending in the communities we
serve, (ii) continue our expansion within our market area and the
contiguous counties, (iii) enhance stockholder returns through higher
earnings and more flexible capital management strategies and (iv)
facilitate acquisitions of other financial institutions as opportunities
arise. We do not now have any specific acquisition or expansion plans.
Q. WHAT WILL STOCKHOLDERS RECEIVE FOR THEIR EXISTING SOUND FEDERAL BANCORP
SHARES?
A. As more fully described in the prospectus section entitled "The
Conversion," depending on the number of shares sold in the offering, each
share of common stock that you own upon completion of the Conversion will
be exchanged for between 1.7782 new shares at the minimum and 2.4058 new
shares at the maximum of the offering range of Sound Federal Bancorp, Inc.
common stock (though cash will be paid in lieu of fractional shares).
Q. WHY WILL THE SHARES THAT I RECEIVE BE BASED ON A PRICE OF $10.00 PER SHARE
RATHER THAN THE TRADING PRICE OF THE COMMON STOCK PRIOR TO THE CONVERSION?
A. The Board of Directors of Sound Federal Bancorp selected a price of $10.00
per share for the stock offered for sale because it is a commonly selected
per share price for mutual-to-stock conversions of financial institutions.
The number of new shares you receive for your existing Sound Federal
Bancorp shares does not depend on the market price of Sound Federal Bancorp
common stock. It will depend on the number of shares sold in the offering,
which will in turn depend on the final independent appraisal of the pro
forma market value of Sound Federal Bancorp, Inc. assuming completion of
the Conversion and offering. The result will be that each existing
stockholder will own the same percentage of Sound Federal Bancorp, Inc.
after the Conversion as was held just prior thereto, exclusive of (i) any
shares purchased by the stockholder in the offering and (ii) cash received
in lieu of fractional shares.
Q. SHOULD I SUBMIT MY STOCK CERTIFICATES NOW?
A. No. If you hold your stock certificate(s), instructions for exchanging the
shares will be sent to you after completion of the Conversion. If your
shares are held in "street name," rather than in certificate form, the
share exchange will occur automatically upon completion of the Conversion.
(i)
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Q. WILL MY DIVIDENDS DECREASE?
A. Sound Federal Bancorp currently pays a cash dividend of $0.09 per
quarter or $0.36 per share per year. After the Conversion, we
intend to continue to pay cash dividends on a quarterly basis. We
expect to pay a dividend equal to $0.20 per share per year. The
amount of dividends that we intend to pay after the Conversion
will approximately preserve or increase the per share dividend
amount, as adjusted to reflect the exchange ratio, that Sound
Federal Bancorp stockholders currently receive.
Q. IF MY SHARES ARE HELD IN STREET NAME, WILL MY BROKER
AUTOMATICALLY VOTE ON MY BEHALF?
A. No. Your broker will not be able to vote your shares without
instructions from you. You should instruct your broker to vote
your shares, using the directions that your broker provides to
you.
Q. WHAT IF I DO NOT GIVE VOTING INSTRUCTIONS TO MY BROKER?
A. Your vote is important. If you do not instruct your broker to
vote your shares, the unvoted proxy will have the same effect as
a vote against the plan of conversion and reorganization.
Q. MAY I PLACE AN ORDER TO PURCHASE SHARES IN THE OFFERING, IN
ADDITION TO THE SHARES THAT I WILL RECEIVE IN THE EXCHANGE?
A. Yes. Eligible Sound Federal Savings and Loan Association
depositors have priority subscription rights allowing them to
purchase common stock in the subscription offering. Shares not
purchased in the subscription offering may be available for sale
to the public in a community offering, as fully described in the
prospectus. Sound Federal Bancorp stockholders as of November 5,
2002 have a preference in the community offering. If you hold
your stock certificate(s), you were mailed a stock order form and
order reply envelope with this document. If you hold your shares
in street name with a broker, you must call the stock information
center if you would like to receive a stock order form. The
telephone number is (914) 698-9241.
Other Questions?
For answers to other questions, please read the proxy statement and the
prospectus. Questions about the conversion, the offering or voting may be
directed to the stock information center by calling (914) 698-9241, from 8:00
a.m. to 3:30 p.m., Monday through Wednesday and Friday, and 8:30 a.m. to 6:00
p.m. Thursday, New York time.
(ii)
PROXY STATEMENT
of
SOUND FEDERAL BANCORP
300 Mamaroneck Avenue
Mamaroneck, New York 10543
(914) 698-6400
SPECIAL MEETING OF STOCKHOLDERS
December 30, 2002
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Sound Federal Bancorp (the
"Company"), to be used at the Special Meeting of Stockholders of the Company
(the "Meeting"), which will be held at Hyatt Regency-Greenwich, 1800 East Putnam
Avenue, Greenwich, Connecticut, on December 30, 2002 at 11:00 a.m., local time,
and all adjournments thereof. The accompanying Notice of Special Meeting of
Stockholders and this Proxy Statement are first being mailed to stockholders on
or about November 22, 2002.
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon.
Please sign and return your Proxy in order for your vote to be counted. Where no
instructions are indicated, proxies, if signed, will be voted "FOR" the proposal
set forth in this Proxy Statement for consideration at the Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, at the address shown above, or by filing a duly
executed proxy bearing a later date. The presence at the Meeting of any
stockholder who had given a proxy shall not revoke such proxy unless the
stockholder delivers his or her ballot in person at the Meeting or delivers a
written revocation to the Secretary of the Company prior to the voting of such
proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the Company's common stock at the close of business on
November 5, 2002 (the "Voting Record Date") are entitled to one vote for each
share of common stock held. As of the Voting Record Date, there were 4,778,292
shares of common stock issued and outstanding, 2,810,510 of which were held by
Sound Federal, MHC (the "Mutual Holding Company"), and 1,967,782 of which were
held by stockholders other than the Mutual Holding Company ("Public
Stockholders"). The presence in person or by proxy of at least a majority of the
issued and outstanding shares of common stock entitled to vote is necessary to
constitute a quorum at the Meeting.
Pursuant to Office of Thrift Supervision ("OTS") regulations and the plan
of conversion and reorganization (the "Plan"), completion of the conversion of
Sound Federal, MHC from the mutual to the stock form of organization (the
"Conversion") is subject to the approval of the Plan by the OTS and by a
majority of the total votes eligible to be cast by members of the Mutual Holding
Company (i.e., depositors and certain borrowers of Sound Federal Savings and
Loan Association (the "Bank")). In addition, the transactions incident to the
Conversion and the Plan must be approved by at least two-thirds of the
outstanding shares of common stock, and a majority of votes cast by Public
Stockholders. With respect to the required affirmative vote of at least
two-thirds of the outstanding shares of common stock, abstentions and broker
non-votes will have the effect as a vote against the Plan. With respect to the
required affirmative vote by a majority of votes cast by stockholders other than
the Mutual Holding Company, broker non-votes will be considered as shares not
voted. No proxy that is voted against approval of the Plan will be voted in
favor of adjournment to further solicit proxies. The Mutual Holding Company has
indicated its intentions to vote all of its shares to approve the Plan.
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PROPOSAL I--APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION
In addition to this Proxy Statement, you have received as part of this
mailing a Prospectus that describes the Company, the Conversion and related
offering. The Prospectus is incorporated by reference into this Proxy Statement.
Therefore, you should carefully read the Prospectus prior to voting on the
proposal to be presented at the Meeting. Details of the Conversion are addressed
in the Prospectus sections entitled "Summary" and "The Conversion."
Following the Conversion, the Mutual Holding Company will cease to exist
and therefore will no longer control a majority of the issued and outstanding
shares of common stock of the Company. Existing Public Stockholders of the
Company, a federal corporation, will become stockholders of Sound Federal
Bancorp, Inc., a Delaware corporation. The rights of stockholders of the new
Delaware corporation will be more limited than the rights stockholders currently
have. The differences in stockholder rights under the Delaware certificate of
incorporation and bylaws are not mandated by Delaware law but have been chosen
by management as being in the best interests of the newly-formed Delaware
corporation and all of its stockholders.
The material differences are as follows:
1. Approval by at Least 80% of Outstanding Shares is Required to
Remove a Director for Cause. Under the current federal bylaws,
any director may be removed for cause by the holders of a
majority of the outstanding voting shares. Sound Federal Bancorp,
Inc.'s Delaware certificate of incorporation provides that any
director may be removed for cause by the holders of at least 80%
of the outstanding voting shares of Sound Federal Bancorp, Inc.
2. Stockholders May Not Call Special Meetings. Special meetings of
the Company's current stockholders may be called by the holders
of not less than one-tenth of the outstanding capital stock
entitled to vote at the meeting. Sound Federal Bancorp, Inc.'s
Delaware certificate of incorporation provides that special
meetings of the stockholders of Sound Federal Bancorp, Inc. may
be called only by a majority vote of the total authorized
directors.
3. Greater Lead Time is Required for Stockholders to Submit
Stockholder Proposals. The Company's current stockholders must
submit nominations for election of directors at an annual meeting
of stockholders and any new business to be taken up at such a
meeting by filing the proposal in writing with the Company at
least five days before the date of any such meeting. Sound
Federal Bancorp, Inc.'s Delaware bylaws generally provide,
however, that any stockholder desiring to make a nomination for
the election of directors or a proposal for new business at a
meeting of stockholders must submit written notice to Sound
Federal Bancorp, Inc. at least 90 days prior to the anniversary
date of the mailing of proxy materials in connection with the
immediately preceding annual meeting of stockholders.
4. Approval by at Least 80% of Outstanding Shares is Required to
Amend the Certificate of Incorporation and Bylaws. No amendment
of the current federal stock charter may be made unless it is
first proposed by the Board of Directors of the Company, then
preliminarily approved by the OTS, and thereafter approved by the
holders of a majority of the total votes eligible to be cast at a
legal meeting. Sound Federal Bancorp, Inc.'s Delaware certificate
of incorporation may be amended by the vote of the holders of a
majority of the outstanding shares of Sound Federal Bancorp, Inc.
common stock, except that the provisions of the certificate of
incorporation governing the calling of meetings of stockholders
and the prohibition of action by written consent of stockholders,
stockholder nominations and proposals, limitations on voting
rights of 10% stockholders, the number and staggered terms of
directors, vacancies on the Board of Directors and removal of
directors, approval of certain business combinations,
indemnification of officers and directors, and the manner of
amending the certificate of incorporation and bylaws, may not be
repealed, altered, amended or rescinded except by the vote of the
holders of at least 80% of the outstanding shares of Sound
Federal Bancorp, Inc.
2
<Page>
The Company's federal bylaws may be amended by a majority vote of the full Board
of Directors of the Company or by a majority vote of the votes cast by the
stockholders of the Company at any legal meeting. Sound Federal Bancorp, Inc.'s
Delaware bylaws may only be amended by a majority vote of the Board of Directors
of Sound Federal Bancorp, Inc. or by the holders of at least 80% of the
outstanding stock of Sound Federal Bancorp, Inc.
5. Residency Requirement Exists for Directors. Sound Federal
Bancorp, Inc.'s Delaware bylaws provide that only persons who
reside or work in a county in which the Bank maintains an office
or in a county contiguous to a county in which the Bank maintains
an office will be qualified to be appointed or elected to the
Board of Directors of Sound Federal Bancorp, Inc. The Company's
federal bylaws have no similar provision.
6. Approval by at Least 80% of Outstanding Shares is Required to
Approve Business Combinations Involving an Interested
Stockholder. Sound Federal Bancorp, Inc.'s Delaware certificate
of incorporation requires the approval of the holders of at least
80% of Sound Federal Bancorp's outstanding shares of voting stock
to approve certain "Business Combinations" involving an
"Interested Stockholder" except where (i) the proposed
transaction has been approved by two-thirds of the members of the
Board of Directors who are unaffiliated with the Interested
Stockholder and who were directors prior to the time when the
Interested Stockholder became an Interested Stockholder, or (ii)
certain "fair price" provisions are complied with. The term
"Interested Stockholder" includes any individual, corporation,
partnership or other entity, other than Sound Federal Bancorp,
Inc. or its subsidiary, which owns beneficially or controls,
directly or indirectly, 10% or more of the outstanding shares of
voting stock of Sound Federal Bancorp, Inc. or an affiliate of
such person or entity. The Company's federal bylaws have no
similar provision.
The Company's Board of Directors believes that the provisions described
above are prudent and upon consummation of the Conversion will reduce its
vulnerability to takeover attempts and certain other transactions that have not
been negotiated with and approved by its Board of Directors. These provisions
will also assist Sound Federal Bancorp, Inc. in the orderly deployment of the
Conversion proceeds into productive assets during the initial period after the
Conversion. The Board of Directors believes these provisions are in the best
interests of the Company and its stockholders. The Board of Directors believes
that it will be in the best position to determine the true value of Sound
Federal Bancorp, Inc. and to negotiate more effectively for what may be in the
best interests of its stockholders. Accordingly, the Board of Directors believes
that it is in the best interests of Sound Federal Bancorp, Inc. and its
stockholders to encourage potential acquirers to negotiate directly with the
Board of Directors of Sound Federal Bancorp, Inc. and that these provisions will
encourage such negotiations and discourage hostile takeover attempts. It is also
the view of the Board of Directors that these provisions should not discourage
persons from proposing a merger or other transaction at a price reflective of
the true value of Sound Federal Bancorp, Inc. and that is in the best interests
of all stockholders.
Takeover attempts that have not been negotiated with and approved by the
Board of Directors present the risk of a takeover on terms that may be less
favorable than might otherwise be available. A transaction that is negotiated
and approved by the Board of Directors, on the other hand, can be carefully
planned and undertaken at an opportune time in order to obtain maximum value of
Sound Federal Bancorp, Inc. for its stockholders, with due consideration given
to matters such as the management and business of the acquiring corporation and
maximum strategic development of Sound Federal Bancorp, Inc.'s assets.
Although a tender offer or other takeover attempt may be made at a price
substantially above the current market price, such offers are sometimes made for
less than all of the outstanding shares of a target company. As a result,
stockholders may be presented with the alternative of partially liquidating
their investment at a time that may be disadvantageous, or retaining their
investment in an enterprise that is under different management and whose
objectives may not be similar to those of the remaining stockholders.
Despite the Board of Directors' belief as to the benefits to stockholders
of these provisions of Sound Federal Bancorp, Inc.'s Delaware certificate of
incorporation and bylaws, these provisions may also have the effect of
discouraging a future takeover attempt that would not be approved by the Board
of Directors, but pursuant to which stockholders may receive a substantial
premium for their shares over then current market prices. As a result,
stockholders who might desire to participate in such a transaction may not have
any opportunity to do so. Such provisions will also make it more difficult to
remove our Board of Directors and management. The Board of Directors, however,
has concluded that the potential benefits outweigh the possible disadvantages.
3
<Page>
See "Comparison Of Stockholders' Rights" in the enclosed Prospectus for a
complete discussion of the material differences to stockholders.
DISSENTERS' AND APPRAISAL RIGHTS
Under OTS regulations, stockholders will not have dissenters' rights or
appraisal rights in connection with the exchange of their common stock for
shares of common stock of Sound Federal Bancorp, Inc. pursuant to the exchange
ratio described in the Prospectus.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement. However,
if any matters should properly come before the Meeting, it is intended that
holders of the proxies will act as directed by a majority of the Board of
Directors, except for matters related to the conduct of the Meeting, as to which
they shall act in accordance with their best judgment.
The Plan sets forth the terms, conditions, and provisions of the proposed
Conversion. The certificate of incorporation and bylaws of the new Delaware
corporation are exhibits to the Plan. If you would like to receive an additional
copy of the Prospectus, or a copy of the Plan and the certificate of
incorporation and bylaws of the new Delaware corporation, you must request such
materials in writing, addressed to the Secretary of the Company at the address
given above. Such requests must be received by the Company no later than
December 16, 2002. If the Company does not receive your request by such date,
you will not be entitled to have such materials mailed to you.
To the extent necessary to permit approval of the Plan, proxies may be
solicited by officers, directors, or regular employees of the Company and/or the
Bank, in person, by telephone, or through other forms of communication and, if
necessary, the Meeting may be adjourned to a later date. Such persons will be
reimbursed by the Company and/or the Bank for their reasonable out-of-pocket
expenses, including, but not limited to, telephone and postage expenses incurred
in connection with such solicitation. The Company and/or the Bank have not
retained a proxy solicitation firm to provide advisory services in connection
with the solicitation of proxies. The cost of solicitation of proxies will be
borne by the Company. The Company will reimburse brokerage firms and other
custodians, nominees, and fiduciaries for reasonable expenses incurred by them
in sending proxy materials to the beneficial owners of common stock.
YOUR VOTE IS IMPORTANT! THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
THE PLAN. THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SHARES IN THE OFFERING. THE OFFER IS MADE ONLY BY THE PROSPECTUS.
BY THE ORDER OF THE BOARD OF DIRECTORS
/s/ Anthony J. Fabiano
--------------------
Anthony J. Fabiano
Corporate Secretary
Mamaroneck, New York
November 12, 2002
4
REVOCABLE PROXY
SOUND FEDERAL BANCORP
SPECIAL MEETING OF STOCKHOLDERS
December 30, 2002
The undersigned hereby appoints the full Board of Directors, with full
powers of substitution to act as attorneys and proxies for the undersigned to
vote all shares of Common Stock of Sound Federal Bancorp (the "Company") which
the undersigned is entitled to vote at a Special Meeting of Stockholders
("Meeting") to be held at the Hyatt Regency-Greenwich, 1800 East Putnam Avenue,
Greenwich, Connecticut, at 11:00 a.m., local Time, on December 30, 2002. The
official proxy committee is authorized to cast all votes to which the
undersigned is entitled as follows:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
1. A plan of conversion and reorganization pursuant to which Sound
Federal, MHC will be merged into Sound Federal Savings and Loan
Association, and the Company will be succeeded by Sound Federal
Bancorp, Inc., a Delaware corporation that has been established
for the purpose of completing the conversion and reorganization.
As described in the enclosed material, the rights of stockholders
of the new Delaware corporation will be more limited than the
rights stockholders currently have. The differences in
stockholder rights include the following: (i) approval by at
least 80% of outstanding shares is required to remove a director
for cause; (ii) stockholders may not call special meetings; (iii)
greater lead time is required for stockholders to submit
stockholder proposals; (iv) approval by at least 80% of
outstanding shares is required to amend the certificate of
incorporation and bylaws; (v) a residency requirement exists for
directors; (vi) approval by at least 80% of outstanding shares is
required to approve business combinations involving an interested
stockholder. As part of the conversion, shares of common stock
representing the Sound Federal, MHC's ownership interest in the
Company will be offered for sale in a subscription and community
offering by Sound Federal Bancorp, Inc. Common stock of the
Company currently held by public stockholders will be exchanged
for new shares pursuant to an exchange ratio that will ensure
that stockholders at the time of the exchange will own the same
percentage of Sound Federal Bancorp, Inc. after the conversion as
was held immediately prior thereto, exclusive of any shares
purchased by the stockholder in the offering and cash received in
lieu of fractional shares.
The Board of Directors recommends a vote "FOR" the listed proposal.
IF SIGNED, THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY, IF SIGNED, WILL BE VOTED FOR THE PROPOSITION STATED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE
VOTED BY THE ABOVE-NAMED PROXIES AT THE DIRECTION OF A MAJORITY OF THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Special
Meeting of Stockholders, or by the filing of a later-dated proxy prior to a vote
being taken on a particular proposal at the Meeting.
Dated: _________________, 2002
- ------------------------------- ----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------- ----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
Please complete, date and sign this proxy and return it promptly
in the enclosed postage-paid envelope.