SOUND FEDERAL BANCORP
300 MAMARONECK AVENUE
MAMARONECK, NEW YORK 10543
(914) 698-6400
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER __, 2002
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of Sound Federal Bancorp (the "Company") will be held at
_________________________________, at ______ __.m., New York time, on December
__, 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 a new Delaware corporation with the same name as the
Company which has been established for the purpose of completing the
conversion. 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 required to remove a director for cause; (ii) the inability of
stockholders to call special meetings; (iii) greater lead time required
for stockholders to submit stockholder proposals; (iv) approval by at
least 80% of outstanding shares required to amend the certificate of
incorporation and bylaws; (v) a residency requirement for directors; and
(vi) approval by at least 80% of outstanding shares 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. Common stock of the
Company currently held by public stockholders will be converted into new
shares pursuant to an exchange ratio that will ensure that stockholders at
the time of the conversion will own the same percentage of Sound Federal
Bancorp 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;
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 October __, 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
Anthony J. Fabiano
CORPORATE SECRETARY
Mamaroneck, New York
November __, 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 October __, 2002 are 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 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 (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. 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, assuming completion of the Conversion and offering. The
result will be that each existing stockholder will own the same percentage
of Sound Federal Bancorp 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.
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
(i)
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 and Sound Federal
Bancorp 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 October __, 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) ___-____.
OTHER QUESTIONS?
For answers to other questions, please read the Proxy Statement and the
prospectus, which includes a Questions and Answers section. Questions about the
offering or voting may be directed to the stock information center by calling
(914) ___-____, 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 __, 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
___________________________________________, New York, on December __, 2002 at
__:____ _. m., New York 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 __, 2002.
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REVOCATION OF PROXIES
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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.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of the Company's common stock at the close of business
on October __, 2002 (the "Voting Record Date") are entitled to one vote for each
share held. As of the Voting Record Date, there were __________ shares of common
stock issued and outstanding, __________ of which were held by Sound Federal,
MHC (the "Mutual Holding Company"), and ___________ 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 of 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. Management believes that the
Mutual Holding Company will vote all of its shares to approve the Plan.
1
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PROPOSAL I--APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION
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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 Sound Federal Bancorp. Existing Public Stockholders of the Company, a
federal corporation, will become stockholders of Sound Federal Bancorp, 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 in being in the best interests of the newly-formed corporation and
all of its stockholders.
The material differences are as follows:
1. APPROVAL BY AT LEAST 80% OF OUTSTANDING SHARES 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'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.
2. INABILITY OF STOCKHOLDERS TO 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's Delaware certificate of incorporation
provides that special meetings of the stockholders of Sound Federal
Bancorp may be called only by a majority vote of the total authorized
directors.
3. GREATER LEAD TIME 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 Sound Federal Bancorp at least five days before the date of
any such meeting. Sound Federal Bancorp'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 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 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'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 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.
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's Delaware bylaws may only be amended by a majority vote of the
Board of Directors of Sound Federal Bancorp or by the holders of at least
80% of the outstanding stock of Sound Federal Bancorp.
2
5. RESIDENCY REQUIREMENT FOR DIRECTORS. Sound Federal Bancorp's Delaware
bylaws provide that only persons who reside or work in a county in which
Sound Federal Savings and Loan Association maintains an office or in a
county contiguous to a county in which Sound Federal Savings and Loan
Association maintains an office will be qualified to be appointed or
elected to the Board of Directors of Sound Federal Bancorp. The Company's
federal bylaws have no similar provision.
6. APPROVAL BY AT LEAST 80% OF OUTSTANDING SHARES WILL BE REQUIRED TO APPROVE
BUSINESS COMBINATIONS INVOLVING AN INTERESTED STOCKHOLDER. Sound Federal
Bancorp'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 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 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 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
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 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 and its stockholders to encourage potential acquirers to
negotiate directly with the Board of Directors of Sound Federal Bancorp 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 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 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'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'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.
See "Comparison Of Stockholders' Rights" in the enclosed Prospectus for a
complete discussion of the material differences to stockholders.
3
DISSENTERS' AND APPRAISAL RIGHTS
Under OTS regulations, Public 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 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 __, 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
Anthony J. Fabiano
CORPORATE SECRETARY
Mamaroneck, New York
November __, 2002
4
REVOCABLE PROXY
SOUND FEDERAL BANCORP
SPECIAL MEETING OF STOCKHOLDERS
DECEMBER __, 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 _________________________________, New York, at
__:__ _.m., New York Time, on December __, 2002. The official proxy committee is
authorized to cast all votes to which the undersigned is entitled as follows:
1. A plan of conversion and reorganization pursuant FOR AGAINST ABSTAIN
to which Sound Federal, MHC will be merged into / / / / / /
Sound Federal Savings and Loan Association, and
the Company will be succeeded by a new Delaware
corporation with the same name as the Company
which 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 required to remove
a director for cause; (ii) the inability of
stockholders to call special meetings; (iii)
greater lead time required for stockholders to
submit stockholder proposals; (iv) approval by at
least 80% of outstanding shares to amend the
Certificate of Incorporation and Bylaws; (v) a
residency requirement for directors; (vi) approval
by at least 80% of outstanding shares 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.
Common stock of the Company currently held by
public stockholders will be converted into new
shares pursuant to an exchange ratio that will
ensure that stockholders at the time of the
conversion will own the same percentage of Sound
Federal Bancorp 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.
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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.
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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
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee, or guardian, please give your full title. If
shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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