0000910647-01-500199.txt : 20011009
0000910647-01-500199.hdr.sgml : 20011009
ACCESSION NUMBER: 0000910647-01-500199
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011024
FILED AS OF DATE: 20010926
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MYSTIC FINANCIAL INC
CENTRAL INDEX KEY: 0001044880
STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036]
IRS NUMBER: 043401049
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23533
FILM NUMBER: 1745188
BUSINESS ADDRESS:
STREET 1: 60 HIGH STREET
CITY: MEDFORD
STATE: MA
ZIP: 02155
BUSINESS PHONE: 6173952800
MAIL ADDRESS:
STREET 1: 60 HIGH STREET
CITY: MEDFORD
STATE: MA
ZIP: 02155
DEF 14A
1
mys-d14a.txt
BODY OF FORM DEF 14A
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Mystic Financial, Inc.
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
---------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date Filed:
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Mystic Financial Logo
September 26, 2001
Dear Stockholder:
You are cordially invited to attend the 2001 Annual Meeting of
Stockholders of Mystic Financial, Inc., the holding company for Medford Co-
operative Bank, Medford, Massachusetts, which will be held on October 24,
2001 at the offices of Medford Co-operative Bank, 201 Salem Street,
Medford, Massachusetts, at 10:00 a.m., Eastern Time (the "Annual Meeting").
The attached Notice of the 2001 Annual Meeting of Stockholders and
Proxy Statement describe the formal business to be transacted at the Annual
Meeting. Directors and officers of Mystic Financial will be present at the
Annual Meeting to report on the business of Mystic Financial and Medford
Co-operative Bank and to answer questions.
The Board of Directors of Mystic Financial has determined that an
affirmative vote on each matter to be considered at the Annual Meeting is
in the best interests of Mystic Financial and its stockholders and
unanimously recommends a vote "FOR" each of these matters.
Please complete, sign and return the enclosed proxy card promptly
whether or not you plan to attend the Annual Meeting. Your vote is
important regardless of the number of shares you own. Voting by proxy will
not prevent you from voting in person at the Annual Meeting but will assure
that your vote is counted if you are unable to attend.
On behalf of the Board of Directors and the employees of Mystic
Financial and Medford Co-operative Bank, we thank you for your continued
support.
Sincerely yours,
/s/ John J. McGlynn
John J. McGlynn
Chairman of the Board
Mystic Financial, Inc.
60 High Street
Medford, Massachusetts 02155
(781) 395-2800
Notice Of Annual Meeting Of Stockholders
To Be Held October 24, 2001
At the 2001 Annual Meeting, we will ask you to:
* Elect four directors to serve for a term of three years, with
the exception of Ralph W. Dunham, who will serve for two years.
The following four directors are the Nominating Committee's
nominees:
* Julie Bernardin * John A. Hackett
* Ralph W. Dunham * Lorraine P. Silva
* Ratify the appointment of Wolf & Company, P.C. as our
independent auditors for the fiscal year ending June 30, 2002;
and
* Transact any other business as may properly come before the
Annual Meeting.
You may vote at the Annual Meeting if you were a stockholder of
Mystic Financial at the close of business on August 31, 2001, the record
date.
By Order of the Board of Directors,
/s/ John M. O'Donnell
John M. O'Donnell
Secretary
Medford, Massachusetts
September 26, 2001
===========================================================================
You are cordially invited to attend the Annual Meeting. It is important
that your shares be represented regardless of the number of shares you own.
The Board of Directors urges you to sign, date and mark the enclosed proxy
card promptly and return it in the enclosed envelope. Returning the proxy
card will not prevent you from voting in person if you attend the Annual
Meeting.
===========================================================================
GENERAL INFORMATION
General
We have sent you this Proxy Statement and enclosed proxy card because
the Board of Directors is soliciting your proxy to vote at the Annual
Meeting. This Proxy Statement summarizes the information you will need to
know to cast an informed vote at the Annual Meeting. You do not need to
attend the Annual Meeting to vote your shares. You may simply complete,
sign and return the enclosed proxy card and your votes will be cast for you
at the Annual Meeting.
We began mailing this Proxy Statement, the Notice of Annual Meeting
and the enclosed proxy card on or about September 26, 2001 to all
stockholders entitled to vote. If you owned Mystic Financial's common stock
at the close of business on August 31, 2001, the record date, you are
entitled to vote at the Annual Meeting. On the record date, there were
1,711,216 shares of common stock outstanding.
Quorum
A quorum of stockholders is necessary to hold a valid meeting. If the
holders of at least a majority of the total number of the outstanding
shares of common stock entitled to vote are represented in person or by
proxy at the Annual Meeting, a quorum will exist. Shares underlying broker
non-votes will not be counted as having been voted in person or by proxy
and will have no effect on the election of directors.
Voting Rights
You are entitled to one vote at the Annual Meeting for each share of
Mystic Financial's common stock that you owned at the close of business on
August 31, 2001. The number of shares you own (and may vote) is listed at
the top of the back of the proxy card.
You may vote your shares at the Annual Meeting in person or by proxy.
To vote in person, you must attend the Annual Meeting and obtain and submit
a ballot, which we will provide to you at the Annual Meeting. To vote by
proxy, you must complete, sign and return the enclosed proxy card. If you
properly complete your proxy card and send it to us in time to vote, your
"proxy" (one of the individuals named on your proxy card) will vote your
shares as you have directed. If you sign the proxy card but do not make
specific choices, your proxy will vote your shares FOR each of the
proposals identified in the Notice of the Annual Meeting.
If any other matter is presented, your proxy will vote the shares
represented by all properly executed proxies on such matters as a majority
of the Board of Directors determines. As of the date of this Proxy
Statement, we know of no other matters that may be presented at the Annual
Meeting, other than those listed in the Notice of the Annual Meeting.
1
Vote Required
Proposal 1: The four nominees for director who receive the most
Elect Four votes will be elected. So, if you do not vote for a
Directors nominee, or you indicate "withhold authority" for any
nominee on your proxy card, your vote will not count
"for" or "against" the nominee. You may not vote your
shares cumulatively for the election of directors.
Proposal 2: The affirmative vote of a majority of the shares
Ratify Appointment present in person or by proxy at the Annual Meeting
of Independent and entitled to vote on this proposal is required to
Public Accountants ratify the appointment of Wolf & Company, P.C. as
Mystic Financial's independent certified public
accountants. So, if you "abstain" from voting, it has
the same effect as if you voted "against" this
proposal.
Effect of Broker Non-Votes
If your broker holds shares that you own in "street name," the broker
may vote your shares on the two proposals listed above even if the broker
does not receive instructions from you. If your broker does not vote on any
of the proposals, this will constitute a "broker non-vote." Here is the
effect of a "broker non-vote":
* Proposal 1: Elect Four Directors. A broker non-vote would have no
effect on the outcome of this proposal because only a plurality of
votes cast is required to elect a director.
* Proposal 2: Ratify Appointment of Independent Public Accountants. A
broker non-vote would have no effect on the outcome of this proposal.
Revoking Your Proxy
You may revoke your proxy at any time before it is exercised by:
* Filing with the Secretary of Mystic Financial a letter revoking the
proxy;
* Submitting another signed proxy with a later date; or
* Attending the Annual Meeting and voting in person, provided you file
a written revocation with the Secretary of Mystic Financial prior to
the voting of such proxy.
If your shares are not registered in your own name, you will need
appropriate documentation from your stockholder of record to vote
personally at the Annual Meeting. Examples of such documentation include a
broker's statement, letter or other document that will confirm your
ownership of shares of Mystic Financial.
2
Solicitation of Proxies
Mystic Financial will pay the costs of soliciting proxies from its
stockholders. Directors, officers or employees of Mystic Financial and
Medford Co-operative Bank may solicit proxies by:
* mail;
* telephone; and
* other forms of communication.
We will also reimburse persons, firms and corporations holding shares
in their names or in the name of their nominees, which are beneficially
owned by others, for the expenses that incur in forwarding the proxy
materials to and obtaining proxies from such beneficial owners. In
addition, we have retained MacKenzie Partners, Inc. to assist in the
solicitation of proxies, which firm will be paid a fee of $2,500, plus out-
of-pocket expenses.
Security Ownership of Certain Beneficial Owners
The following table contains common stock ownership information for
persons known to Mystic Financial to "beneficially own" 5% or more of
Mystic Financial's common stock as of August 31, 2001. In general,
beneficial ownership includes those shares that a person has the power to
vote, sell, or otherwise dispose of. Beneficial ownership also includes
that number of shares which an individual has the right to acquire within
60 days (such as by exercising stock options) of the date this table was
prepared. Two or more persons may be considered the beneficial owner of the
same share. We obtained the information provided in the following table
from filings with the U.S. Securities and Exchange Commission (the "SEC")
and with Mystic Financial. In this Proxy Statement, "voting power" is the
power to vote or direct the voting of shares, and "investment power"
includes the power to dispose or direct the disposition of shares.
3
Percent of
Amount of Shares of
Name and Address Beneficial Common Stock
Title of Class of Beneficial Owner Ownership Outstanding
-------------- ------------------- ---------- ------------
Common Stock, Mystic Financial, Inc. Employee 146,261(1) 8.55%
$.01 par value Stock Ownership Plan Trust
HSBC Bank USA
140 Broadway
New York, NY 10005
Common Stock, Thomson Horstman & Bryant, Inc. 172,900(2) 10.10%
$.01 par value Park 80 West, Plaza Two
Saddle Brook, NJ 07663
Common Stock, SuNova Partners, L.P. 113,800(3) 6.05%
$.01 par value SuNova Long-Term Opportunity Fund, L.P.
SuNova Holdings, LLC.
SuNova Capital, LP
SuNova, LLC
Matthew Byrnes
Felice Gelman
780 Third Avenue, 30th Floor
New York, NY 10017
____________________
The Mystic Financial, Inc. Employee Stock Ownership Plan ("ESOP") is
administered by the Compensation Committee of Mystic Financial's
Board of Directors (the "Compensation Committee"). The ESOP's assets
are held in a trust (the "ESOP Trust"), for which HSBC Bank USA,
serves as trustee (the "ESOP Trustee"). The ESOP Trust purchased
these shares with funds borrowed from Mystic Financial, initially
placed these shares in a suspense account for future allocation and
intends to allocate them to employees participating in the ESOP over
a period of years as its acquisition debt is retired. The ESOP
Trustee is the beneficial owner of the shares held in the ESOP Trust.
The terms of the ESOP Trust Agreement provide that, subject to the
ESOP Trustee's fiduciary responsibilities under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the
ESOP Trustee will vote, tender or exchange shares of common stock
held in the ESOP Trust allocated to participants' accounts in
accordance with instructions received from the participants. As of
June 30, 2001, 70,629 shares have been allocated to the accounts of
the ESOP participants.
Based on a Schedule 13G filed with the SEC on February 2, 2001,
Thomson Horstman & Bryant, Inc. is a Delaware corporation which is an
investment advisor registered under the Investment Advisors Act of
1940, which exercises sole voting and dispositive power over all
shares of common stock of Mystic Financial held by it.
Based on a Schedule 13G filed with the SEC on April 17, 2001, SuNOVA
Partners, L.P. ("SuNOVA Partners"), SuNOVA Long-Term Opportunity
Fund, L.P. ("SuNOVA Long-Term"), SuNOVA Capital, LP ("SuNOVA
Capital") are Delaware limited liability partnerships and SuNOVA
Holdings, LLC ("SuNOVA Holdings") and SuNOVA, LLC ("SUNOVA") are
Delaware limited liability companies. SuNOVA Partners and SuNOVA
Long-Term reported shared voting and dispositive power of 45,678 and
30,700 shares, respectively, over shares directly owned by such
entities. SuNOVA Long-Term in its capacity as the general partner for
these two entities reported shared voting and dispositive power of
76,378 shares directly owned by SuNOVA Partners and SuNOVA Long-Term.
SuNOVA Capital reported shared voting and dispositive power of 37,422
shares held directly by SuNOVA Offshore Ltd. ("SuNOVA Offshore"), a
Cayman Islands corporation, in its capacity as the investment manager
to SuNOVA Offshore. SUNOVA also reported shared voting and
dispositive power of 37,422 shares directly owned by SuNOVA Offshore
as the general partner to SuNOVA Capital.
In their capacity as co-managing members of SuNOVA Holdings and
SuNOVA Capital, Mr. Bynes and Ms. Gelman reported shared voting and
dispositive power over 65,105 and 48,695 shares, respectively, for
shares of Mystic Financial common stock owned directly by SuNOVA
Partners, SuNOVA Long-Term and SuNOVA Offshore.
4
Security Ownership of Management
The following table shows the number of shares of Mystic Financial's
common stock beneficially owned by each director and named executive
officer, and all directors and executive officers of Mystic Financial and
Medford Co-operative Bank as a group, as of August 31, 2001. Except as
otherwise indicated, each person shown in the table has sole voting and
investment power with respect to the shares of common stock listed next to
their name.
Amount and Nature Percent of
Position with of Beneficial Common Stock
Name Mystic Financial** Ownership(1)(2)(3)(4) Outstanding
---- ------------------ --------------------- ------------
Julie Bernardin Director 11,868(5) *
Thomas G. Burke Senior Vice President and 11,590 *
Commercial Loan Officer
Frederick N. Dello Russo Director 15,478(6) *
Ralph W. Dunham Director, President, Chief 37,862(7) 2.21%
Executive Officer and Treasurer
John A. Hackett Director 15,851(8) *
Richard M. Kazanjian Director 14,460(9) *
John W. Maloney Director 35,278(10) 2.06%
John J. McGlynn Chairman of the Board 23,640(11) 1.38%
John M. O'Donnell Executive Vice President and 11,848 *
Secretary
Lorraine P. Silva Director 29,249 1.71%
All directors and executive officers as a group (14 persons) 390,165(12)(13) 22.8 %
____________________
* Less than 1% of common stock outstanding.
** Titles are for both Mystic Financial and Medford Co-operative Bank,
except where indicated.
Includes shares of common stock as to which the named individual has
the right to acquire beneficial ownership, currently or within 60
days of the August 31, 2001 voting record date, pursuant to the
exercise of stock options, as follows: Ms. Bernardin - 4,278, Messrs.
Burke - 2,000, Dello Russo - 4,278, Dunham - 14,668, Hackett - 4,278,
Kazanjian - 4,278, Maloney - 4,278, McGlynn - 4,278, O'Donnell -
2,000, and Ms. Silva - 4,278.
See "Principal Stockholders of Mystic Financial" for a definition of
"beneficial ownership."
Includes restricted stock awards of 34,226 shares made to outside
directors under the Mystic Financial, Inc. 1999 Recognition and
Retention Plan ("RRP"). Under the RRP, Messrs. Dunham, Burke and
O'Donnell have been granted aggregate restricted stock awards of,
16,168, 3,000 and 6,000 shares of common stock, respectively, and all
other executive officers as a group were granted restricted stock
awards of 11,103 shares. On April 10, 2001, Mr. Dunham was granted
restricted stock awards of 1,500 shares with 33% vesting immediately,
33% vesting on December 31, 2002 and 33% on December 31, 2003. On
April 10, 2001, Mr. O'Donnell was granted restricted stock awards of
3,000 shares with 1,000 shares vesting each December 31st following
the grant date. Each recipient of a restricted stock award has sole
voting power, but no investment power except in limited
circumstances, over the common stock covered by the award. Except for
the grant of restricted stock awards of 1,500 shares to Mr. Dunham
and 3,000 shares to Mr. O'Donnell, the restricted stock awards will
vest at the rate of 20% per year on each December 31st following the
date of grant, with the first installment vested on December 31,
1999.
The figures shown above include shares held in trust pursuant to the
ESOP that have been allocated as of June 30, 2001 to individual
accounts as follows: Mr. Dunham - 4,176 shares, Mr. Burke - 4,090
shares, Mr. O'Donnell - 3,848 shares and other all executive officers
as a group 10,873 shares. Such persons have voting power (subject to
the legal duties of the ESOP Trustee) but no investment power, except
in limited circumstances, over such shares.
(Footnotes continued on next page)
5
Includes 2,119 shares held in Ms. Bernardin's individual retirement
account ("IRA").
Includes 7,000 shares jointly owed with his spouse and 2,000 shares
held in Mr. Dello Russo's employer's profit sharing plan.
Includes 1,650 shares held in Mr. Dunham's IRA and 200 shares held by
Mr. Dunham as custodian for his two children.
Includes 2,652 shares held in Mr. Hackett's IRA, 2,650 shares held in
his spouse's IRA, 1,200 shares jointly held with his spouse, and 100
shares which Mr. Hackett holds as custodian for his minor child.
Includes 5,211 shares jointly owned by Mr. Kazanjian and his spouse.
Includes 28,700 shares held in Mr. Maloney's employer's profit
sharing plan.
Includes 12,517 shares jointly owned by Mr. McGlynn and his spouse
and 1,874 shares owned by Mr. McGlynn's spouse.
The amount of shares for all directors and executive officers as a
group includes 146,261 shares held by the ESOP Trust that have not
been allocated to eligible participants as of June 30, 2001, over
which the Compensation Committee (consisting of Mr. Hackett, Mr.
McGlynn and Ms. Silva) may be deemed to have sole "investment power,"
thereby causing each committee member to be deemed a beneficial
owner. Each committee member disclaims beneficial ownership of these
shares. The individual participants in the ESOP have shared voting
power with the ESOP Trustee with respect to the unallocated shares
held in the ESOP Trust.
Includes shares held directly, held by certain members of the named
individuals' families, or held by trusts of which the named
individuals are trustees or substantial beneficiaries, with respect
to which shares the named individuals may be deemed to have sole or
shared voting or dispositive power.
6
DISCUSSION OF PROPOSALS RECOMMENDED BY BOARD
_____________________
PROPOSAL 1
ELECTION OF DIRECTORS
_____________________
General
The Nominating Committee has nominated four persons for election as
directors at the Annual Meeting. Each of the nominees is currently serving
on Mystic Financial's Board of Directors. If you elect the nominees, they
will hold office until the Annual Meeting in 2004, with the exception of
Ralph W. Dunham, who will serve until the Annual Meeting in 2003, or until
their successors have been elected.
We know of no reason why any nominee may be unable to serve as a
director. If any nominee is unable to serve, your proxy may vote for
another nominee proposed by the Board. If for any reason these nominees
prove unable or unwilling to stand for election, the Board will nominate
alternates or reduce the size of the Board of Directors to eliminate the
vacancy. The Board has no reason to believe that its nominees would prove
unable to serve if elected.
Nominees and Continuing Directors
Position(s) Held with
Director Term Mystic Financial and
Nominees Age(1) Since(2) Expires Medford Co-operative Bank
-------- ------ -------- ------- -------------------------
Julie Bernardin 58 1994 2001 Director
Ralph W. Dunham 45 2001 2003 Director, President, Chief Executive
Officer and Treasurer
John A. Hackett 61 1983 2001 Director
Lorraine P. Silva 70 1983 2001 Director
Continuing Directors
--------------------
Frederick N. Dello Russo 57 1998 2002 Director
Richard M. Kazanjian 65 1984 2002 Director
John W. Maloney 61 1998 2002 Director
John J. McGlynn 79 1966 2003 Director and Chairman of the Board
____________________
As of June 30, 2001.
Includes service as a Director with Medford Co-operative Bank prior
to Mystic Financial's incorporation in 1997.
The principal occupation and business experience of each nominee for
election as director and each Continuing Director is set forth below.
Unless otherwise indicated, each of the following persons has held his or
her present position for the last five years.
7
Nominees
Julie Bernardin, M.Ed., has been the sole proprietor of JB
Consulting, Medford, Massachusetts, a sole proprietorship for over ten
years. She is an executive and career coach and an organizational
consultant and trainer. Her national clients are from both the public and
private sector.
Ralph W. Dunham was named President and Chief Executive Officer of
Mystic Financial, Inc. and Medford Co-operative Bank on June 1, 2001. He
had served as Executive Vice President, Chief Financial Officer, and
Treasurer of Mystic Financial since 1997. He also served as Executive Vice
President of Medford Co-operative Bank since 1997 and the Chief Financial
Officer since 1988. Mr. Dunham is an attorney and certified public
accountant.
John A. Hackett is the President and owner of J.J. Ruddy Insurance
Agency, Inc., Medford, Massachusetts, which he has owned since 1962.
Lorraine P. Silva was employed by Medford Co-operative Bank for 28
years and has been retired since 1988.
Continuing Directors
Frederick N. Dello Russo has been the owner and operator of Dello
Russo Funeral Services, Inc., Medford, Massachusetts since 1978 and the
owner and operator of McLaughlin-Dello Russo Funeral Home, Woburn,
Massachusetts since 1995.
Richard M. Kazanjian is a Principal of Consolidated Realty Trust,
Medford, Massachusetts, and a General Partner in Wellington Realty,
Medford, Massachusetts. Mr. Kazanjian is also a representative of Pruco
Securities, Needham, Massachusetts.
John W. Maloney is the owner and treasurer of Arlex Oil Corporation,
Lexington, Massachusetts, which has been in the business of heating homes
and businesses for over 60 years.
John J. McGlynn is the Director of Special Projects for the Middlesex
Sheriff's Department, which involves locating properties for the
establishment of community counseling centers. Mr. McGlynn is also the
retired Commissioner of the Public Employee Retirement Administration for
the Commonwealth of Massachusetts in which he was responsible for the
regulation of all the retirement systems in the Commonwealth, municipal,
state, teachers, counties and authorities. Mr. McGlynn is a former member
of the Pension Reserves Investment Management Board, an eight member board
which oversaw the investments of $7.7 billion in reserve pension funds.
===========================================================================
The Board of Directors unanimously recommends a vote "For" all
of the nominees for election as directors.
===========================================================================
8
_____________________
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
_____________________
The Board of Directors has appointed Wolf & Company, P.C. as our
independent public auditors for Mystic Financial for the fiscal year ending
June 30, 2002, and we are asking stockholders to ratify the appointment. A
representative of Wolf & Company, P.C. is expected to be present at the
Annual Meeting and will be available to respond to appropriate questions.
===========================================================================
The Board of Directors unanimously recommends a vote "For" the
ratification of the appointment of Wolf & Company, P.C.
as independent auditors for Mystic Financial.
===========================================================================
INFORMATION ABOUT BOARD OF DIRECTORS AND MANAGEMENT
Board of Directors
Mystic Financial's Board of Directors currently consists of eight
members. Mystic Financial's Certificate of Incorporation and Bylaws provide
that the Board of Directors shall be divided into three classes, as nearly
equal in number as possible. The terms of four directors expire at the
Annual Meeting.
The Board of Directors oversees our business and monitors the
performance of our management. In accordance with our corporate governance
procedures, the Board of Directors does not involve itself in the day-to-
day operations of Mystic Financial. Mystic Financial's executive officers
and management oversee the day-to-day operations of Mystic Financial. The
directors fulfill their duties and responsibilities by attending regular
meetings of the Board which are held on a monthly basis. The directors also
discuss business and other matters with the Chairman of the Board and the
President, other key executives, and our principal external advisers (legal
counsel, auditors, financial advisors and other consultants).
Mystic Financial's Board of Directors met 17 times during the fiscal
year ended June 30, 2001. Each incumbent director attended at least 75% of
the meetings of the Board of Directors plus committee meetings on which
that particular director served during this period.
Committees of the Board
The Board of Directors of Mystic Financial has established the
following committees:
EXECUTIVE The Executive Committee provides advice and recommendations
COMMITTEE to the Board and considers strategic planning and industry
issues. Directors Kazanjian (Chairperson), Hackett, Maloney
and McGlynn serve as members of the Committee. The
Executive Committee met 20 times in the 2001 fiscal year.
9
NOMINATING The Nominating Committee recommends nominees for election
COMMITTEE as directors and reviews if any stockholder(s) nominations
comply with the notice procedures set forth in Mystic
Financial's Bylaws. Mystic Financial's Bylaws set forth a
procedure for stockholders to nominate directors by
notifying the Secretary of Mystic Financial in writing and
meeting other requirements set forth in the Bylaws.
Directors Dello Russo (Chairperson), Maloney and McGlynn
serve as members of the committee. The Nominating Committee
met once during the 2001 fiscal year.
COMPENSATION The Compensation Committee provides advice and
COMMITTEE recommendations to the Board in areas of employee salaries
and benefits and directors' compensation. Directors Hackett
(Chairperson), McGlynn and Silva serve as members of the
committee. The Compensation Committee met 18 times in the
2001 fiscal year.
AUDIT The Audit Committee oversees and monitors Mystic
COMMITTEE Financial's financial reporting process and internal
control system, reviews and evaluates the audit performed
by Mystic Financial's outside auditors and reports any
substantive issues found during the audit to the Board and
reviews and evaluates the internal audit program. Directors
Silva (Chairperson), Bernardin, Dello Russo, and Kazanjian
serve as members of the committee. The Audit Committee met
12 times in the 2001 fiscal year.
Audit Committee Report
The following Audit Committee Report is provided in accordance with
the rules and regulations of the Securities and Exchange Commission (the
"SEC"). Pursuant to such rules and regulations, this report shall not be
deemed "soliciting materials," filed with the SEC, subject to Regulation
14A or 14C of the SEC or subject to the liabilities of section 18 of the
Securities Exchange Act of 1934, as amended.
During 2001, the Audit Committee of Mystic Financial's Board held 12
formal meetings. It also met periodically throughout the year to discuss
matters consistent with its duties. The Audit Committee's membership was
comprised of Directors Silva (Chairperson), Bernardin, Dello Russo, and
Kazanjian.
Each member of Mystic Financial's Audit Committee is independent as
defined under the National Association of Securities Dealers' listing
standards. Mystic Financial's Audit Committee operates under a written
charter approved by the Board, a copy of which is attached as Appendix A to
this proxy statement.
Mystic Financial's Audit Committee assists the Board by overseeing
the audit coverage and monitoring the accounting, financial reporting, data
processing, regulatory, and internal control environments. The primary
duties and responsibilities of Mystic Financial's Audit Committee are to:
(1) serve as an independent and objective party to monitor Mystic
Financial's financial reporting process and internal control systems; (2)
review and appraise the audit efforts of Mystic Financial's independent
auditors and internal audit department; (3) evaluate Mystic Financial's
quarterly financial performance, as well as its compliance with laws and
regulations;
10
(4) oversee management's establishment and enforcement of financial
policies; and (5) provide an open avenue of communication among the
independent auditors, financial and senior management, the internal audit
department, and the Board.
Mystic Financial's Audit Committee has reviewed and discussed the
audited financial statements of Mystic Financial for the fiscal year ended
June 30, 2001 with Mystic Financial's management and Wolf & Company, P.C..
Mystic Financial's Audit Committee has discussed the matters required by
Statement on Auditing Standards No. 61 (Communication with Audit Committee)
with Wolf & Company, P.C.
During the fiscal year ended June 30, 2001, Mystic Financial retained
and paid the following fees to Wolf & Company, P.C. for services rendered:
Audit service, including quarterly review of
interim financial information $73,094
All other fees, including tax compliance $30,650
Mystic Financial's Audit Committee has also received the written
disclosures and the letter from Wolf & Company, P.C. required by
Independence Standards Board Standard No. 1 (entitled "Independence
Discussions with Audit Committees"), has discussed the independence of Wolf
& Company, P.C. and considered whether the provision of non-audit services
by Wolf & Company, P.C. is compatible with maintaining the auditor's
independence.
Based on the review and discussions noted above, Mystic Financial's
Audit Committee has recommended to the Board that Mystic Financial's
audited financial statements be included in Mystic Financial's Annual
Report on Form 10-K for the fiscal year ended June 30, 2001 for filing with
the SEC. A representative of Wolf & Company, P.C. is expected to be present
at the Annual Meeting to respond to appropriate questions and will have the
opportunity to make a statement if she or he so desires. Mystic Financial's
Audit Committee also recommended the reappointment, subject to stockholder
approval, of the independent auditors, and the Board concurred in such
recommendation.
Audit Committee of Mystic Financial, Inc.
Lorraine P. Silva (Chairperson)
Julie Bernardin
Frederick N. Dello Russo
Richard M. Kazanjian
11
Directors' Compensation
Director's Fees. Currently, each director of Medford Co-operative
Bank receives the following fees:
* fees of $400 per Board meeting attended;
* committee fees ranging from $200 to $1,075 per month;
* fees of $7,200 per year as a retainer.
The Chairman of the Board also receives an additional $6,000 annual
retainer. Total directors' meeting and committee fees for fiscal 2001 were
$208,000. Directors of Mystic Financial do not receive compensation for
their services as such but participate in Mystic Financial's stock option
plan and restricted stock plan.
Retirement Plan for Non-Employee Directors. Mystic Financial has
established a retirement plan for all non-employee directors of Mystic
Financial effective as of November 8, 2000 administered by the Compensation
Committee of the Board of Directors of Mystic Financial. This plan provides
for a lump sum payment equal to three times each director's annual
compensation received from Mystic Financial for service as a member of the
Board of Directors in the event of the director's termination of service as
a director due to death, disability, retirement after attaining age 75, or
for any reason other than cause (as defined in this plan) following or
within one year prior to a change of control. For purposes of this plan, a
change of control means: (i) a corporate reorganization, consolidation or
merger in which Mystic Financial (or Medford Co-operative Bank) is not
surviving entity; (ii) substantially all of Mystic Financial's (or Medford
Co-operative Bank's) assets are acquired or 25% beneficial ownership of
voting securities are acquired by unrelated party; (iii) liquidation or
dissolution of Mystic Financial (or Medford Co-operative Bank) is approved;
or (iv) change in the majority of the Board of Directors of Mystic
Financial (or Medford Co-operative Bank) occurs.
Executive Officers
The following individuals are executive officers of Mystic Financial
and hold the offices set forth opposite their names.
Name Position Held with Mystic Financial
---- -----------------------------------
Ralph W. Dunham President, Chief Executive Officer and Treasurer
John M. O'Donnell Executive Vice President and Secretary
The Board of Directors elects the executive officers of Mystic
Financial and Medford Co-operative Bank annually. The elected officers hold
office until their respective successors have been elected and qualified,
or until death, resignation or removal by the Board of Directors. Mystic
Financial has entered into Employment Agreements with certain of its
executive officers which set forth the terms of their employment. See "-
Employment Agreements."
12
Biographical information of executive officers of Mystic Financial
and Medford Co-operative Bank who are not directors is set forth below.
John M. O'Donnell, age 42, has served as Executive Vice President and
Secretary of Mystic Financial and Medford Co-operative Bank since June
2001. Prior to that he served as President and Chief Executive Officer of
Mystic Financial and Medford Co-operative Bank from April 10, 2001 to June
1, 2001. Mr. O'Donnell also served as Senior Vice President and Commercial
Loan Officer, positions he had held since December 1998. He joined Medford
Co-operative Bank in 1996 as Vice President, Commercial Loan Officer. Prior
to joining Medford Co-operative Bank, Mr. O'Donnell was employed at
Depositors Trust Company and Co-operative Bank of Concord from 1986 to 1996
as Senior Vice President of Lending.
Thomas G. Burke, age 54, has served as Senior Vice President and
Commercial Loan Officer of Medford Co-operative Bank since 1995. He is
responsible for all commercial lending and supervision of the commercial
loan department. Mr. Burke was formerly employed at Medford Savings Bank
from 1990 to 1995, where he was a Vice President and a Commercial Loan
Officer.
Deborah A. McNeill, age 46, has served as Senior Vice President since
1996 and Treasurer of Medford Co-operative Bank since 1993. Effective June
1, 2001, Ms. McNeill assumed responsibility for the financial reporting of
Mystic Financial and Medford Co-operative Bank. Ms. McNeill is responsible
for management and supervision of the accounting, operations and electronic
data processing departments. She has been an employee of Medford Co-
operative Bank for 27 years.
Henry T. Sampson, Jr., age 53, has served as Senior Vice President of
Medford Co-operative Bank since 1992 and the Chief Residential Loan Officer
of Medford Co-operative Bank since 1993. Mr. Sampson is responsible for all
non-commercial lending and supervision of the lending department and has
been an employee of Medford Co-operative Bank for 22 years.
Annette J. Hunt, age 42, has served as Senior Vice President since
November 1999 and Vice President/Branch Administrator of Medford Co-
operative Bank since 1997. She joined Medford Co-operative Bank in 1995 as
Vice President/Branch Manager of the Salem Street Office. She is currently
responsible for the overall operation of the Retail Division. Ms. Hunt was
formerly employed at Depositors Trust Company and Cooperative Bank of
Concord from 1978 to 1995 as Vice President/Branch Administrator.
Robert S. Kaminer, age 45, has served as Senior Vice President and
Commercial Loan Officer since November 2000. He joined Medford Co-operative
Bank in 1998 as Vice President, Commercial Loan Officer. His duties include
commercial real estate lending and construction lending. Prior to joining
Medford Co-operative Bank, Mr. Kaminer was employed at Medford Savings Bank
from 1986 through 1998 where he was a Vice President and a Commercial Loan
Officer.
13
Executive Compensation
Ralph W. Dunham was appointed President and Chief Executive Officer
of Mystic Financial and Medford Co-operative Bank on June 1, 2001. From
April 10, 2001 to June 1, 2001, John O'Donnell had served as President and
Chief Executive Officer of Mystic Financial and Medford Co-operative Bank.
For health reasons, Mr. O'Donnell was appointed Executive Vice President of
Mystic Financial and Medford Co-operative Bank on June 1, 2001. Prior to
April 10, 2001, Robert H. Surabian had served as President and Chief
Executive Officer of Mystic Financial and Medford Co-operative Bank until
his retirement effective April 9, 2001.
The following table sets forth the compensation paid by Mystic
Financial and Medford Co-operative Bank for services rendered in all
capacities during the fiscal years ended June 30, 2001, 2000 and 1999 to
Messrs. Surabian, Dunham, Burke and O'Donnell. No other executive officer
earned salary plus bonus in excess of $100,000 during the fiscal year ended
June 30, 2001.
Summary Compensation Table
Long Term Compensation
---------------------------------------------
Annual Compensation(5) Awards Payouts
----------------------------------- -------------------- -----------------------
Other Restricted
Annual Stock LTIP All Other
Name and Principal Compensation Awards Options Payouts Compensation
Positions Year Salary($) Bonus($) ($)(1) ($)(2) (#)(3) ($) ($)(4)
------------------ ---- --------- -------- ------------ ---------- ------- ------- ------------
Robert H. Surabian, President and 2001 $136,426 $34,500 -- -- -- -- $1,054,507
Chief Executive Officer(5) 2000 $165,057 $32,500 -- -- -- -- $ 31,086
1999 $157,197 $30,500 -- $294,904 61,121 -- $ 40,125
Ralph W. Dunham, President, Chief 2001 $119,436 $13,000 -- $ 21,945 -- -- $ 21,825
Executive Officer and Treasurer 2000 $108,946 $ 9,500 -- -- -- -- $ 23,373
1999 $105,608 $ 7,500 -- $176,932 36,673 -- $ 17,026
Thomas G. Burke, Senior Vice 2001 $115,000 $10,000 -- -- -- -- $ 20,778
President and Commercial Loan 2000 $102,500 $ 9,000 -- -- -- -- $ 18,932
Officer 1999 $ 96,370 $ 7,000 -- $ 36,188 5,000 -- $ 20,058
John M. O'Donnell, Executive Vice 2001 $106,038 $10,000 -- $ 43,890 -- -- $ 20,068
President 2000 $ 96,000 $14,000 -- -- -- -- $ 17,260
1999 $ 87,470 $ 6,500 -- $ 36,188 5,000 -- $ 17,610
____________________
Mystic Financial and Medford Co-operative Bank provide its executive
officers with non-cash benefits and perquisites, such as the use of
employer-owned or leased automobiles. Mystic Financial and Medford
Co-operative Bank believe that the aggregate value of these benefits
for 2001 did not, in the case of any executive officer, exceed
$50,000 or 10% of the aggregate salary and annual bonus reported for
him in the Summary Compensation Table.
Pursuant to the RRP, Mr. Surabian, Mr. Dunham, Mr. Burke and Mr.
O'Donnell were awarded 24,448, 14,668, 3,000 and 3,000 shares of
restricted stock, respectively, as of March 24, 1999, which vest in
20% increments on December 31st of each year. The first installment
vested on December 31, 1999. Mr. Dunham and O'Donnell were also
awarded 1,500 and 3,000 shares of restricted stock, respectively on
April 10, 2001 which, in the case of Mr. Dunham, will vest with
respect to 33% of the shares immediately and with respect to the
remaining shares 33% on December 31, 2002 and 33% on December 31,
2003 and, in the case of Mr. O'Donnell, will vest in increments of
1,000 shares each December 31st following the date of grant.
Dividends attributable to such shares are held in the trust fund of
the RRP and are distributed as soon as it is administratively
feasible. The dollar amounts shown in the table for 1999 and 2001 are
based on the fair market value of a share of common stock on March
24, 1999 and April 10, 2001, which was $12.0625 and $14.63,
respectively. In the case of death, disability, or change in control
while in service, all restricted stock awards become immediately
vested.
Represents shares of common stock as to which the named individual
has the right to acquire beneficial ownership pursuant to the
exercise of stock options. Such options were granted on March 24,
1999 pursuant to the Mystic Financial, Inc. 1999 Stock Option Plan,
and vest in 20% increments on December 31st of each year. The first
installment vested on December 31, 1999.
14
Includes benefits for Messrs. Surabian, Dunham, Burke and O'Donnell
as follows:
Year Mr. Surabian Mr. Dunham Mr. Burke Mr. O'Donnell
---- ------------ ---------- --------- -------------
401(k) Matching Contributions 2001 $6,933 $ 3,203 $ 3,594 $ 2,897
ESOP Contributions 2001 $6,076 $18,622 $17,184 $17,171
The amount under "Salary" for 2001 represents the amount of salary
paid for the portion of 2001 that Mr. Surabian was employed by Mystic
Financial. The amount under "Bonus" for 1999, 2000 and 2001 includes
a stipend of $17,500 which was paid annually by Medford Co-operative
Bank to cover premiums due on a life insurance policy owned by Mr.
Surabian. The amount under "All Other Compensation" includes
$1,041,498 which is the amount paid to Mr. Surabian in settlement of
his employment contract with Mystic Financial and Medford Co-
operative Bank effective as of January 8, 1998 as amended by an
Amendatory Agreement effective as of July 1, 1998.
Report of the Compensation Committee
The following Report of Mystic Financial's Compensation Committee is
provided in accordance with the rules and regulations of the SEC. Pursuant
to such rules and regulations, this Report shall not be deemed "soliciting
material," filed with the SEC subject to Regulation 14A or 14C of the SEC
or subject to the liabilities of Section 18 of the Exchange Act.
Mystic Financial, Inc. was formed in 1997 for the purpose of becoming
the holding company for Medford Co-operative Bank in a stock conversion
that took effect in January 1998. For the fiscal year ended June 30, 2001,
substantially all of the business of Mystic Financial was conducted through
Medford Co-operative Bank. During such fiscal year, Mystic Financial's
Chief Executive Officers ("CEOs") and other executive officers served as
the CEO and executive officers, respectively, of Medford Co-operative Bank
and performed substantially all of their services in connection with the
management and operation of Medford Co-operative Bank. As a result, all
compensation of the CEOs and all other executive officers for such period
was paid by Medford Co-operative Bank and determined by the Board of
Directors of Medford Co-operative Bank on the recommendation of its
Compensation Committee.
Compensation Committee Report on Executive Compensation
The Compensation Committee of Mystic Financial (the "Compensation
Committee") annually reviews and recommends changes to the compensation
levels of the executive officers to the Board of Directors. The
Compensation Committee continues to review the compensation program to
better reflect Mystic Financial's public company status. It is intended
that the executive compensation program will enable Mystic Financial and
Medford Co-operative Bank to attract, develop and retain strong executive
officers who are capable of maximizing Mystic Financial's performance for
the benefit of its stockholders.
It is Mystic Financial's policy to cause its executive officers to be
compensated, either directly or through its affiliates, using a combination
of cash compensation, consisting of a base salary and discretionary bonus
payments, participation in Medford Co-operative Bank's fringe benefit plans
and participation in Mystic Financial's ESOP. These elements are intended
to provide an overall compensation package that is commensurate with Mystic
Financial's financial resources, that aligns the executives' financial
interests with those of Mystic Financial's stockholders and that is
responsive to the immediate and long-term needs of the executive officers
and their families. The compensation practices of other community banks in
the Boston and New England area are considered in establishing the overall
level of compensation and the components of the compensation package;
however, it has not been a goal or policy to set
15
compensation at levels designed to achieve a predetermined percentile
ranking among an identified group of peer institutions.
The Board of Directors of Mystic Financial accepted without
modification all of the Compensation Committee's recommendations on
executive compensation. The Compensation Committee reviews salary and bonus
levels annually in December. The composition of Medford Co-operative Bank's
Compensation Committee is the same as that of Mystic Financial's
Compensation Committee.
Base Salary and Bonus
For the year ended June 30, 2001, base salaries of all executive
officers were set at levels determined, in the subjective judgment of the
Compensation Committee, to be commensurate with the executive officers'
customary respective duties and responsibilities and to enable them to
maintain appropriate standards of living within their communities. The
Compensation Committee has also utilized discretionary bonus payments to
ensure that compensation levels remain competitive with those of similar
institutions in Medford Co-operative Bank's market area and to reflect cost
of living increases. Fringe benefit programs, consisting of life,
disability and group health insurance coverages, are designed to provide
for the health and welfare of the executives and their families as well as
for their long-term financial needs. The determination of the CEO's
compensation for the fiscal year ended June 30, 2001 was based on the same
general principles applied to other executive officers.
Mystic Financial currently uses stock-based compensation so that
management's interests are aligned with stockholders' interests in the
enhancement of stockholders' value. In this regard, Mystic Financial, with
the approval of stockholders, implemented its 1999 Stock Option Plan and
its 1999 Recognition and Retention Plan on March 24, 1999. In addition, all
executive officers participated in Mystic Financial's ESOP for the fiscal
year ended June 30, 2001. Each executive officer has an individual account
within the ESOP Trust, which is invested primarily in Mystic Financial
common stock with the result that a portion of each executive officer's
long-term retirement savings is tied to the performance of Medford Co-
operative Bank and Mystic Financial. These important stock-based incentive
compensation plans assist Medford Co-operative Bank and Mystic Financial in
attracting and retaining senior executive personnel of outstanding caliber
who will contribute to Mystic Financial's success.
16
In addition to the compensation paid to executive officers as
described above, executive officers received certain benefits pursuant to
the 401(k) Plan and the Pension Plan. In addition, the CEOs may receive
certain benefits under Mystic Financial's nonqualified benefit restoration
plan that are otherwise limited by Internal Revenue Service caps on
qualified plans.
Compensation Committee of Mystic
Financial, Inc.
John A. Hackett (Chairperson)
John J. McGlynn
Lorraine P. Silva
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of Messrs. Hackett (Chairperson),
McGlynn and Ms. Silva. There are no other interlocks, as defined under the
rules and regulations of the SEC, between members of the Compensation
Committee or executive officers of Mystic Financial and corporations with
respect to which such persons are affiliated, or otherwise.
17
Performance Graph
The following graph compares Mystic Financial's total cumulative
stockholder return from January 8, 1998, the date of Mystic Financial's
initial public offering, to June 30, 2001, to the total return for the
Nasdaq National Market Composite Index and the total return for the Nasdaq
Bank Stock Index, which is an index for publicly traded institutions that
trade on Nasdaq.
1/8/98 6/30/98 12/31/98 6/30/99 12/31/99 6/30/00 12/31/00 6/30/01
------ ------- -------- ------- -------- ------- -------- -------
Mystic Financial, Inc. 100.00 146.68 123.81 121.19 113.41 126.00 143.33 167.50
Nasday Stock Market (U.S.) 100.00 121.42 142.36 174.65 264.55 258.21 159.10 139.97
Nasdaq Bank Stock Index 100.00 108.73 104.25 107.40 100.21 88.06 114.33 122.13
There can be no assurance that stock performance will continue into
the future with the same or similar trends depicted in the graph above.
18
Certain Employee Benefits and Employment Agreements
Employment Agreements with Mystic Financial and Two Senior
Executives. Mystic Financial entered into separate Employment Agreements
with Messrs. Dunham and O'Donnell (the "Senior Executives"), effective as
of June 1, 2001. These Employment Agreements establish the respective
duties and compensation of the Senior Executives and are intended to ensure
that Mystic Financial and Medford Co-operative Bank will be able to
maintain a stable and competent senior executive management team. The
continued success of Mystic Financial and Medford Co-operative Bank depends
to a significant degree on the skills and competence of Messrs. Dunham and
O'Donnell.
Term. The Employment Agreements provide for a three-year term for
Messrs. Dunham and O'Donnell. The Employment Agreements provide that,
commencing on the agreement's first anniversary date and continuing on each
anniversary date, the Board may, with the Senior Executive's concurrence,
extend the Employment Agreement for an additional year, so that the
remaining term will be three years, after the Board conducts a performance
evaluation.
Salary and Benefits. The Employment Agreements provide for:
* Annual review of base salary;
* Entitlement to participation in pension, savings, incentive and
welfare benefit plans; and
* Eligibility for fringe benefits applicable to executive personnel,
such as fees for club and organization memberships.
Termination and Benefits Payable upon Termination. Mystic Financial
may terminate the Senior Executives at any time for cause, as defined in
the Employment Agreements. In the event of the termination of the Senior
Executive's employment with Mystic Financial and Medford Co-operative Bank
for reasons other than for cause, or in the event of the Senior Executive's
resignation from Mystic Financial and Medford Co-operative Bank for certain
reasons specified in the Employment Agreements, the Senior Executive would
be entitled to a lump sum cash payment in an amount equal to the present
value of the remaining base salary payments due to the Senior Executive for
the remaining term of the Agreement. However, in the event a Senior
Executive's employment terminates following a change in control of Mystic
Financial, for purposes of computing the lump sum severance amount payable,
the remaining term of each Executive's Employment Agreement will be deemed
to be three years. The agreements also provide for Mystic Financial (or
Medford Co-operative Bank, if applicable) to continue the Senior
Executive's life, health and disability insurance coverage for the
remaining term of the Employment Agreement or for three years following a
change in control. The Employment Agreements also provide certain uninsured
disability benefits. In general, for purposes of the Employment Agreements,
the ESOP and any plans to be maintained by Mystic Financial or Medford Co-
operative Bank, a "change in control" will generally be deemed to occur
when a person or group of persons acting in concert acquires beneficial
ownership of 25% or more of any class of equity security of Mystic
Financial or Medford Co-operative Bank, upon stockholder approval of a
merger or consolidation or a change of the majority of the Board of
Directors of Mystic Financial or Medford Co-operative Bank, or liquidation
or sale of substantially all the assets of Mystic Financial or Medford Co-
operative Bank.
19
Either Medford Co-operative Bank or Mystic Financial may make the
payments due to the Senior Executives under the Employment Agreements, and
these payments will not be duplicated; the Employment Agreements provide
that Mystic Financial will guarantee that all payments due to the Senior
Executives will be paid to them. The Senior Executives would be entitled to
reimbursement of certain costs incurred in interpreting or enforcing the
Employment Agreements.
Cash and benefits paid to a Senior Executive under the Employment
Agreements together with payments under other benefit plans following a
"change of control" of Mystic Financial or Medford Co-operative Bank may
constitute an "excess parachute payment" under Section 280G of the Code,
resulting in the imposition of a 20% excise tax on the recipient and the
denial of the deduction for such excess amounts to Mystic Financial and
Medford Co-operative Bank. Mystic Financial's Employment Agreements include
a provision indemnifying each Senior Executive on an after-tax basis for
any "golden parachute" excise taxes.
Employment Agreements between Medford Co-operative Bank and Two
Commercial Lending Officers. Medford Co-operative Bank entered into
separate Employment Agreements with each of Thomas G. Burke and Robert S.
Kaminer, who both currently serve Medford Co-operative Bank as Commercial
Loan Officers ("Loan Officers"), effective as of January 8, 1998 and
October 18, 2000, respectively. The purpose of these Employment Agreements
is to secure the Loan Officers' continued availability and attention to
Medford Co-operative Bank's affairs.
Term. Both Agreements have three year terms that may be extended by
Medford Co-operative Bank's Board of Directors, after a performance review
of the Loan Officer, for an additional year.
Salary and Benefits. The Employment Agreements provide for:
* Annual review of base salary;
* Entitlement to participation in pension, savings, incentive and
welfare benefit plans; and
* Eligibility for fringe benefits applicable to executive personnel.
Termination and Benefits Payable upon Termination. In the event that
a Loan Officer's employment with Medford Co-operative Bank is terminated
for reasons other than for cause, death or disability or in the event that
the Loan Officer resigns from employment with Medford Co-operative Bank
following a "change in control" (as defined above), the Loan Officer would
be entitled to a lump sum cash payment in an amount equal to the present
value of the remaining base salary payments due for the remaining term of
the Agreement, as severance pay. In the event that severance is payable to
a Loan Officer due to his termination of employment following a change in
control of Medford Co-operative Bank, for purpose of computing the lump sum
severance amount payable, the remaining term of each Loan Officer's
Employment Agreement will be deemed to be three years. The Agreements also
provide for Medford Co-operative Bank to continue the Loan Officer's life,
health and disability insurance coverages for the remaining term of the
Employment Agreement, as an additional severance benefit.
20
Benefits
Employee Stock Ownership Plan and Trust. Mystic Financial has
established, and Medford Co-operative Bank has adopted, an ESOP and related
trust, effective as of January 8, 1998. Substantially all employees of
Medford Co-operative Bank or Mystic Financial who have attained age 21 and
have completed one year of service are eligible to become participants in
the ESOP. The ESOP purchased 216,890 shares of the common stock issued by
Mystic Financial in its conversion to stock form with funds borrowed from
Mystic Financial. This loan is for a term of 10 years, bears interest at
the rate of 8% per annum and calls for level annual payments of principal
and interest designed to amortize the loan over its term. The loan also
permits optional pre-payment. Mystic Financial and Medford Co-operative
Bank may make additional annual contributions to the ESOP to the maximum
extent deductible for federal income tax purposes.
The ESOP Trust has pledged ESOP shares as collateral for the loan.
The ESOP Trustee holds these shares in a suspense account until released
for allocation among participants in the ESOP as the loan is repaid. The
pledged shares will be released annually from the suspense account in an
amount proportional to the repayment of the ESOP loan for each plan year.
Mystic Financial will allocate the released shares among the accounts of
participants on the basis of the participant's compensation for the year of
allocation. As of June 30, 2001, 70,629 shares have been allocated to
participant's ESOP accounts.
In connection with the establishment of the ESOP, the Board of
Directors appointed the Compensation Committee to administer the ESOP and
appointed HSBC Bank USA as the ESOP's trustee. The Compensation Committee
may instruct the trustee regarding investment of funds contributed to the
ESOP. The ESOP trustee, subject to its fiduciary duty, must vote all
allocated shares held in the ESOP in accordance with the instructions of
the participating employees. Under the ESOP, unallocated shares will be
voted in a manner calculated to most accurately reflect the instructions it
has received from participants regarding the allocated shares as long as
such vote is in accordance with the provisions of ERISA.
The ESOP may purchase additional shares of common stock in the
future, and may do so either on a leveraged basis with borrowed funds or
with cash dividends, periodic employer contributions or other cash flow.
Pension Plan. The Pension Plan provides a benefit for all eligible
Medford Co-operative Bank employees. The benefit is equal to (A) the
participant's accrued benefit under the applicable Prior Plan determined as
of December 31, 1988 plus (B) one percent (1%) of the participant's "Final
Average Compensation" (defined to mean a participant's highest compensation
averaged over three years) plus (C) one-half of one percent (.5%) of the
participant's Final Average Compensation in excess of covered compensation
multiplied by the participant's benefit service after December 31, 1988.
Medford Co-operative Bank funds the Pension Plan on an actuarial basis and
the trustee holds all assets in trust.
21
The following table illustrates the annual benefit payable upon
normal retirement at age 65 in the form of a single life annuity, with no
offset for Social Security benefits, under the Pension Plan at various
levels of compensation and years of service under the Plan:
Years of Service at Retirement
Final Average ----------------------------------------
Compensation 10 15 20 25
------------- -- -- -- --
$ 50,000 $ 7,500 $11,250 $15,000 $18,750
75,000 11,250 16,875 22,500 28,125
100,000 15,000 22,500 30,000 37,500
125,000 18,750 28,125 37,500 46,875
150,000 22,500 33,750 45,000 56,250
175,000(1) 26,250 39,375 52,500 65,625
200,000(1) 30,000 45,000 60,000 75,000
____________________
These are hypothetical benefits based on the Pension Plan's normal
retirement benefit formula. The benefits shown above do not reflect
an offset for Social Security benefits and there are no other
offsets. For the Pension Plan year ended December 31, 2000, the
annual compensation for calculating benefits may not exceed $170,000
(as adjusted for subsequent years pursuant to Code provisions). The
portion of the benefits shown above attributable to annual
compensation in excess of $170,000 were provided to Mr. Surabian
under the Benefit Restoration Plan described below.
The following table sets forth the years of credited service
determined as of December 31, 2000, the end of the 2000 plan year, for
Messrs. Surabian, Dunham, Burke and O'Donnell. The accrued benefit of each
Messrs. Surabian, Dunham, Burke and O'Donnell under the Pension Plan is
determined on the basis of each officer's "Years of Credited Service" shown
below, and his "Final Average Compensation" (which includes salary and
bonus), as defined above.
Years of Credited Service
-------------------------
Years Months
----- ------
Mr. Surabian 22 1
Mr. Dunham 12 10
Mr. Burke 5 7
Mr. O'Donnell 4 3
Benefit Restoration Plan. Effective July 1, 1998, Mystic Financial
adopted the Benefit Restoration Plan of Mystic Financial, Inc. ("BRP") in
order to provide the person then serving as its Chief Executive Officer
with the benefits that would be due to such executive under the Pension
Plan, the 401(k) Plan and the ESOP if such benefits had not been limited by
certain statutory restrictions under the Code. Mystic Financial has
established an irrevocable "grantor trust" for use in connection with the
BRP. The assets of such "grantor trust" would be considered part of the
general assets of Mystic Financial and subject to the claims of its general
creditors. Earnings on the trust's assets are taxable to Mystic Financial.
Stock Option Plan. Mystic Financial has a Stock Option Plan in effect
which was approved by the stockholders at a Special Meeting on March 24,
1999. The purpose of the Stock Option Plan is to encourage the retention of
key employees and directors by facilitating their purchase of a stock
interest in Mystic Financial. The Stock Option Plan is not subject to ERISA
and is not a tax-qualified plan. Mystic Financial has reserved an aggregate
of 257,355 shares of common stock for issuance upon the exercise of stock
options granted under the Plan.
22
The following table provides the value for "in-the-money" options,
which represent the positive spread between the exercise price of any such
existing stock options and the closing price per share of the common stock
on June 29, 2001, the last trading day of the 2001 fiscal year, which was
$15.68 per share. The first installment of options became exercisable on
December 31, 1999.
Fiscal Year End Options/SAR Values
----------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares Acquired Value Realized Fiscal Year-End Fiscal Year-end
on Exercise on Exercise (#) ($)
Name(1) (#) ($) Exercisable/Unexercisable(1) Exercisable/Unexercisable(2)
------- --------------- -------------- ---------------------------- ----------------------------
Ralph W. Dunham - - 14,668/22,005 $53,062/79,604
John M. O'Donnell - - 2,000/3,000 7,235/10,853
Thomas G. Burke - - 2,000/3,000 7,235/10,853
____________________
All options were granted on March 24, 1999, and vest at the rate of
20% per year beginning on December 31, 1999.
The closing price per share of common stock on June 29, 2001, the
last trading day before the fiscal year ended June 30, 2001, was
$15.68, and all options have an exercise price of $12.0625 per share,
which equals a spread of $3.6175 per share.
Recognition and Retention Plan. The RRP was adopted by the Board of
Directors of Mystic Financial and approved by its stockholders at a Special
Meeting held on March 24, 1999. Similar to the Stock Option Plan, the RRP
functions as a long-term incentive compensation program for eligible
officers, employees and outside directors of Mystic Financial, Medford Co-
operative Bank and other affiliates. The members of the Board's
Compensation Committee who are disinterested directors ("RRP Committee")
administer the RRP. Mystic Financial pays all costs and expenses of
administering the RRP.
As required by the terms of the RRP, Mystic Financial has established
a trust ("Trust") and has contributed $1,294,495 to the Trust in order to
fund the purchase of 102,942 shares of common stock, the maximum number of
restricted stock awards ("Restricted Stock Awards") that may be granted
under the RRP. The Trust completed the purchase of these shares in
September, 1999. Shares of common stock subject to a Restricted Stock Award
are held in the Trust until the Award vests at which time the shares of
common stock attributable to the portion of the Award that have vested are
distributed to the Award holder. An Award recipient is entitled to exercise
voting rights and receive cash dividends with respect to the shares of
common stock subject to his Award, whether or not the underlying shares
have vested.
Restricted Stock Awards are granted under the RRP on a discretionary
basis to eligible officers and executives selected by the RRP Committee and
are awarded to outside directors pursuant to the terms of the RRP. As of
March 24, 1999, each outside director who has completed at least three
years of service has been granted a Restricted Stock Award with respect to
4,971 shares of common stock. Each outside director with less than three
years of service has been granted a restricted stock award with respect to
2,200 shares of common stock. All outstanding Restricted Stock Awards,
except those awarded on April 10, 2001, vest and become distributable at
the rate of 20% per year, over a five year period that commenced on
December 31, 1999, subject to automatic full vesting on the date of the
Award holder's death, disability or upon a change in control of Mystic
Financial.
23
On April 10, 2001, 1,500 restricted shares were awarded to Mr. Dunham
and 3,000 restricted shares were awarded to Mr. O'Donnell all of which are
subject to full vesting on the date of the Award holder's death, disability
or upon a change of control of Mystic Financial. The April 10, 2001 award
to Mr. Dunham vests with respect to 33% of the shares immediately, 33% on
December 31, 2002 and 33% on December 31, 2003. The April 10, 2001 award to
Mr. O'Donnell will vest in increments of 1,000 shares each December 31st
following the date of grant.
Mystic Financial may amend or terminate the RRP, in whole or in part,
at any time, subject to the requirements of all applicable laws.
Transactions with Certain Related Persons
Medford Co-operative Bank has made loans or extended credit to
executive officers and directors and also to certain persons related to
executive officers and directors. All such loans were made by Medford Co-
operative Bank in the ordinary course of business, on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with the general public, nor did they
involve more than the normal risk of collectibility or present other
unfavorable features. The outstanding principal balance of such loans to
directors, executive officers and their associates totaled $2.4 million or
8.4% of Medford Co-operative Bank's total equity at June 30, 2001.
Mystic Financial intends that all transactions in the future between
Mystic Financial and its executive officers, directors, holders of 10% or
more of the shares of any class of its common stock and affiliates thereof,
will contain terms no less favorable to Mystic Financial than could have
been obtained by it in arm's-length negotiations with unaffiliated persons
and will be approved by a majority of independent outside directors of
Mystic Financial not having any interest in the transaction.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires Mystic Financial's
executive officers and directors, and persons who own more than 10% of the
common stock to file with the SEC reports of ownership and changes of
ownership. Officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish Mystic Financial with copies of all
Section 16(a) forms they file. Based solely on its review of the copies of
such forms received by it, or written representations from certain
reporting persons, Mystic Financial believes that all filing requirements
applicable to its executive officers, directors and greater than 10%
beneficial owners for the fiscal year ended June 30, 2001 were complied
with.
24
ADDITIONAL INFORMATION
Information About Stockholder Proposals
If you wish to submit proposals to be included in our proxy statement
for the 2002 Annual Meeting of Stockholders, we must receive them by May
22, 2002, pursuant to the proxy soliciting regulations of the SEC. SEC
rules contain standards as to what stockholder proposals are required to be
in the proxy statement. Any such proposal will be subject to 17 C.F.R.
[SECTION]240.14a-8 of the rules and regulations promulgated by the SEC.
In addition, under Mystic Financial's Bylaws, if you wish to nominate
a director or bring other business before an annual meeting (which is not
included in the proxy statement for the 2002 Annual Meeting):
* You must be a stockholder of record and have given timely notice in
writing to the Secretary of Mystic Financial.
* Your notice must contain specific information required in our Bylaws.
If our Annual Meeting is held within 30 days of October 24, 2002, to
be timely, the Secretary must receive your notice no later than August 26,
2002, as set forth more fully in our Bylaws. If our 2002 Annual Meeting is
held on another date, you must give timely notice, as set forth more fully
in our Bylaws.
By Order of the Board of Directors,
/s/ John M. O'Donnell
John M. O'Donnell
Secretary
Medford, Massachusetts
September 26, 2001
===========================================================================
To assure that your shares are represented at the Annual Meeting, please
complete, sign, date and promptly return the accompanying proxy card in the
postage-paid envelope provided.
===========================================================================
25
Appendix A
----------
Audit Committee of the Board of Directors of
Mystic Financial, Inc.
Charter
I. Statement of Policy
The primary function of the Audit Committee of the Board of Directors
of Mystic Financial, Inc. ("Company") is to provide assistance to the
Company's Board of Directors in fulfilling its responsibilities to the
Company's shareholders and the investment community relating to the
Company's accounting and reporting practices and the quality and integrity
of the Company's financial reports. In so doing, it is the responsibility
of the Audit Committee to maintain free and open means of communication
among the Company's Board of Directors, outside auditors, internal auditors
and senior management.
II. Composition of the Audit Committee
The Audit Committee shall consist of at least three "independent"
Directors of the Company and shall serve at the pleasure of the Board of
Directors. An "independent" Director is defined as an individual who (a) is
not an officer or salaried employee of the Company, (b) is not an attorney
who receives any fee or compensation from the Company, (c) does not have
any relationship that, in the opinion of the Board of Directors, would
interfere with his or her exercise of independent judgment as an Audit
Committee member and (d) meets the Nasdaq Stock Market's definition of
independent director. Additionally, Audit Committee members should have few
or no ties to the Company other than through their duties as Board members.
In selecting the members of the Audit Committee, the Board of Directors
will take into account the requirements imposed by, and the interpretations
of, the applicable federal and state banking regulators.
At least one member of the Audit Committee shall have accounting or
related financial management expertise. Each Audit Committee member must
be able to read and understand financial statements, including a balance
sheet, income statement, and cash flow statement, or become so able within
a reasonable period after joining the Audit Committee. The Audit Committee,
with the assistance of the independent public auditors, shall develop and
implement a skill enhancement plan and assess member contribution and
performance.
The members of the Audit Committee shall be designated by the full
Board of Directors at each annual meeting of the Board. The Board shall
designate one member of the Audit Committee to serve as chairman of the
committee.
III. Meetings
The Audit Committee shall meet at least 4 times a year or more
frequently as circumstances require. The Audit Committee shall maintain
minutes of each meeting of the Audit Committee and shall report the actions
of the Audit Committee to the Board of Directors,
A-1
with such recommendations as the Audit Committee deems appropriate. The
Audit Committee should also meet periodically with the internal auditor,
the outside auditors and the Company's financial management in separate
executive sessions to discuss any matters that the Audit Committee or these
groups believe should be discussed privately with the Audit Committee. In
addition, the Audit Committee, or at least its chairman, should meet with
the outside auditors and financial management quarterly to review the
Company's quarterly report on Form 10-Q before it is filed with the
Securities and Exchange Commission and, if possible, before any public
announcement of the Company's financial results.
IV. Responsibilities and Duties of the Audit Committee
The primary duties and responsibilities of the Audit Committee are to
oversee and monitor the Company's financial reporting process and internal
control system and review and evaluate the performance of the Company's
outside auditors and internal auditing staff. In fulfilling these duties
and responsibilities, the Audit Committee shall take the following actions,
in addition to performing such functions as may be assigned by law, the
Company's charter or bylaws or the Board of Directors:
1. The Audit Committee shall nominate, select, evaluate and, when
appropriate, recommend the replacement of the outside auditors, subject to
the approval of the Board of Directors. As part of the audit process, the
Audit Committee shall meet with the outside auditors to discuss and decide
the audit's scope. The Audit Committee shall determine that the outside
audit team engaged to perform the external audit consists of competent,
experienced, financial institution auditing professionals. The Audit
Committee shall also review and approve the compensation to be paid to the
outside auditors.
2. The Audit Committee shall require the outside auditors to submit, on
an annual basis, a formal written statement setting forth all relationships
between the outside auditors and the Company that may affect the
objectivity and independence of the outside auditors, and the Audit
Committee shall actively engage in a dialogue with the outside auditors
with respect to any disclosed relationships or services that may impact the
objectivity and independence of the outside auditor. The Audit Committee
shall take, or recommend that the full Board take, appropriate action to
ensure the independence of the outside auditors.
3. The Audit Committee shall require the outside auditors to advise the
Company of any fact or circumstance that might adversely affect the outside
auditors' independence or judgment with respect to the Company under
applicable auditing standards.
4. The Audit Committee shall require the outside auditors to advise the
Company if it becomes aware that any officer or employee of the Company, or
its direct or indirect subsidiaries or affiliates, is related to a partner,
employee or other representative of the outside auditors, to the extent
that such relationship might adversely affect the Company under applicable
auditing standards.
5. The Audit Committee shall meet with the outside auditors, with no
management in attendance, to openly discuss the quality of the Company's
accounting principles as applied in its financial reporting, including
issues such as (a) the appropriateness, not just the acceptability, of the
accounting principles and financial disclosure practices used or proposed
to be used by the Company, (b) the clarity of the Company's financial
disclosures and (c) the degree of
A-2
aggressiveness or conservatism that exists in the Company's accounting
principles and underlying estimates and other significant decisions made by
the Company's management in preparing the financial disclosure and reviewed
by the outside auditors. The Audit Committee shall then meet among
themselves, without operating management or the outside auditors being
present, to discuss the information presented to them.
6. The Audit Committee shall require the outside auditors, in reviewing
the Company's financial reporting and in advising the Audit Committee, to
take into account the requirements imposed by, and the interpretations of,
the applicable federal and state banking regulators.
7. The Audit Committee shall meet with the outside auditors and
management to review the Company's annual report on Form 10-K and discuss
any significant adjustments, management judgments and accounting estimates
and any significant new accounting policies before such form is filed with
the Securities and Exchange Commission.
8. Upon the completion of the annual audit, the Audit Committee shall
review the audit findings, including any comments or recommendations of the
outside auditors, with the entire Board of Directors.
9. The Audit Committee shall meet at least annually with the Company's
internal auditor to assure itself that the Company has a strong internal
auditing function by reviewing the internal audit program and assessing
(grading) risk areas along with a proper control environment that promotes
accuracy and efficiency in the Company's operations.
10. The Audit Committee must assure itself that the internal auditor is
free from operational duties, and that the internal auditor reports
directly to the Board of Directors or the Audit Committee regarding any
audit concerns or problems.
11. The Audit Committee shall receive from the Company's internal auditor
a monthly report to the Audit Committee, which includes a summary of
findings from completed internal audits. A progress report on the internal
audit plan, together with explanations for any deviations from the original
plan, will be reviewed quarterly by the Audit Committee.
12. The Audit Committee shall review the internal audit function of the
Company, including the independence and authority of its reporting
obligations, the proposed audit plans for the coming year and the
coordination of such plans with the independent auditors.
13. The Audit Committee shall review and concur in the appointment,
replacement, reassignment or dismissal of the Company's internal auditor.
14. The Audit Committee shall consider and review with management and the
internal auditor: (a) significant findings during the year and management's
responses thereto, including the status of previous audit recommendations,
(b) any difficulties encountered in the course of their audits, including
any restrictions on the scope of activities or access to required
information, (c) any changes required in the planned scope of the internal
audit plan and (d) the internal auditing department budget and staffing.
15. The Audit Committee shall consider and approve, if appropriate,
changes to the Company's auditing and accounting principles and practices,
as suggested by the outside
A-3
auditors, the internal auditor or management, and the Audit Committee shall
review with the outside auditors, the internal auditor and management the
extent to such changes have been implemented (to be done at an appropriate
amount of time subsequent to the implementation of such changes, as decided
by the Audit Committee).
16. The Audit Committee shall investigate or consider such other matters
within the scope of its responsibilities and duties as the Audit Committee
may, in its discretion, determine to be advisable, and the Audit Committee
shall retain outside counsel, accountants or others for this purpose if, in
its judgment, that is appropriate.
17. The Audit Committee shall prepare a report for inclusion in the
Company's proxy statement describing the discharge of the Audit Committee's
responsibilities.
A-4
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
REVOCABLE PROXY
MYSTIC FINANCIAL, INC.
This Proxy is solicited on behalf of the Board of Directors of
Mystic Financial, Inc.
for the Annual Meeting of Stockholders to be held on October 24, 2001.
The undersigned stockholder of Mystic Financial, Inc. hereby appoints
John J. McGlynn and John W. Maloney, each of them, with full powers of
substitution, to represent and to vote as proxy, as designated, all shares
of common stock of Mystic Financial, Inc. held of record by the undersigned
on August 31, 2001, at the 2001 Annual Meeting of Stockholders (the "Annual
Meeting") to be held at 10:00 a.m., Eastern Time, on October 24, 2001, or at
any adjournment or postponement thereof, upon the matters described in the
accompanying Notice of the 2001 Annual Meeting of Stockholders and Proxy
Statement, dated September 19, 2001, and upon such other matters as may
properly come before the Annual Meeting. The undersigned hereby revokes all
prior proxies.
1. Election of 4 Directors. For Withhold For All Except
Nominees: [ ] [ ] [ ]
Julie Bernardin, Ralph W. Dunham,
John A. Hackett and Lorraine P. Silva
INSTRUCTION: To withhold authority to vote for any individual nominee,
mark "For All Except" and write that nominee's name in the space provided
below.
_________________________________________________________________________
2. Ratification of the appointment of For Against Abstain
Wolf & Company, P.C. as [ ] [ ] [ ]
independent auditors for the
fiscal year ending June 30, 2002.
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE ANNUAL MEETING. [ ]
The Board of Directors unanimously recommends a vote "FOR" all of the
nominees named in Item 1 and a vote "FOR" the proposal in Item 2.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is given,
this Proxy will be voted FOR the election of all nominees listed in Item 1
and FOR the proposal listed in Item 2.
-----------------------
Please be sure to sign and date |Date |
this Proxy in the box below. | |
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| |
| |
| |
--Stockholder sign above----Co-holder (if any) sign above---
Detach above card, sign, date and mail in postage paid envelope provided.
MYSTIC FINANCIAL, INC.
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| The above signed hereby acknowledges receipt of the Notice of the 2001 |
|Annual Meeting of Stockholders and the Proxy Statement dated September 19, |
|2001 for the Annual Meeting of Stockholders. |
| |
| Please sign exactly as your name appears on this proxy. Joint owners |
|should each sign personally. If signing as attorney, executor, administrator,|
|trustee or guardian, please include your full title. Corporate or partnership |
|proxies should be signed by an authorized officer. |
| PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE |
| AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. |
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
_______________________________________
_______________________________________
_______________________________________