Attached files
file | filename |
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EX-99.5 - EX-99.5 - Blue Foundry Bancorp | d130240dex995.htm |
EX-23.3 - EX-23.3 - Blue Foundry Bancorp | d130240dex233.htm |
EX-10.4 - EX-10.4 - Blue Foundry Bancorp | d130240dex104.htm |
EX-10.1 - EX-10.1 - Blue Foundry Bancorp | d130240dex101.htm |
EX-5 - EX-5 - Blue Foundry Bancorp | d130240dex5.htm |
EX-1.2 - EX-1.2 - Blue Foundry Bancorp | d130240dex12.htm |
S-1/A - S-1/A - Blue Foundry Bancorp | d130240ds1a.htm |
EXHIBIT 99.4
Dear Valued Depositor:
I am pleased to tell you about an investment opportunity and, just as importantly, to request your vote. Pursuant to a plan of conversion, we intend to convert from the mutual holding company to the stock holding company form of organization. To accomplish the conversion, Blue Foundry Bancorp, a newly formed holding company for Blue Foundry Bank, is conducting an offering of shares of its common stock. Enclosed you will find a Prospectus, a Stock Order Form, a Proxy Statement, a Proxy Card, and a Questions and Answers Brochure describing the proxy vote, the stock offering and the plan of conversion.
To further our commitment to our local community, we intend to establish a new charitable foundation, The Blue Foundry Charitable Foundation, Inc., in connection with the conversion. We intend to contribute to our charitable foundation a total of 750,000 shares of our common stock and $1.5 million in cash. The purpose of our charitable foundation is to provide financial support to charitable organizations in the communities in which we operate and will operate in the future and to enable our communities to share in our long-term growth. Our charitable foundation will be dedicated to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us.
THE PROXY VOTE:
Your vote is extremely important for us to meet our goals. In addition to receiving all required regulatory approvals to undertake the conversion, we must receive the approval of our eligible depositors. NOT VOTING YOUR ENCLOSED PROXY CARD WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE PLAN OF CONVERSION AND AGAINST THE ESTABLISHMENT AND FUNDING OF THE CHARITABLE FOUNDATION. Note that you may receive more than one Proxy Card, depending on the ownership structure of your eligible accounts at Blue Foundry Bank. Please open all packages that you receive and vote all the Proxy Cards that were sent to you none are duplicates! To cast your vote, please sign and date each Proxy Card and return the card(s) in the Proxy Reply Envelope provided. Alternatively, you may vote by telephone or Internet by following the instructions on the Proxy Card.
Our board of directors unanimously recommends that you join them in voting FOR both proposals.
Please note:
| The proceeds resulting from the sale of stock will support our business strategy. |
| There will be no change to account numbers, interest rates or other terms of your accounts at Blue Foundry Bank. Deposit accounts will not be converted to stock. Your deposit accounts will continue to be insured by the Federal Deposit Insurance Corporation, up to the maximum legal limits. |
| You will continue to enjoy the same services with the same board of directors, management and staff. |
| Voting does not obligate you to purchase shares of common stock in our offering. |
THE STOCK OFFERING:
As a Blue Foundry Bank eligible depositor, you have non-transferable rights, but no obligation, to purchase shares of common stock during our Subscription Offering before any shares are offered for sale to the general public. The common stock is being offered at $10.00 per share, and there will be no sales commission charged to purchasers.
Please read the enclosed materials carefully. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and mail it, with full payment, in the Stock Order Reply Envelope provided. Alternatively, you may submit your original Stock Order Form by paying for overnight delivery to the address listed on the Stock Order Form. You may also hand-deliver stock order forms to Blue Foundry Banks office located at 217 Rock Road, Glen Rock, New Jersey, which is open between 9:00 a.m. and 5:00 p.m., Monday, Tuesday, Wednesday and Friday, 9:00 a.m. and 6:00 p.m. on Thursday and 9:00 a.m. and 1:00 p.m. on Saturday. Stock Order Forms and full payment must be received (not postmarked) before 2:00 p.m., Eastern Time, on June 15, 2021. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.
I invite you to consider this opportunity to share in our future as a Blue Foundry Bancorp stockholder. Thank you for your continued support as a Blue Foundry Bank customer.
Sincerely,
James D. Nesci
President and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by a Stock Order Form. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Questions?
Call our Stock Information Center, toll-free, at 1-(844) 265-9680,
between 10:00 a.m. and 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.
M
Dear Friend:
I am pleased to tell you about an investment opportunity. Blue Foundry Bancorp, a newly formed holding company for Blue Foundry Bank, is offering shares of its common stock for sale at a price of $10.00 per share. No sales commission will be charged to purchasers. The offering is being conducted pursuant to a plan of conversion that provides for the conversion of Blue Foundry, MHC from the mutual holding company to the stock holding company form of organization. To further our commitment to our local community, we intend to establish a new charitable foundation, The Blue Foundry Charitable Foundation, Inc., in connection with the conversion. We intend to contribute to our charitable foundation a total of 750,000 shares of our common stock and $1.5 million in cash. The purpose of our charitable foundation is to provide financial support to charitable organizations in the communities in which we operate and will operate in the future and to enable our communities to share in our long-term growth. Our charitable foundation will be dedicated to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us.
Our records indicate that you were a depositor of Blue Foundry Bank at the close of business on December 31, 2019 or March 31, 2021, whose account(s) was/were closed thereafter. As such, you have non-transferable rights, but no obligation, to subscribe for shares of common stock during our Subscription Offering before any shares are offered for sale to the general public.
Please read the enclosed materials carefully before making an investment decision. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and mail it, with full payment, in the Stock Order Reply Envelope provided. Alternatively you may submit your original Stock Order Form by paying for overnight delivery to the address listed on the Stock Order Form. You may also hand-deliver stock order forms to Blue Foundry Banks office located at 217 Rock Road, Glen Rock, New Jersey, which is open between 9:00 a.m. and 5:00 p.m., Monday, Tuesday, Wednesday and Friday, 9:00 a.m. and 6:00 p.m. on Thursday and 9:00 a.m. and 1:00 p.m. on Saturday. Stock Order Forms and full payment must be received (not postmarked) before 2:00 p.m., Eastern Time, on June 15, 2021. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly at the number shown below for guidance, because these orders require additional processing time.
If you have questions about our organization or purchasing shares, please refer to the enclosed Prospectus and Questions and Answers Brochure, or call our Stock Information Center at the number shown below.
I invite you to consider this opportunity to share in our future as a Blue Foundry Bancorp stockholder.
Sincerely,
James D. Nesci
President and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by a Stock Order Form. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Questions?
Call our Stock Information Center, toll-free, at 1-(844) 265-9680,
between 10:00 a.m. and 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.
F
Dear Sir/Madam:
Keefe, Bruyette & Woods, A Stifel Company has been retained by Blue Foundry Bancorp as its selling agent in connection with the offering of Blue Foundry Bancorp common stock.
At the request of Blue Foundry Bancorp, we are enclosing materials regarding the offering of shares of Blue Foundry Bancorp common stock. Included in this package is a Prospectus describing the stock offering. We encourage you to read the enclosed information carefully, including the Risk Factors section of the Prospectus.
Sincerely,
This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by a Stock Order Form. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
D
Dear Friend:
I am pleased to tell you about an investment opportunity. Blue Foundry Bancorp, a newly formed holding company for Blue Foundry Bank, is offering shares of its common stock for sale at a price of $10.00 per share. No sales commission will be charged to purchasers. The offering is being conducted pursuant to a plan of conversion that provides for the conversion of Blue Foundry, MHC from a mutual holding company to the stock holding company form of organization. To further our commitment to our local community, we intend to establish a new charitable foundation, The Blue Foundry Charitable Foundation, Inc., in connection with the conversion. We intend to contribute to our charitable foundation a total of 750,000 shares of our common stock and $1.5 million in cash. The purpose of our charitable foundation is to provide financial support to charitable organizations in the communities in which we operate and will operate in the future and to enable our communities to share in our long-term growth. Our charitable foundation will be dedicated to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us
Please read the enclosed materials carefully. If you are interested in purchasing shares of Blue Foundry Bancorp common stock, complete the enclosed Stock Order Form and mail it, with full payment, in the Stock Order Reply Envelope provided. Alternatively, you may submit your original Stock Order Form by paying for overnight delivery to the address listed on the Stock Order Form. You may also hand-deliver stock order forms to Blue Foundry Banks office located at 217 Rock Road, Glen Rock, New Jersey, which is open between 9:00 a.m. and 5:00 p.m., Monday, Tuesday, Wednesday and Friday, 9:00 a.m. and 6:00 p.m. on Thursday and 9:00 a.m. and 1:00 p.m. on Saturday. Stock Order Forms and full payment must be received (not postmarked) before 2:00 p.m., Eastern Time, on June 15, 2021. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly at the number shown below for guidance, because these orders require additional processing time.
If you have questions about our organization or purchasing shares, please refer to the enclosed Prospectus and Questions and Answers Brochure, or call our Stock Information Center at the number shown below.
I invite you to consider this opportunity to share in our future as a Blue Foundry Bancorp stockholder.
Sincerely,
James D. Nesci
President and Chief Executive Officer
This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by a Stock Order Form. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Questions?
Call our Stock Information Center, toll-free, at 1-(844) 265-9680,
between 10:00 a.m. and 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.
I
IMPORTANT NOTICE
IF YOU HAVE MORE THAN ONE ELIGIBLE VOTING ACCOUNT YOU MAY RECEIVE MULTIPLE PACKAGES. PLEASE OPEN EACH PACKAGE AND VOTE ALL THE PROXY CARDS THAT WERE SENT TO YOU.
THEY DO NOT DUPLICATE EACH OTHER!
THANK YOU!
Questions?
Call our Information Center, toll-free, at 1-(844) 265-9680
between 10:00 a.m. and 4:00 p.m., Eastern Time,
Monday through Friday, except bank holidays.
This flyer is neither an offer to sell nor an offer to buy shares of common stock. The offer is made only by the Prospectus and when accompanied by a Stock Order Form. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
PF
Questions and Answers
About Our Plan of Conversion
This brochure answers questions about our conversion and stock offering. Investing in shares of common stock involves certain risks. Before making an investment decision, please read the enclosed Prospectus carefully, including the Risk Factors section.
YOUR VOTE IS IMPORTANT!
PLEASE VOTE THE ENCLOSED PROXY CARD
If you have not yet voted the Proxy Card(s) we recently mailed
to you in a large white package,
please vote the enclosed replacement Proxy Card.
You may vote by mail using the enclosed envelope or by following the
telephone or Internet voting instructions on the Proxy Card.
PLEASE JOIN YOUR BOARD OF DIRECTORS IN VOTING
FOR THE PLAN OF CONVERSION AND
AND FOR THE ESTABLISHMENT AND FUNDING OF THE CHARITABLE FOUNDATION.
NOT VOTING HAS THE SAME EFFECT AS VOTING
AGAINST BOTH PROPOSALS.
VOTING DOES NOT OBLIGATE YOU TO PURCHASE
COMMON STOCK DURING THE STOCK OFFERING. THE CONVERSION WILL CHANGE OUR FORM OF CORPORATE
STRUCTURE, BUT WILL NOT RESULT IN CHANGES TO
BANK STAFF, MANAGEMENT, OR YOUR DEPOSIT
ACCOUNTS OR LOANS AT BLUE FOUNDRY BANK. DEPOSIT
ACCOUNTS WILL NOT BE CONVERTED TO COMMON STOCK. DEPOSIT ACCOUNTS WILL CONTINUE TO BE INSURED BY THE
FDIC, UP TO THE MAXIMUM LEGAL LIMITS.
If you receive more than one of these reminder mailings,
please vote each Proxy Card received. They do not duplicate each other!
QUESTIONS?
Please call our Information Center, toll-free, at 1-(844) 265-9680,
between 10:00 a.m. and 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.
PG1
HAVE YOU VOTED YET?
PLEASE VOTE THE ENCLOSED
PROXY CARD!
Our records indicate that you have not voted the Proxy Card(s) we mailed to you.
IF YOU ARE UNSURE WHETHER YOU VOTED, PLEASE
VOTE THE ENCLOSED REPLACEMENT PROXY
CARD. YOUR VOTE WILL NOT BE COUNTED TWICE.
NOT VOTING HAS THE SAME EFFECT AS VOTING
AGAINST THE PLAN OF CONVERSION AND
AGAINST THE ESTABLISHMENT AND FUNDING OF
THE CHARITABLE FOUNDATION.
Your board of directors unanimously recommends that you vote FOR both proposals.
VOTING DOES NOT OBLIGATE YOU TO PURCHASE
SHARES OF COMMON STOCK DURING THE STOCK OFFERING, NOR DOES IT AFFECT YOUR BLUE FOUNDRY BANK DEPOSIT
ACCOUNTS OR LOANS.
If you receive more than one of these reminder mailings,
please vote each Proxy Card received. They do not duplicate each other!
QUESTIONS?
Please call our Information Center, toll-free, at 1-(844) 265-9680,
between 10:00 a.m. and 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.
PG2
YOUR VOTE IS IMPORTANT!
NOT VOTING HAS THE SAME EFFECT
AS VOTING AGAINST THE PLAN OF CONVERSION AND
AGAINST THE ESTABLISHMENT AND FUNDING OF THE
CHARITABLE FOUNDATION.
In order to implement the plan of conversion, we
must obtain the approval of our voting depositors.
Please disregard this notice if you have already voted.
If you are unsure whether you voted,
vote the enclosed replacement Proxy Card.
Your vote will not be counted twice!
If you receive more than one of these reminder mailings, please vote
each Proxy Card received. They do not duplicate each other!
Please note: Implementing the plan of conversion and establishing the charitable foundation will not affect your deposit accounts or loans at
Blue Foundry Bank. Deposit accounts will continue to be insured by the
FDIC, up to the maximum legal limits. Voting does not obligate you
to purchase common stock during the offering.
THANK YOU VERY MUCH!
QUESTIONS?
Please call our Information Center toll-free at 1-(844) 265-9680,
between 10:00 a.m. and 4:00 p.m., Eastern Time, Monday through Friday, except bank holidays.
PG3
REVOCABLE PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BLUE FOUNDRY, MHC
SPECIAL MEETING OF MEMBERS JUNE 25, 2021 AT 10 P.M., EASTERN TIME
The undersigned depositor of Blue Foundry Bank hereby appoints the full Board of Directors of Blue Foundry, MHC with full powers of substitution, as attorneys-in-fact and proxies for and in the name of the undersigned, to cast all votes to which the undersigned is entitled to cast at the Special Meeting of Depositors (the Special Meeting) to be held at the Renaissance Newark Airport Hotel located at 1000 Spring Street, Elizabeth, New Jersey, on June 25, 2021, at 1:00 p.m., Eastern Time, and at any and all adjournments thereof, as follows:
1. | The approval of a plan of conversion (the Plan of Conversion) whereby Blue Foundry, MHC will convert from the mutual holding company structure to the stock holding company structure and Blue Foundry Bank will become the wholly-owned subsidiary of a new stock holding company, Blue Foundry Bancorp, as described in more detail in the accompanying proxy statement (the Conversion); |
2. | The establishment of Blue Foundry Charitable Foundation, Inc. and the contribution to it of 750,000 shares of common stock of Blue Foundry Bancorp and $1.5 million of cash in connection with the Conversion; and |
such other business as may properly come before this Special Meeting or any adjournment thereof. Note: The Board of Directors is not aware of any other matter that may come before the Special Meeting of Depositors.
THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED IT WILL BE VOTED FOR PROPOSALS 1 AND 2. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING, INCLUDING THE ADJOURNMENT OF THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE NAMED PROXIES IN THEIR BEST JUDGMENT. THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING.
(Continued on reverse side)
Fold and detach the above Proxy Card here
Your Board of Directors unanimously recommends that
you vote FOR the approval of both proposals.
Your FOR Vote is Very Important!
NOT VOTING IS EQUIVALENT TO
VOTING AGAINST THE PROPOSALS.
PLEASE VOTE ALL PROXY CARDS RECEIVED.
CONTROL NUMBER |
PROXY CARD | |||||||
FOR | AGAINST | |||||||
Please vote by marking one box for each proposal: 1. The approval of a plan of conversion, as described in more detail in the accompanying proxy statement. |
||||||||
2. The establishment of Blue Foundry Charitable Foundation, Inc. and the contribution to it of 750,000 shares of common stock of Blue Foundry Bancorp and $1.5 million of cash in connection with the Conversion. | ||||||||
Votes will be cast in accordance with the Proxy Card. Should the undersigned be present and elect to vote at the Special Meeting or at any adjournment thereof and after notification to Blue Foundry, MHCs Secretary at said meeting of the depositors decision to terminate this Proxy, then the power of said attorney-in-fact and proxies shall be deemed terminated and of no further force and effect.
The undersigned acknowledges receipt of a Notice of Special Meeting of Depositors and a Proxy Statement dated May , 2021 before the execution of this Proxy.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE OR INSTEAD FOLLOW THE INSTRUCTIONS TO VOTE YOUR PROXY TODAY BY INTERNET OR TELEPHONE.
|
Signature: Date: , 2021
|
NOTE: Only one signature is required in the case of a joint account. Please sign exactly as your name appears on this proxy card. When signing as an attorney, executor, administrator or guardian, please give your full title. Corporations or partnership proxies should be signed by an authorized officer. |
p Fold and detach the above Proxy Card here p
YOUR VOTE IS IMPORTANT!
NOT VOTING IS THE EQUIVALENT TO VOTING AGAINST BOTH PROPOSALS.
PLEASE VOTE ALL PROXY CARDS RECEIVED.
Internet and telephone voting are quick and simple ways to vote,
and are available through 11:59 P.M., Eastern Time, on , 2021.
VOTE BY INTERNET (available 24 hours a day) |
VOTE BY TELEPHONE (available 24 hours a day) |
VOTE BY MAIL | ||||||
| ||||||||
myproxyvotecounts.com
Use the Internet to vote your proxy. Have the Proxy Card(s) in hand when you access the web site. You will need to enter online the 12 digit control number located in the shaded box above. Each Proxy Card has a unique control number. |
1-(844) 254-8899
Have your Proxy Card(s) in hand when you access the phone voting line. You will be prompted to enter your 12 digit control number, located in the shaded box above. Each Proxy Card has a unique control number. |
Mark, sign and date your Proxy Card and return it in the enclosed postage paid Proxy Reply Envelope. |
If you vote by telephone or Internet you do NOT need to return your Proxy Card by mail.