- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
05 Junio 2009 - 3:46PM
Edgar (US Regulatory)
MFBP
DEFA14A 06/05/2009
Section
1: DEFA14A (DEFINITIVE ADDITIONAL MATERIALS)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
DEFA14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No.
)
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Filed
by the Registrant
x
Filed
by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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M&F
BANCORP, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment
of Filing Fee (Check the appropriate
box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which the transaction
applies:
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(2)
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Aggregate
number of securities to which the transaction
applies:
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(3)
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Per
unit price or other underlying value of the 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)
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Proposed
maximum aggregate value of the
transaction:
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Fee
paid previously with preliminary
materials.
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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June 5,
2009
Dear
Fellow Shareholder:
I am
looking forward to seeing you on Tuesday, June 9
th
at our
2009 Annual Shareholder Meeting. The meeting will be held at 6:00
p.m. here in our Corporate offices. I hope that you will
be able to attend the meeting, which will consider various proposals that are
extremely important to the future of our company and bank.
First and
foremost, I want to share with you the great news we recently
received! M&F Bancorp, Inc. has received preliminary
approval to receive more than
$7,000,000
from the Federal
Government’s TARP program! This program is an important part of
President Obama‘s economic stimulus program and has recently been enhanced for
community banks. This approval is especially good news for M&F,
which, as an officially designated Community Development Financial Institution,
will be eligible to receive the funding on preferred terms. Specifically,
M&F will not be required to issue warrants to the Federal Government, which
has the effect of significantly reducing the cost of these funds to M&F –
giving us a competitive advantage over most other TARP-recipients.
I
strongly believe that this capital is critical at this juncture, because it will
allow us to ensure that M&F Bank retains a well-capitalized status, and
continues lending to creditworthy borrowers – which is essential during these
unprecedented economic times. M&F’s importance and
significance, as an institution that provides access to capital to underserved,
deserving borrowers is all the more critical during these challenging
times. We were formed more than a century ago for this very purpose …
and this great mission continues today. However, our mission can only
continue by ensuring that we have the necessary capital in place.
The
capital markets are improving somewhat, but we believe that the price of our
stock, like many others, does not yet reflect the true underlying value of our
company. As a result, if we were to try to raise much-needed capital through a
stock offering today, the value of your stock would be significantly
diluted.
Therefore,
TARP offers an affordable and reasonable source of capital for
us. It is not a bailout for us … it is a
bridge. It will allow us to do just what we have always done
and should continue to do; providing loans to deserving borrowers and building
our track record of success. Without this additional capital, we will
become stagnant and may even have to reduce the Bank’s assets in order to
maintain a well capitalized status.
I firmly
believe that the TARP capital will provide the bridge that we need to maintain
our stability in an unstable environment, as well as increase our shareholder
value. TARP’s cost (5% per year for the first five years) is
relatively low. Our goal is to repay this capital before that cost
increases to 9% per year in year six. In order for us to do so, we
will need to position the company for a successful stock offering when our stock
price recovers to a satisfactory level.
In order
to obtain this additional capital and to have maximum opportunity to repay it at
the earliest appropriate time, I am asking you to vote FOR each of the proposals
that we are presenting at this year’s annual meeting. Several of
these proposals, such as eliminating pre-emptive rights and issuing preferred
stock, are essential to allow us to sign the legal documents and get the TARP
money. If successful in their passage, I anticipate that we will
receive the additional capital before the end of this month.
The other
proposals are equally as important, to enable us to position the company with as
much flexibility as possible, for a successful stock offering to repay the TARP
and grow the Bank. For these reasons, all of the proposals are
important.
It is our
sincere intention to remain one of the most successful majority African American
owned financial institutions in this country. I need your help
to do just that ... please join me in this effort.
If you
have questions or need additional information, please feel free to contact me
directly at 919-687-7800 Ext. 816 or any of our Board members. We will be happy
to speak or meet with you.
If you
have already voted and wish to change your vote to support our efforts, it is
not too late to do so. Please feel free to contact us at 919-687-7800 Ext. 883
or Ext. 816. You can also vote online, by phone, in person, by FAX,
drop your card off to our offices, we will even pick it up; whatever is most
convenient for you.
If you
have already voted, as many of you have already voted FOR the proposals…
THANK YOU…THANK YOU
so very
much for your support and consideration.
This is
our company, this is our value and investment and legacy … let’s preserve,
sustain, and build for a better tomorrow!
Thank you
always for your consideration and support!
Sincerely,
Kim D.
Saunders
President/Chief
Executive Officer
Important
Additional Information.
In connection with the
annual meeting, M&F Bancorp, Inc. (“M&F”) filed with the SEC a
definitive proxy statement, which was first mailed to shareholders of M&F on
or about April 30, 2009. M&F’s shareholders are urged to read the
definitive proxy statement because the definitive proxy statement contains
important information about M&F and the annual
meeting. Shareholders may obtain free copies of the definitive proxy
statement and other documents filed with the SEC at the SEC’s web site at
www.sec.gov
. In
addition, shareholders may obtain free copies of the documents filed with the
SEC by M&F by going to M&F’s Investor Relations page on its corporate
website at
www.mfbonline.com
.
Participants
in Solicitation.
M&F, its officers and its directors may be deemed to
be participants in the solicitation of proxies from M&F’s shareholders with
respect to the annual meeting. Information about M&F’s executive
officers and directors and their ownership of M&F stock is set forth in the
definitive proxy statement.
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