Your vote is important!
We urge you to vote FOR the proposed reorganization to a Mutual Holding Company.
Thank you for visiting our website. The Savings Bank of Danbury has recently begun the process of forming a mutual holding company. The process involves the reorganization of our corporate structure, while retaining our historical commitment to mutuality and independence. Our Board of Directors and our management team believe this reorganization will provide the Bank with more a more flexible operating platform.
For example, a mutual holding company structure can help us to diversify into other financial service activities that could be beneficial for our customers. Moreover, while there are no acquisitions currently planned, a mutual holding company structure can make it easier to engage in an acquisition of another bank or non-bank company if an attractive opportunity were to arise. And, although we are very well capitalized today, future regulatory requirements may change. This structure would provide us with a way of raising capital through the holding company without going public. Indeed, this plan carefully preserves the benefits of our mutual structure. It allows us to remain independent and focus exclusively on our customers and our community.
We do, however, need the help of our customers to carry out this exciting plan. A majority vote of eligible depositors is required for the reorganization to take place. Recently, we sent out a package to all our eligible depositors containing information about the plan, including directions on how to vote. If you received one of those packages, we ask that you take the time review the information contained therein. And, importantly, we encourage you to vote “YES” for the reorganization plan, helping to make the Savings Bank of Danbury your bank for the future.
Please understand that not voting has the same effect as voting against the plan. So, taking the time to vote “Yes”, is a valuable investment in the future of your bank. We appreciate your support!
Rooted in 170 years of history, our mission remains the same—we are people serving people.
Martin G. Morgado
President and Chief Executive Officer
We believe it will provide us with greater flexibility in the future. A mutual holding company can provide a vehicle to help us diversify into other financial service activities that could be beneficial to our customers and our community. A mutual holding company could also help to facilitate the acquisition of another community-oriented bank if an attractive opportunity were to arise. Additionally, although we are very well capitalized today, future regulatory requirements may change. Right now, the Bank can only raise capital through organic earnings. The structure would provide us with a way of raising capital through the holding company without going public. In short, we believe the Proposed Reorganization would expand our opportunities to serve you well into the future.
We want to emphasize that the Proposed Reorganization would not in any way change our commitment to being an independent, community-oriented institution. The holding company would be a “mutual” holding company, with no shareholders. That leaves us positioned to focus exclusively on our customers and our community, as we have done for the past 170 years.
There would be no impact on the Bank’s banking operations:
- The Bank would continue to do business as “The Savings Bank of Danbury.”
- The Bank would continue to operate out of the same offices that it currently occupies.
- The same Bank team that serves you today will continue to provide the same customer experience and commitment to our community that you’ve come to expect.
- Deposit accounts would continue to be insured by the Federal Deposit Insurance Corporation (“FDIC”) to the maximum extent permitted by law.
No. The Proposed Reorganization would not affect the balance or terms of any deposit account or loan. Each deposit account will retain its current account number and recurring direct deposits and payments will continue uninterrupted.
No. The Proposed Reorganization into a mutual holding company structure has no financial impact on our management or Board of Directors. No one at the Bank will receive any stock, stock options, or other similar compensation in connection with the Proposed Reorganization.
No. The Proposed Reorganization will not involve the issuance of stock to the public or to any depositors, Directors, Corporators, officers or employees of the Bank.
The Board and Management on the Bank are firmly committed to mutuality. Both now and after the Proposed Reorganization, a conversion from an overall mutual form to a stock form would require the approval of our Board of Directors and our Corporators.
Mutual holding companies are formed by the reorganization of a mutual saving bank. It is a multi-step process which starts with the Bank forming a non-stock corporation to serve as the mutual holding company (or “MHC”). Next, the MHC creates a stock saving bank, with 100% of the shares being owned by the MHC. Finally, the mutual savings bank (i.e., the Savings Bank of Danbury) merges with that stock saving bank, and the surviving entity assumes the Savings Bank of Danbury name. All employees of the Bank will remain the same. All customer accounts and products of the Bank will remain the same. The Bank will simply have a new mutual holding company as a parent, and that holding company will operate with the name “SBD Bancorp, Inc.”.
The Savings Bank of Danbury has requested approval for the Proposed Reorganization from the Federal Reserve Bank of New York, The Connecticut Department of Banking and the Federal Deposit Insurance Corporation. The Bank’s depositors and Corporators must also approve the Proposed Reorganization. Approval is contingent upon receipt of a majority of the total votes eligible to be cast by our deposit account holders. We strongly recommend that you vote FOR the Proposed Reorganization.
Depositors as of September 30, 2019 (the “Voting Record Date”) are entitled to vote.
Each depositor receives one vote for every $100 (or fraction thereof) of the withdrawable value of their deposit account(s) as of the Voting Record Date. No depositor may cast more than 1,000 votes per account ownership type. Proxy cards do not show how many votes you have. However, votes cast will automatically be tallied by computer based on the above methodology.
Vote FOR the Proposed Reorganization today by following the directions on the enclosed materials. Your unique control number is located on the top of your proxy card(s). Please understand that not voting has the same effect as voting against the Proposed Reorganization.
You can vote by mailing your signed proxy card(s) in the postage-paid envelope marked “PROXY RETURN”. The faster and more efficient ways to vote are via the Internet or by telephone as instructed on the proxy card and on the back panel of this brochure.
You may receive more than one proxy card and/ or packet of material if you have more than one account, depending on the ownership structure of your accounts. Please support us by voting all proxy cards received today. None are duplicates.
The trustee or custodian on such accounts must sign the proxy card.
No. Only one signature is required on the card.
The Special Meeting of Depositors will be held at the Wyndham Southbury Hotel at 1284 Strongtown Road, Southbury, Connecticut on Monday, December 9, 2019, at 10:00 a.m., EDT.
We want your questions answered. If you have a question, please call 844-723-2265 and one of our friendly information specialists will help you.
NOTE: Every vote is important. Customers have until 12/8/2019 at 11:59pm to vote. If you plan to mail in your vote, mail it no later than 12/4/2019 to allow for your vote to arrive by the 12/9/2019 deadline.