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Filed by Patapsco Bancorp, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Northfield Bancorp, Inc.
Commission File No.: 0-25057
May 2000
Dear Stockholder:
It is with great pleasure that we inform you of our
agreement to acquire Northfield Bancorp, Inc., the parent
organization of Northfield Federal Savings Bank. This is a
stock company with two offices and eleven employees. It has
approximately $53 million in assets and is located in the
Parkville section of Baltimore County. The transaction is
subject to regulatory and Northfield shareholders approval, and
we hope to complete it by October 31, 2000.
The purchase price for Northfield will be a combination of
cash and preferred stock. Each share of Northfield Bancorp, Inc.
common stock outstanding at the time of the acquisition will be
converted into the right to receive $12.50 in cash and 0.24
shares of a newly created class of Patapsco Bancorp, Inc.'s
Preferred Stock. The Preferred Stock will be convertible into
Patapsco Bancorp's, Inc.'s common stock on a one for one basis,
will be redeemable after five years and will pay, until
converted or redeemed, a noncumulative 7.5% dividend on its
liquidation value of $25.00.
We are excited by this transaction because Northfield is a
Baltimore County institution with similar demographics to the
communities we currently serve. It will triple our branch
offices and bring our varied product offerings to Northfield's
customers. We believe this transaction is a perfect fit with our
long-term strategy of controlled growth. We also expect it to
yield improved financial results and increased value to Patapsco
shareholders, particularly in the next few years as we realize
the many efficiencies of combining our organizations.
Patapsco's earnings for the third quarter ending 3/31/00
were $204,000 or $.60 diluted earnings per share. That was a 5%
increase over the same period last year. For the fiscal year to
date earnings improved 5% to $576,000. Of special note, during
the quarter, the company's assets exceeded $100 million for the
first time in our 90-year history. The results of the period are
listed on the reverse hereof.
As we approach the end of our fiscal year on June 30, 2000,
we expect to record another year of solid and improved
performance. Although we continue to make progress, we realize
that we have yet to achieve our desired potential. Your
confidence and continued support of the management and employees
of your Company is sincerely appreciated.
As we write this letter, the last trade of our stock was at
$20.00.
Very truly yours,
/s/ Joseph J. Bouffard
Joseph J. Bouffard
President & Chief Executive Officer
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This letter contains certain forward looking statements
about the proposed acquisition of Northfield Bancorp, Inc. by
Patapsco Bancorp, Inc. These statements include statements
regarding the anticipated closing date of the transaction,
anticipated cost savings, and anticipated future results.
Forward-looking statements can be identified by the fact that
they do not relate strictly to historical or current facts.
They often include words like "believe," "expect,"
"anticipate," "estimate," and "intend" or future or conditional
verbs such as "will," "would," "should," "could" or "may."
Certain factors that could cause actual results to differ
materially from expected include delays in completing the
acquisition, difficulties in achieving cost savings from the
acquisition or in achieving such cost savings within the
expected time frame, difficulties in integrating Patapsco
Bancorp, Inc. and Northfield Bancorp, Inc., increased
competitive pressures, changes in the interest rate environment,
changes in general economic conditions, legislative and
regulatory changes that adversely affect the business in
which Patapsco Bancorp, Inc. and Northfield Bancorp, Inc. are
engaged, and changes in the securities markets.
Patapsco Bancorp, Inc. and Northfield Bancorp, Inc. do not
undertake, and specifically disclaim any obligation, to publicly
release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events.
SHAREHOLDERS OF NORTHFIELD BANCORP, INC. AND OTHER
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS THAT
WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 TO BE
FILED BY PATAPSCO WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION ("SEC") IN CONNECTION WITH THE PROPOSED ACQUISITION.
THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION ABOUT PATAPSCO BANCORP, INC., NORTHFIELD BANCORP,
INC. AND THE ACQUISITION.
CERTAIN OFFICERS AND DIRECTORS OF NORTHFIELD BANCORP, INC.
WILL BE SOLICITING PROXIES FROM SHAREHOLDERS OF NORTHFIELD
BANCORP, INC. IN FAVOR OF THE ACQUISITION. A DESCRIPTION OF
THEIR DIRECT AND INDIRECT INTERESTS IN THE ACQUISITION, SUCH AS
THEIR STOCK OWNERSHIP IN NORTHFIELD BANCORP, INC., WILL BE
INCLUDED IN THE PROXY STATEMENT/PROSPECTUS. THE DIRECTORS AND
OFFICERS OF NORTHFIELD BANCORP, INC. WHO WILL BE SOLICITING
PROXIES ARE G. RONALD JOBSON, J. THOMAS HOFFMAN, GARY R. BOZEL,
WILLIAM R. RUSH, E. THOMAS LAWRENCE, JR. AND DAVID G.
RITTENHOUSE.
AFTER IT IS FILED WITH THE SEC, THE PROXY STATEMENT
/PROSPECTUS WILL BE AVAILABLE FOR FREE, BOTH ON THE SEC'S WEB
SITE (WWW.SEC.GOV) AND FROM PATAPSCO BANCORP, INC. AND
NORTHFIELD BANCORP, INC. AS FOLLOWS:
PATAPSCO BANCORP, INC.:
JOSEPH J. BOUFFARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PATAPSCO BANCORP, INC.
1301 MERRITT BOULEVARD
DUNDALK, MARYLAND 21222
410-285-9327
NORTHFIELD BANCORP, INC.:
G. RONALD JOBSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NORTHFIELD BANCORP, INC.
8005 HARFORD ROAD
BALTIMORE, MARYLAND 21234
410-665-7900
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Patapsco Bancorp, Inc. and Northfield Bancorp, Inc. also
file annual, quarterly and special reports, proxy statements and
other information with the SEC.
Investors may read and copy any reports, statements or
other information filed by each company on the SEC's web site at
www.sec.gov or at the SEC's public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at the SEC's other
public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
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FINANCIAL HIGHLIGHTS (unaudited)
Patapsco Bancorp, Inc. and Subsidiary
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<CAPTION>
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For the nine months ended For the three months ended
March 31, March 31,
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(Dollars in thousands, except per share data) 2000 1999 2000 1999
<S> <C> <C> <C> <C>
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OPERATING RESULTS:
Interest income $5,795 $5,380 $2,001 $1,781
Interest expense 2,658 2,477 935 793
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Net interest income 3,137 2,903 1,067 988
Provision for loan losses 255 170 115 60
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Net interest income after provision
for loan losses 2,882 2,733 952 928
Noninterest income 254 181 121 67
Noninterest expense 2,194 2,025 739 664
Provision for income taxes 366 334 129 126
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Net income $ 576 $ 555 $ 205 $ 204
PER SHARE DATA:
Net income per share, diluted 1.75 1.62 0.63 0.60
Book Value per Share 28.25 26.77
Stock price 20.50 26.00
Stock Prices as a percentage of book value 72.57% 97.12%
PERFORMANCE RATIOS: (1)
Return on average assets 0.80% 0.82%
Return on average equity 8.18 7.97
Net Interest Spread 3.98 3.82
Net interest margin 4.47 4.39
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AT
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March 31, June 30,
2000 2000
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<S> <C> <C>
BALANCES
Net Loans $ 87,901 $ 77,777
Total Assets 101,323 95,328
Deposits 75,187 69,671
Borrowings 14,900 13,900
Stockholders' Equity 9,290 9,218
CAPITAL & CREDIT QUALITY RATIOS
Stockholders' equity to total assets 9.17% 9.67%
Allowance for loan losses to total loans 0.82% 0.80%
Nonperforming assets to total assets 0.70% 0.22%
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(1) Amounts for the nine and three month periods ended March 31, 2000 and 1999
are annualized.
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