SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 13, 2000
Patapsco Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
Maryland 0-28032 52-1951797
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1301 Merritt Boulevard, Dundalk, Maryland 21222
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(Address of Principal Executive Offices) Zip Code)
Registrant's telephone number, including area code: (410) 285-1010
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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(a) On November 13, 2000, Patapsco Bancorp, Inc. (the "Company")
consummated its acquisition of Northfield Bancorp, Inc. ("Northfield"), the
holding company of Northfield Federal Savings Bank ("Northfield Federal"), a
federally chartered stock savings bank which operated two offices located in
Baltimore County, Maryland. Under the terms of the Agreement of Merger by and
among the Company, The Patapsco Bank, PN Financial, Inc., Northfield and
Northfield Federal, dated as of May 16, 2000, at the effective time of the
merger each share of issued and outstanding Northfield common stock was
converted into the right to receive $12.50 in cash and 0.24 shares of the
Company's Series A Non-cumulative Perpetual Convertible Preferred Stock and cash
in lieu of fractional shares. At September 30, 2000, Northfield had total assets
of $54 million, deposits of $37 million and stockholders' equity of $7 million.
This acquisition is expected to be accounted for under the purchase method of
accounting. The source of funds for the acquisition was cash on hand, $3 million
in funds borrowed from a bank and $100,000 in funds borrowed from a different
bank. The identities of the banks have been omitted and filed separately with
the Commission.
(b) The equipment and other physical property acquired by the Company
in the acquisition were used by Northfield for its banking business and will
continue to be used by the Company for its banking business.
Information regarding this acquisition is set forth in the Company's
press release dated November 13, 2000, attached hereto as Exhibit 99.3 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibit Description
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2 Agreement of Merger by and among Patapsco Bancorp, Inc., The Patapsco
Bank, PN Financial, Inc., Northfield Bancorp, Inc. and Northfield
Federal Savings Bank, dated as of May 16, 2000 (incorporated herein by
reference from Exhibit 2 to the Company's Current Report on Form 8-K
dated May 19, 2000)
99.1 Financial Statements of Business Acquired: To be filed by amendment as
soon as practicable but not later than 60 days from the date this
Current Report on Form 8-K is required to be filed, or January 29,
2001
99.2 Pro Forma Financial Information: To be filed by amendment as soon as
practicable but not later than 60 days from the date this Current
Report on Form 8-K is required to be filed, or January 29, 2001
99.3 Press Release, dated November 13, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Patapsco Bancorp, Inc.
(Registrant)
Date: November 20, 2000 By: /s/ Joseph J. Bouffard
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Joseph J. Bouffard
President and Chief Executive Officer
