<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use
[x] Definitive Proxy Statement of the Commission
Only
[ ] Definitive Additional Materials (as permitted by Rule
[ ] Soliciting Material Pursuant to 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
NORTHFIELD BANCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction
applies:
-----------------------------------------------------
- -
2. Aggregate number of securities to which transaction
applies:
-----------------------------------------------------
- -
3. Per unit price or other underlying value of trans-
action 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):
-----------------------------------------------------
- -
4. Proposed maximum aggregate value of transaction:
-----------------------------------------------------
- -
5. Total fee paid:
-----------------------------------------------------
- -
[ ] Fee paid previously with preliminary materials:
[ ] 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.
1. Amount previously paid:
-----------------------------------------------------
- -
2. Form, Schedule or Registration Statement no.:
-----------------------------------------------------
- -
3 Filing Party:
-----------------------------------------------------
- -
4. Date Filed:
-----------------------------------------------------
- - <PAGE>
<PAGE>
NORTHFIELD BANCORP, INC.
8005 HARFORD ROAD
BALTIMORE, MARYLAND 21234
April 9, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the first Annual
Meeting of Stockholders of Northfield Bancorp, Inc. to be held
at our executive offices, 8005 Harford Road, Baltimore,
Maryland on Wednesday, May 12, 1999 at 9:00 a.m., local time.
Your Board of Directors and management look forward to
personally greeting those stockholders able to attend.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of
the
Company. Directors and officers of the Company will be present
to respond to any questions the stockholders may have.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND
THE ANNUAL MEETING. Your vote is important, regardless of the
number of shares you own. This will not prevent you from
voting in person but will assure that your vote is counted if
you are unable to attend the meeting. On behalf of your Board
of Directors, thank you for your interest and support.
Sincerely,
/s/ G. Ronald Jobson
G. Ronald Jobson
President & Chief Executive
Officer<PAGE>
<PAGE>
- ----------------------------------------------------------------
NORTHFIELD BANCORP, INC.
8005 HARFORD ROAD
BALTIMORE, MARYLAND 21234
(410) 665-7900
- ----------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 1999
- ----------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stock-
olders (the "Meeting") of Northfield Bancorp, Inc. (the
"Company"), will be held at the Company's executive offices,
8005 Harford Road, Baltimore, Maryland 21234 at 9:00 a.m. on
Wednesday, May 12, 1999.
A Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of two directors of the Company;
and
2. The transaction of such other matters as may
properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on any one of the foregoing
proposals at the Meeting on the date specified above or on any
date or dates to which, by original or later adjournment, the
Meeting may be adjourned. Stockholders of record at the close
of business on March 31, 1999, are the stockholders entitled to
notice of and to vote at the Meeting and any adjournments
thereof.
You are requested to fill in and sign the enclosed form of
proxy which is solicited by the Board of Directors and to mail
it promptly in the enclosed envelope. The proxy will not be
used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF
DIRECTORS
/s/ J. Thomas Hoffman
J. THOMAS HOFFMAN
SECRETARY
Baltimore, Maryland
April 9, 1999
_______________________________________________________________
_
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE
A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES. PLEASE ACT PROMPTLY.
_______________________________________________________________
_
<PAGE>
<PAGE>
- ----------------------------------------------------------------
PROXY STATEMENT
OF
NORTHFIELD BANCORP, INC.
8005 HARFORD ROAD
BALTIMORE, MARYLAND 21234
- ----------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
May 12, 1999
- ----------------------------------------------------------------
- ----------------------------------------------------------------
GENERAL
- ----------------------------------------------------------------
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Northfield
Bancorp, Inc. (the "Company") to be used at the Annual Meeting
of Stockholders of the Company (the "Meeting") which will be
held at the Company's executive offices, 8005 Harford Road,
Baltimore, Maryland on Wednesday, May 12, 1999, at 9:00 a.m.,
local time. The accompanying notice of meeting and this Proxy
Statement are being first mailed to stockholders on or about
April 9, 1999.
- ----------------------------------------------------------------
VOTING AND REVOCABILITY OF PROXIES
- ----------------------------------------------------------------
Stockholders who execute proxies retain the right to
revoke them at any time. Unless so revoked, the shares
represented by such proxies will be voted at the Meeting and
all adjournments
thereof. Proxies may be revoked by written notice to the
Secretary of the Company, at the address shown above, by filing
of a later dated proxy prior to a vote being taken on a
particular proposal at the Meeting or by attending the Meeting
and voting in person. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the
directions given therein. WHERE NO INSTRUCTIONS ARE INDICATED,
PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR SET FORTH
BELOW AND IN FAVOR OF EACH OF THE OTHER PROPOSALS SET FORTH IN
THIS PROXY STATEMENT TO BE CONSIDERED AT THE MEETING. The
proxy confers discretionary authority on the persons named
therein to vote with respect to the election of any person as a
director where the nominee is unable to serve or for good cause
will not serve and matters incident to the conduct of the
Meeting. Proxies marked as abstentions and shares held in
street name which have been designated by brokers on proxies as
not voted, will not be counted as votes cast. Proxies marked
as absten-tions or as broker non-votes will, however, be
treated as shares present for purposes of determining whether a
quorum is present.
- ----------------------------------------------------------------
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- ----------------------------------------------------------------
The securities entitled to notice of and to vote at the
Meeting consist of the Company's common stock, par value $.01
per share (the "Common Stock"). Stockholders of record as of
the close of business on March 31, 1999 (the "Record Date"),
are entitled to one vote for each share of Common Stock then
held. As of the Record Date, there were 475,442 shares of
Common Stock
issued and outstanding. The presence, in person or by proxy,
of at least a majority of the total number of shares of Common
Stock outstanding and entitled to vote will be necessary to
constitute a quorum at the Meeting.
Persons and groups owning in excess of 5% of the Common
Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") with the Company and the
Securities and Exchange Commission ("SEC"). Based on such
reports (and certain other written information received by the
Company), management knows of no persons other than those set
forth below who owned more than 5% of the outstanding shares of
Common Stock as of the Record Date. The following table sets
forth, as of
the Record Date, certain information as to those persons who
were the beneficial owners of more than five percent (5%) of
the
<PAGE>
<PAGE>
Company's outstanding shares of Common Stock and the shares of
Common Stock beneficially owned by all executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON
STOCK
OF BENEFICIAL OWNER OWNERSHIP(1)
OUTSTANDING
- ------------------- ------------ ------------
- --
<S> <C> <C>
Northfield Bancorp, Inc. 35,841 (2) 7.54%
Employee Stock Ownership Plan ("ESOP")
8005 Harford Road
Baltimore, Maryland 21234
John W. Spence 36,272 (3) 7.63%
Spence Limited, L.P.
4712 Clendenin Road
Nashville, Tennessee 37220
All Executive Officers and Directors 73,238 (4) 15.41%
as a Group (9 persons)
<FN>
__________
(1) For purposes of this table, a person is deemed to be the
beneficial owner of any shares of Common Stock if he or she
has
or shares voting or investment power with respect to such
Common Stock or has a right to acquire beneficial ownership
at any time
within 60 days from the Record Date. As used herein, "voting
power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the
disposition of shares. Except as otherwise noted, ownership
is
direct, and the named persons exercise sole voting and invest-
ment power over the shares of the Common Stock.
(2) These shares are held in a suspense account for future alloca-
tion among participating employees as the loan used to
purchase
the shares is repaid. The trustees of the ESOP, currently
Directors Hoffman, Lawrence and Rush, vote all allocated
shares
in accordance with instructions of the participants. Unallo-
cated shares and shares for which no instructions have been
received generally are voted by the ESOP trustees in the same
ratio as participants direct the voting of allocated shares
or, in the absence of such direction, as directed by the
Company's Board of Directors. As of the Record Date, 2,194
shares had been allocated.
(3) Based on a Schedule 13G filed in January 1999, John W. Spence
and Spence Limited, L.P. have shared voting and investment
power
over the reported shares.
(4) Includes 1,113 shares which have been allocated to the
accounts
of executive officers in the ESOP. Does not include 35,841
unallocated shares held by the ESOP. Excludes 13,465 shares
allocated to participant accounts held by a trust formed under
the Northfield Federal Savings Deferred Compensation Plan
("Deferred Compensation Plan") over which shares the Company's
full Board of Directors has voting power.
</FN>
</TABLE>
- ----------------------------------------------------------------
PROPOSAL I -- ELECTION OF DIRECTORS
- ---------------------------------------------------------------
- -
The Company's Board of Directors is composed of six
members. The Company's Articles of Incorporation require that
directors be divided into three classes, as nearly equal in
number as possible, each class to serve for a three-year
period, with approximately one-third of the directors elected
each year. The Board of Directors has nominated E. Thomas
Lawrence, Jr. and David G. Rittenhouse to serve as directors
for a three-year period.
If any nominee is unable to serve, the shares represented
by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size
of the Board may be reduced to eliminate the vacancy. At this
time, the Board knows of no reason why any nominee might be
unavailable to serve.
2
<PAGE>
<PAGE>
Under the Company's Bylaws, directors shall be elected by a
plurality of the votes of the shares present in person or by
proxy at the Meeting. Votes which are not cast at the Meeting,
either because of abstentions or broker non-votes, are not
considered in determining the number of votes which have been
cast for or against the election of a nominee.
Unless otherwise specified on the proxy, it is intended
that the persons named in the proxies solicited by the Board
will vote for the election of the named nominees.
The following table sets forth the names of the Board's
nominees for election as director of the Company and of those
directors who will continue to serve as such after the Meeting.
Also set forth is certain other information with respect to
each person's age, the year he first became a director of the
Company's wholly owned subsidiary, Northfield Federal Savings
Bank (the "Bank"), the expiration of his term as a director and
the number and percentage of shares of the Common Stock
beneficially owned. All of the individuals were initially
appointed as director of the Company in March 1998 in
connection with the Company's incorporation.
<TABLE>
<CAPTION>
SHARES OF
YEAR FIRST COMMON STOCK
ELECTED AS CURRENT BENEFICIALLY PERCENT
AGE AT DIRECTOR TERM TO OWNED AT THE OF
NAME DECEMBER 31, 1998 OF THE BANK EXPIRE RECORD DATE (1) CLASS
- ---- ------------------ ----------- ------- ---------------- --------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
<S> <C> <C> <C> <C> <C>
E. Thomas Lawrence, Jr. 44 1994 2002 6,300 1.33%
David G. Rittenhouse 82 1974 2002 12,500 2.63%
DIRECTORS CONTINUING IN OFFICE
Gary R. Bozel 41 1985 2001 12,500 2.63%
William R. Rush 42 1983 2001 12,500 2.63%
G. Ronald Jobson 62 1994 2000 13,082 (2) 2.76%
J. Thomas Hoffman 51 1983 2000 12,500 2.63%
<FN>
- ------------
(1) Includes stock held in joint tenancy; stock owned as tenants in common; stock
owned or held by a spouse or other member of the individual's household; stock
allocated through certain employee benefit plans of the Company; stock in which
the individual either has or shares voting and/or investment power and shares
which the individual has the right to acquire at any time within 60 days of the
Record Date. Each person or relative of such person whose shares are included
herein exercises sole or shared voting and dispositive power as to the shares
reported. Does not include shares with respect to which Directors Hoffman,
Lawrence and Rush have "voting power" by virtue of their positions as trustees
of the trust holding 35,841 unallocated shares under the Company's ESOP. The
ESOP
trustees must vote all allocated shares held in the ESOP in accordance with the
instructions of the participants. Unallocated shares and allocated shares for
which no timely direction is received are voted by the ESOP trustees in
propor-
tion to the participant-directed voting of allocated shares. Excludes 13,465
shares allocated to participant accounts held by the Deferred Compensation Plan
trust over which shares the Company's full Board of Directors has voting power.
(2) Includes 557 shares which have been allocated to the account of Mr. Jobson in
the
ESOP.
</FN>
</TABLE>
3<PAGE>
<PAGE>
The principal occupation of each director of the Company
for the last five years is set forth below.
E. THOMAS LAWRENCE, JR. is a painting contractor with
Preferred Painting & Wall Covering Services, Inc., located in
Fallston, Maryland. From 1972 to July 1995 he was Vice
President of Painting Services, Inc. in Baltimore, Maryland.
DAVID G. RITTENHOUSE is the chief executive officer of the
Rittenhouse Fuel Company, a heating oil, heat and air
conditioning servicer located in Baltimore, Maryland.
GARY R. BOZEL is a self-employed certified public
accountant practicing in Towson, Maryland. He has served as
the Company's Chairman of the Board since March 1998 and as the
Bank's Chairman of the Board since 1996. He also served as the
Bank's President from 1993 to 1996. He is a member of the
board of directors and finance committee of the Towson Golf and
Country Club.
WILLIAM R. RUSH is a teacher and director of summer
programs at the McDonogh School. Prior to 1997, Mr. Rush was a
real estate appraiser and owner of a bar and restaurant in
Parkville, Maryland. He is a member of the Maryland
Association of Physical Education, Health, Recreation & Dance,
the Maryland State Youth Soccer Association and Senior
Olympics.
G. RONALD JOBSON has been the Company's President and
Chief Executive Officer since its incorporation in March 1998
and the Bank's President and Chief Executive Officer since
1996.
From 1984 to that time, he served as the Bank's Executive Vice
President and Chief Executive Officer. He is active with the
Country Club of Maryland and Parkville American Legion Post
184.
J. THOMAS HOFFMAN serves as the Bank's and the Company's
Secretary and is a self-employed sales consultant of financial
products in Towson, Maryland. Mr. Hoffman is also a registered
representative with John Hancock Financial Distributors
Services, Inc. and is a member of the Parkville Optimist Club
and Towson Business Association.
- ----------------------------------------------------------------
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- ----------------------------------------------------------------
The Board of Directors conducts its business through
meetings of the Board and through activities of its committees.
During the year ended December 31, 1998, the Board of Directors
held 24 regular meetings and seven special meetings. No
director attended fewer than 75% of the total meetings of the
Board of Directors and committees on which such director served
during the year ended December 31, 1998.
The Company's Nominating Committee consists of the entire
Board of Directors. The Board met once in this capacity during
fiscal 1998. While the Board will consider nominees
recommended by stockholders, it has not actively solicited
recommendations from the Company's stockholders for nominees,
nor subject to the procedural requirements set forth in the
Corporation's Articles of Incorporation and Bylaws, established
any procedures for this purpose.
The full Board functions as an Audit Committee, in
conjunc-
tion with regularly scheduled Board meetings. The Board met one
time in this capacity in fiscal 1998 to examine and approve the
independent auditor's report.
The full Board serves as the Compensation Committee to
review the performance of the Bank's officers. The Board met
once in this capacity in fiscal 1998.
4
<PAGE>
<PAGE>
- ----------------------------------------------------------------
DIRECTORS' COMPENSATION
- ----------------------------------------------------------------
The Company's Board of Directors meets twice per month.
Each director is paid an annual fee of $7,200. Total aggregate
fees paid to directors, including a $4,200 year-end retainer
paid to each director, for the year ended December 31, 1998
were $69,150.
DEFERRED COMPENSATION PLAN. The Bank adopted the
Northfield Federal Savings Deferred Compensation Plan,
effective December 24, 1997 for the Bank's directors and select
executive
officers. Under the plan, before each calendar year begins,
each non-employee director may elect to defer receipt of all or
part of his future fees and any other participant may elect to
defer receipt of up to 25% of his salary or 100% of his bonus
compensation for the year. Deferred amounts are credited at
the end of the calendar year to bookkeeping accounts in the
name of each participant. Upon implementation of the plan,
each director's account was credited with the product of
$2,500
and the director's full years of service as a director, up to
10 years and the Bank recognized compensation expense totaling
$115,000 to provide for participants' initial account balances.
Until distributed in accordance with the terms of the plan,
each participant's account will be credited with a rate of
return equal to the highest rate of interest paid on the Bank's
one-year certificates of deposit. Beginning in November 1998,
each participant may prospectively elect to have his account
credited with either the highest return paid by the Bank on its
one-year certificates of deposit or the total return on the
Common Stock.
Participants are fully vested in their accounts at all
times. Each participant may elect to receive plan benefits in
a lump sum or in equal annual payments over a period of years
designated by the participant. In the absence of an election
the participant will receive payments in five substantially
equal installments. In the event of a participant's death, the
balance of his plan account will be paid in a lump sum (unless
the participant elects to continue the previously designated
distribution method) to his designated beneficiary, or if none,
his estate.
The Bank has established a trust in order to hold assets
with which to pay plan benefits to participants. Trust assets
are subject to claims of general creditors. In the event a
participant prevails over the Bank in a legal dispute as to the
terms or interpretation of the plan, he would be reimbursed for
his legal and other expenses. In 1998, each of the accounts of
Messrs. Bozel, Jobson, Lawrence, Rittenhouse and Rush were
credited with $11,400 and the account of Mr. Hoffman was
credited with $12,150.
- ----------------------------------------------------------------
EXECUTIVE COMPENSATION
- ----------------------------------------------------------------
SUMMARY COMPENSATION TABLE. The following table sets
forth the cash and non-cash compensation awarded to or earned
by the Chief Executive Officer of the Company and the Bank. No
other employee earned in excess of $100,000 for the year ended
December 31, 1998.
<PAGE>
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------
OTHER ANNUAL ALL OTHER
NAME YEAR SALARY BONUS COMPENSATION (1) COMPENSATION
- ---- ---- ------ ----- ---------------- ------------
<S> <C> <C> <C> <C> <C>
G. Ronald Jobson 1998 $ 67,200 $ 6,000 $ 11,400 $ 3,345 (2)
1997 $ 58,000 $ 8,000 $ 11,400 $ 6,515 (3)
<FN>
__________
(1) Consists of director fees.
(2) Consists of country club fees.
(3) Consists of 401-k Plan contribution ($3,300) and country club fees ($3,215).
</FN>
</TABLE>
5
<PAGE>
<PAGE>
EMPLOYMENT AGREEMENT. The Bank has entered into an employ-
ment agreement with its President, G. Ronald Jobson. Mr.
Jobson's base salary under the employment agreement is $75,000.
The employment agreement has a term of 12 months. The
agreement is terminable by the Bank for "just cause" as defined
in the agreement. If the Bank terminates Mr. Jobson without
just cause, if the Bank determines not to renew Mr. Jobson's
term of employment without just cause or if Mr. Jobson
terminates his employment for "good reason", Mr. Jobson will be
entitled to a continuation of his salary for a period of 12
months following the date of termination. The employment
agreement also contains a provision stating that in the event
of the termination of employment in connection with any change
in control of the Company or the Bank within the first 12
months of the agreement, Mr. Jobson will be paid a lump sum
amount equal to his base salary for the remainder of the 12
month period and 1.99 times his base salary for a 12 month
period. If the termination in connection with a change in
control occurs between the first and second years of the
agreement (if the agreement is renewed by the Board of
Directors past the initial term), Mr. Jobson
will be paid a lump sum equal to his base salary for the
remainder of the 12 month period and .99 times his base salary
for a 12 month period. The maximum amount that Mr. Jobson
could currently receive is $224,250. The agreement may be
renewed annually by the Board of Directors upon a determination
of satisfactory performance within the Board's sole discretion.
If Mr. Jobson shall become disabled during the term of the
agree-ment, he shall continue to receive payment of 100% of the
base salary and benefits through the date of termination. Such
pay-
ments shall not be reduced by any other benefit payments made
under other disability program in effect for the Bank's
employees. If Mr. Jobson's employment terminates, he will be
entitled to purchase from the Bank family medical insurance
through any group health plan maintained by the Bank, until he
becomes eligible to participate in Medicare.
- ----------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
- ----------------------------------------------------------------
During the year ended December 31, 1998, certain of the
Company's officers and directors had loans from the Bank
totaling approximately $378,000, or .07% of the Company's
stockholders' equity at that date. All of such loans were made
in the ordinary course of business, were made on substantially
the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with
other persons and did not involve more than the normal risk of
collectibility or present other unfavorable features.
- ----------------------------------------------------------------
RELATIONSHIP WITH INDEPENDENT AUDITORS
- ----------------------------------------------------------------
Anderson Associates, LLP was the Company's independent
certified public accountants for the 1998 fiscal year. The
Board of Directors presently intends to renew the Company's
arrangement with Anderson Associates, LLP to be its independent
certified public accountants for the fiscal year ending
December 31, 1999. A representative of Anderson Associates,
LLP is
expected to be present at the Meeting to respond to appropriate
questions.
- ----------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- ----------------------------------------------------------------
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers, directors and persons who own more than
ten percent (10%) of the outstanding Common Stock are required
to file reports detailing their ownership and changes of
ownership in such Common Stock and to furnish the Company with
copies of all such reports. Based on the Company's review of
such reports, which the Company received during the last fiscal
year, or written representations from such persons that no
annual report of change in beneficial ownership was required,
the Company believes that, during the last fiscal year, all
persons subject to such reporting requirements have complied
with the reporting requirements.
6
<PAGE>
<PAGE>
- ----------------------------------------------------------------
OTHER MATTERS
- ----------------------------------------------------------------
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this Proxy Statement. However, if any other matters should pro
perly come before the Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof in
accordance with the determination of the Board of Directors.
- ----------------------------------------------------------------
MISCELLANEOUS
- ----------------------------------------------------------------
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred
by them in sending proxy materials to the beneficial owners of
Common Stock. In addition to solicitations by mail, directors,
officers and regular employees of the Company may solicit
proxies personally or by telegraph or telephone without
additional compensation.
The Company's Annual Report to Stockholders, including
financial statements, is being mailed to all stockholders of
record as of the Record Date. Any stockholder who has not
received a copy of such Annual Report may obtain a copy by
writing to the Secretary of the Company. Such Annual Report is
not to be treated as a part of the proxy solicitation materials
or as having been incorporated herein by reference.
- ----------------------------------------------------------------
STOCKHOLDER PROPOSALS
- ----------------------------------------------------------------
It is expected that the Company's 2000 Annual Meeting of
Stockholders will be held in May 2000. In order to be eligible
to be considered for inclusion in the Company's proxy materials
for such Annual Meeting, any stockholder proposal to take
action at such meeting must be received at the Company's
executive offices at 8005 Harford Road, Baltimore, Maryland
21234, no later than December 5, 1999. Any such proposal shall
be subject to the requirements of the proxy rules adopted under
the Exchange Act.
Stockholder proposals to be considered at such Annual
Meeting, other than those submitted pursuant to the Exchange
Act, must be stated in writing, delivered or mailed to the
Secretary of the Company at the address stated above, not less
than thirty days nor more than sixty days prior to the date of
the Annual Meeting. If less than forty days' notice of the
meeting is given to stockholders, such written notice shall be
delivered or mailed to the Secretary of the Company not later
than the close of business on the tenth day following the day
on which notice of the meeting was mailed to stockholders.
BY ORDER OF THE BOARD OF
DIRECTORS
/s/ J. Thomas Hoffman
J. THOMAS HOFFMAN
SECRETARY
Baltimore, Maryland
April 9, 1999
- ----------------------------------------------------------------
FORM 10-KSB
- ----------------------------------------------------------------
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO
STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO THE
PRESIDENT, NORTHFIELD BANCORP, INC., 8005 HARFORD ROAD,
BALTIMORE, MARYLAND 21234.
- ----------------------------------------------------------------
7<PAGE>
<PAGE>
REVOCABLE PROXY
NORTHFIELD BANCORP, INC.
BALTIMORE, MARYLAND
- ----------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1999
- ----------------------------------------------------------------
The undersigned hereby appoints the full Board of
Directors with full powers of substitution, to act as proxies
for the undersigned, to vote all shares of common stock of
Northfield Bancorp, Inc. (the "Company") which the undersigned
is entitled to vote at the Annual Meeting of Stockholders (the
"Meeting"), to be held at the Company's executive offices, 8005
Harford Road, Baltimore, Maryland on Wednesday, May 12, 1999 at
9:00 a.m., local time, and at any and all adjournments thereof,
as follows:
VOTE
FOR WITHHELD
1. The election as directors of
all nominees listed below
(except as marked to the
contrary below).
E. Thomas Lawrence, Jr.
David G. Rittenhouse [ ] [ ]
INSTRUCTION: To withhold your
vote for the nominee, insert
his name on the line provided
below.
-----------------------------
The Board of Directors recommends a vote "FOR" the
above-listed propositions.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR
DIRECTOR LISTED ABOVE AND FOR THE OTHER PROPOSITIONS LISTED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE
WITH THE DETERMINATION OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH
RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE
NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE MEETING.
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<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Company at the Meeting of the
stockholder's decision to terminate this proxy, then the power
of said attorneys and proxies shall be deemed terminated and of
no further force and effect.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Annual Meeting of
Stockholders, a Proxy Statement dated April 9, 1999 and an
Annual Report.
Dated: _____________________, 1999
__________________________ _________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
_________________________ _________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney,
executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder should
sign.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
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