<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 under 14a-6(e)(2))
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>
Northfield Bancorp, Inc.
8005 Harford Road
Baltimore, Maryland 21234
April 12, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Northfield Bancorp, Inc. to be held at our
executive offices, 8005 Harford Road, Baltimore, Maryland on
Wednesday, May 10, 2000 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 10, 2000
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (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 10, 2000.
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 pro-
posals 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, 2000, 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 12, 2000
________________________________________________________________
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 10, 2000
________________________________________________________________
________________________________________________________________
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 10, 2000 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 12, 2000.
________________________________________________________________
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
abstentions 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, 2000 (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>
PERCENT OF SHARES
NAME AND ADDRESS AMOUNT AND NATURE OF OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING
- ------------------- ----------------------- ----------------
<S> <C> <C>
Northfield Bancorp, Inc. 38,035 (2) 8.00%
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 75,364 (4) 15.86%
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 investment power
over the shares of the Common Stock.
(2) These shares are held in a suspense account for future allocation 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. Unallocated 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, 5,422 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 2,653 shares which have been allocated to the accounts of
executive officers in the ESOP. Does not include 32,915 unallocated
shares held by the ESOP. Excludes 5,806 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 G. Ronald Jobson and J.
Thomas Hoffman 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, 1999 OF THE BANK EXPIRE RECORD DATE (1) CLASS
- ---- ------------------ ----------- ------- ---------------- --------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2003
<S> <C> <C> <C> <C> <C>
G. Ronald Jobson 63 1994 2000 13,857 (2) 2.92%
J. Thomas Hoffman 52 1983 2000 13,036 2.75%
DIRECTORS CONTINUING IN OFFICE
Gary R. Bozel 42 1985 2001 12,500 2.63%
William R. Rush 43 1983 2001 12,500 2.63%
E. Thomas Lawrence, Jr. 45 1994 2002 6,300 1.33%
David G. Rittenhouse 83 1974 2002 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 32,613 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 proportion to the participant-directed voting of
allocated shares. Excludes 5,806 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 1,332 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.
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 a member of
Parkville American Legion Post 183.
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.
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.
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.
________________________________________________________________
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, 1999, the Board of
Directors held 12 regular meetings and eight 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, 1999.
The Company's Nominating Committee consists of the entire
Board of Directors. The Board met once in this capacity during
fiscal 1999. 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
conjunction with regularly scheduled Board meetings. The Board
met once in this capacity in fiscal 1999 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 1999.
4
<PAGE>
<PAGE>
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
The Company's Board of Directors meets once 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, 1999 were
$69,000.
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 1999, 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 $12,000.
________________________________________________________________
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, 1999.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------
OTHER ANNUAL ALL OTHER
NAME YEAR SALARY BONUS COMPENSATION (1) COMPENSATION
- ---- ---- ------ ----- ---------------- ------------
<S> <C> <C> <C> <C> <C>
G. Ronald Jobson 1999 $76,163 $ -- $11,400 $2,524 (2)
1998 67,200 6,000 11,400 3,345
1997 58,000 8,000 11,400 6,515
<FN>
___________
(1) Consists of director fees.
(2) Consists of country club fees.
</FN>
</TABLE>
5
<PAGE>
<PAGE>
EMPLOYMENT AGREEMENT. The Bank has entered into an
employment agreement with its President, G. Ronald Jobson. Mr.
Jobson's base salary under the employment agreement is
$78,500. The employment agreement will expire on February 28,
2001, at which time Mr. Jobson is expected to voluntarily
retire. 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 between the first and second
years of the agreement, 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 $156,215. 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 agreement, he shall continue to receive payment of
100% of the base salary and benefits through the date of
termination. Such payments 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, 1999, certain of the
Company's officers and directors had loans from the Bank
totaling approximately $241,000, or 3.41% 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 1999 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, 2000. 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
properly 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 2001 Annual Meeting of
Stockholders will be held in May 2001. 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 10, 2000. 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 12, 2000
________________________________________________________________
FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1999 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 10, 2000
________________________________________________________________
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 10, 2000 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).
G. Ronald Jobson
J. Thomas Hoffman
INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR A NOMINEE, INSERT HIS NAME ON THE
LINE PROVIDED BELOW.
____________________________
The Board of Directors recommends a vote "FOR" the above-
listed nominees.
________________________________________________________________
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. 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.
________________________________________________________________
<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 12, 2000 and an
Annual Report.
Dated: _______________, 2000
__________________________ _________________________
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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