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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
[ ] Definitive Proxy Statement of the Commission Only
[ ] Definitive Additional Materials (as permitted by Rule
[x] Soliciting Material under 14a-6(e)(2))
Rule 14a-12
NORTHFIELD BANCORP, INC.
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(Name of Registrant as Specified in its Charter)
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(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:
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2. Aggregate number of securities to which transaction
applies:
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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):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] 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:
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2. Form, Schedule or Registration Statement no.:
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3 Filing Party:
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4. Date Filed:
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PRESS RELEASE
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PATAPSCO BANCORP, INC.
For further information contact Joseph J. Bouffard, President
410-285-9327
NORTHFIELD BANCORP, INC.
For further information contact G. Ronald Jobson, President 410-
665-7900
PATAPSCO BANCORP, INC. TO ACQUIRE NORTHFIELD BANCORP, INC.
AND NORTHFIELD FEDERAL SAVINGS BANK
Baltimore, MD. May 16, 2000 - The Boards of Directors of
Patapsco Bancorp, Inc. (OTC Bulletin Board: PATD), the parent
company of The Patapsco Bank, and Northfield Bancorp, Inc. (OTC
Bulltein Board: NFSB), the parent company of Northfield Federal
Savings Bank, announced today that they have signed an agreement
whereby Patapsco Bancorp, Inc. will acquire Northfield Bancorp,
Inc. Each share of Northfield Bancorp, Inc. common stock issued
and outstanding at the effective 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, 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.
The Patapsco Bank serves Baltimore County and surrounding
communities from its office located at 1301 Merritt Boulevard,
Dundalk, Maryland. Northfield Federal Savings Bank serves
Baltimore County and also focuses its lending efforts on Harford
& Cecil Counties from its two offices which are located at 1844
E. Joppa Road, Baltimore, Maryland and 8705 Harford Road,
Baltimore, Maryland.
"Patapsco Bancorp, Inc. is very enthusiastic about its
agreement to purchase Northfield Bancorp, Inc.," stated Joseph
J. Bouffard, President of Patapsco Bancorp, Inc. "We are excited
about the growth potential these markets hold and the
opportunity to offer our existing products to new customers."
G. Ronald Jobson, President of Northfield Bancorp, Inc.,
said, "This transaction will enable us to enhance our product
offerings and enable us to better serve our communities.
Patapsco Bancorp, Inc. provides the same kind of personal
service that has been the foundation of our growth. We are
confident that our customers will benefit from this
affiliation."
The acquisition would result in consolidated assets of
approximately $154 million, consolidated loans of approximately
$135 million and consolidated deposits of approximately $113
million based on March 31, 2000 financial information. The
acquisition is expected to be completed in the third quarter or
fourth quarter of 2000 and is subject to various conditions,
including regulatory approval and the approval of the
stockholders of Northfield Bancorp, Inc.
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As of March 31, 2000, Patapsco Bancorp, Inc. reported
assets of $101 million and total stockholders' equity of $9.3
million and Northfield Bancorp, Inc. reported assets of $54.3
million and total stockholders' equity of 7.1 million.
This press release 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:
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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
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.
