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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Northfield Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
666-114-103
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(CUSIP Number)
January 7, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 1 of 7
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CUSIP No 666-114-103
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Spence Limited, L.P.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization
Tennessee
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Number of (5) Sole Voting Power 0
Shares ---------------------------------------
Beneficially (6) Shared Voting Power 36,272
Owned by ---------------------------------------
Each Reporting- (7) Sole Dispositive Power 0
Person ----------------------------------------
With (8) Shared Dispositive Power 36,272
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
36,272
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11) Percent of Class Represented by Amount in Row 9
7.6%
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12) Type of Reporting Person (See Instructions)
PN
Page 2 of 7
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CUSIP No 666-114-103
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
John W. Spence
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- -------------------------------------------------------
3) SEC Use Only
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4) Citizenship or Place of Organization
U.S.A.
- -------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares ---------------------------------------
Beneficially (6) Shared Voting Power 36,272
Owned by ---------------------------------------
Each Reporting- (7) Sole Dispositive Power 0
Person ----------------------------------------
With (8) Shared Dispositive Power 36,272
- -------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
36,272
- -------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
- -------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9
7.6%
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12) Type of Reporting Person (See Instructions)
IN
Page 3 of 7
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Item 1:
(a) Name of Issuer:
Northfield Bancorp, Inc.
(b) Address of Issuer's Principal Executive Offices:
8005 Harford Road
Baltimore, Maryland 21234
Item 2:
(a) Name of Person Filing:
This Schedule 13G is being jointly filed by each of the following
persons pursuant to Rule 13d-1(k)(1) promulgated by the
Securities and Exchange Commission pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Act"): Spence
Limited, L.P.(the "Limited Partnership"), and John W. Spence
(the "General Partner"),(who are collectively referred to
herein as the "Filing Persons"). The Limited Partnership
is a Tennessee limited partnership formed for the purpose of
investing in, among other things, the equity securities of
various financial services providers. John W. Spence is the
general partner of the Limited Partnership. The Filing Persons
have entered into a Joint Filing Agreement, dated January 14,
1999, a copy of which is filed with this Schedule 13G as Exhibit
A, pursuant to which the Filing Persons have agreed to file this
statement jointly in accordance with the provisions of Rule
13d-1(k)(1) under the Act. The Filing Persons expressly disclaim
that they have agreed to act as a group.
(b) Address of Principal Business Office or, if none, Residence:
4712 Clendenin Road
Nashville, TN 37220-1004
(c) Citizenship:
Tennessee for Spence Limited, L.P.
John W. Spence is a citizen of the U.S.A.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
666-114-103
Page 4 of 7
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Item 3: If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box [X].
Item 4: Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
36,272 shares may be deemed beneficially owned within the meaning of
Rule 13d-3 of the Act by each of Spence Limited, L.P. and John W.
Spence. John W. Spence expressly disclaims direct and
beneficial ownership of the shares reported as deemed to be
beneficially owned by him.
(b) Percent of class: 7.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 36,272
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 36,272
Item 5: Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Item 6: Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Page 5 of 7
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Item 7: Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8: Identification and Classification of Members of the Group.
Not applicable.
Item 9: Notice of Dissolution of Group.
Not applicable.
Item 10: Certifications.
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: January 14, 1999 SPENCE LIMITED, L.P.
By its General Partner
JOHN W. SPENCE
By: /s/ John W. Spence
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Dated: January 14, 1999
/s/ John W. Spence
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Name: John W. Spence
Page 6 of 7
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Exhibit A
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AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
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The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to
which this Exhibit is attached, and such Schedule 13G is filed on behalf of each
of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Dated: January 14, 1999 SPENCE LIMITED, L.P.
By its General Partner
JOHN W. SPENCE
By: /s/ John W. Spence
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/s/ John W. Spence
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Name: John W. Spence
Page 7 of 7
