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): May 16, 2000
Northfield Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 0-8032 52-2098394
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
8005 Harford Road, Baltimore, Maryland 21234
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410)665-7900
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
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On May 16, 2000, Northfield Bancorp, Inc. (the
"Registrant") entered into an Agreement of Merger (the "Merger
Agreement") with Patapsco Bancorp, Inc. ("Patapsco") pursuant to
which Northfield Bancorp, Inc. ("Northfield") will be acquired
by Patapsco Bancorp, Inc. In the transaction, each share of
Northfield common stock issued and outstanding at the effective
time of the merger will be converted into the right to receive
$12.50 in cash and 0.24 shares of a newly created class of
Patapsco's Preferred Stock. The Preferred Stock will be
convertible into Patapsco'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 acquisition is conditioned
upon, among other things, approval by the shareholders
of Northfield and the receipt of certain regulatory and
governmental approvals. For more information, reference is made
to the Merger Agreement attached as Exhibit 2.1 hereof and
incorporated herein by reference.
For more information, a copy of a Press Release, dated May
17, 2000, issued by Patapsco and Northfield relating to the
Merger is attached as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
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The following is a list of exhibits filed with this Current
Report on Form 8-K.
Exhibit No. Description
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2.1 Agreement of Merger dated as of May 16,
2000 by and among Patapsco Bancorp, Inc.,
The Patapsco Bank, PN Financial, Inc.,
Northfield Bancorp, Inc. and Northfield
Federal Savings Bank (The following
exhibits to the Agreement of Merger are
omitted. The Registrant agrees to
supplementally furnish a copy of any
omitted exhibits to the Commission upon
request.)
Schedule I
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2.1 Subsidiaries and Jurisdiction
2.4 Material Liabilities
2.5 Changes
2.7 Broker's and Finder's Fees
2.8 Litigation and Other Proceedings
2.11 Authority
2.12 Labor Relations and Employment Arrangements
2.13 Employee Benefits
2.15 Property and Assets and Leases
2.16 Agreements and Instruments
2.21 Real Estate Loans and Investments
(Omitted schedules for Exhibit 2.1 to the Form 8-K
continued)
2.22 Derivatives Contracts
2.23 Insurance Policies
4.2(c) Conduct of Business of the Company and the
Company Subsidiaries
4.13 Contributions to Employee Plans and Benefit
Arrangements Following Closing through the
Effective Date
Schedule II
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3.12 Tax Matters
Exhibit A Articles Supplementary
Exhibit B Voting Agreement between the Patapsco and
the directors and executive officers of
the Registrant
99.1 Press Release Dated May 16, 2000
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 hereto duly authorized.
NORTHFIELD BANCORP, INC.
Date: May 19, 2000 By: /s/ G. Ronald Jobson
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G. Ronald Jobson
President