SCHEDULE 14A
(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
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X ] Soliciting Material Under Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction 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:
____________________________________________
June, 2000
Dear Stockholder:
We are pleased to announce that on May 16, 2000, the Board
of Directors of Northfield Bancorp, Inc. signed a definitive
Merger Agreement to be acquired by Patapsco Bancorp, Inc., the
parent company of The Patapsco Bank. The Patapsco Bank has
approximately $100 million in assets and serves Baltimore County
and the surrounding communities from its office at 1301 Merritt
Boulevard, Dundalk, MD 21222-2194.
The purchase price will be a combination of cash and
preferred stock. Each share of Northfield Bancorp, Inc. common
stock outstanding at the 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 non-cumulative 7.5% dividend on its
liquidation value of $25.00.
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 or fourth
quarter of 2000, and is subject to regulatory approval and the
approval of the stockholders of Northfield Bancorp, Inc.
The Board of Directors of Northfield Bancorp, Inc., as
well as its officers and employees, are eager to finalize the
acquisition.
Very truly yours,
/s/ G. Ronald Jobson
G. Ronald Jobson
President and Chief Executive Officer
IMPORTANT ADDITIONAL INFORMATION
STOCKHOLDERS 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 STOCKHOLDERS 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:
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.
This letter 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 results 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.