NORTHFIELD BANCORP, INC.
PROPOSED HOLDING COMPANY FOR
NORTHFIELD FEDERAL SAVINGS
BALTIMORE, MARYLAND
PROPOSED MARKETING MATERIALS
3-19-98
Marketing Materials
Northfield Bancorp, Inc.
Baltimore, Maryland
Table of Contents
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I. Press Releases
A. Explanation
B. Schedule
C. Distribution List
D. Press Release Examples
II. Advertisements
A. Explanation
B. Schedule
C. Advertisement Examples
III. Question and Answer Brochure
IV. Individual Letters and Community Meeting Invitations
V. IRA Mailing
A. Explanation
B. Quantity
C. IRA Mailing Example
VI. Counter Cards and Lobby Posters
A. Explanation
B. Quantity
VII. Proxy Reminder
A. Explanation
B. Example
I. Press Releases
A. Explanation
In an effort to assure that all customers receive prompt accurate
information in a simultaneous manner, Trident advises the Savings Bank to
forward press releases to area newspapers, radio stations, etc. at various
points during the conversion process.
Only press releases approved by Conversion Counsel and the OTS will be
forwarded for publication in any manner.
B. Schedule
1. OTS Approval of Conversion
2. Close of Stock Offering
C. Distribution List
National Distribution List
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National Thrift News Wall Street Journal
- -------------------- -------------------
212 West 35th Street World Financial Center
13th Floor 200 Liberty
New York, New York 10001 New York, NY 10004
Richard Chang
American Banker SNL Securities
- --------------- --------------
One State Street Plaza Post Office Box 2124
New York, New York 10004 Charlottesville, Virginia 22902
Michael Weinstein
Barrons Investors Business Daily
- ------- ------------------------
Dow Jones & Savings Bank 12655 Beatrice Street
Barrons Statistical Information Post Office Box 661750
200 Burnett Road Los Angeles, California 90066
Chicopee, Massachusetts 01020
New York Times
- --------------
229 West 43rd Street
New York, NY 10036
Local Media List
----------------
(To be provided)
Newspaper
- ---------
Radio
- -----
D. Press Release Examples
PRESS RELEASE FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
G. Ronald Jobson,
President and CEO
(410) 665-7900
NORTHFIELD FEDERAL SAVINGS
--------------------------
CONVERSION TO STOCK FORM APPROVED
---------------------------------
Baltimore, Maryland (February 20, 1998) - G. Ronald Jobson, President and
CEO of Northfield Federal Savings ("Northfield Federal"), Baltimore, Maryland,
announced that Northfield Federal has received approval from the Office of
Thrift Supervision to convert from a federally-chartered mutual savings bank to
a federally-chartered stock savings bank. In connection with the Conversion,
Northfield Federal has formed a holding company, Northfield Bancorp, Inc., to
hold all of the outstanding capital stock of Northfield Federal Savings.
Northfield Bancorp, Inc. is offering up to 595,125 shares of its common
stock, subject to adjustment, at a price of $10.00 per share. Certain account
holders and borrowers of Northfield Federal will have an opportunity to
subscribe for stock through a Subscription Offering that closes on May __, 1998.
Shares that are not subscribed for during the Subscription Offering may be
offered subsequently to the general public in a Direct Community Offering, with
first preference given to natural persons and trusts of natural persons residing
in Baltimore, Harford and Cecil Counties, Maryland. The Subscription Offering
and Community Offering, if conducted, will be managed by Trident Securities,
Inc. of Raleigh, North Carolina. Copies of the Prospectus relating to the
offerings and describing the Plan of Conversion will be mailed to customers on
April __, 1998.
As a result of the Conversion, Northfield Federal Savings will be
structured in the stock form as are all commercial banks and an increasing
number of savings institutions and will be a
wholly-owned subsidiary of Northfield Bancorp, Inc. According to Mr. Jobson,
"Our day to day operations will not change as a result of the Conversion and
deposits will continue to be insured by the FDIC up to the applicable legal
limits."
Customers with questions concerning the stock offering should call
Northfield Federal's Stock Information Center at (410) 668-2160, or visit
Northfield Federal's office.
PRESS RELEASE FOR IMMEDIATE RELEASE
---------------------
For More Information Contact:
G. Ronald Jobson
(410) 665-7900
NORTHFIELD BANCORP, INC. COMPLETES INITIAL STOCK OFFERING
---------------------------------------------------------
Baltimore, Maryland - (__________, 1998) G. Ronald Jobson, President of
Northfield Federal Savings ("Northfield Federal" or the "Savings Bank"),
announced today that Northfield Bancorp, Inc., the proposed holding company for
Northfield Federal, has completed its initial stock offering in connection with
the Savings Bank's conversion from mutual to stock form. A total of __________
shares were sold at the price of $10.00 per share.
On __________, 1998, Northfield Federal's Plan of Conversion was approved
by the Savings Bank's voting members at a special meeting of members.
Mr. Jobson said that the officers and boards of directors of Northfield
Bancorp, Inc. and the Savings Bank wished to express their thanks for the
response to the stock offering and that Northfield Federal looks forward to
serving the needs of its customers and new stockholders as a community-based
stock institution. The stock is anticipated to commence trading on __________,
1998 on the OTC Electronic Bulletin Board under the symbol "____". Trident
Securities, Inc. of Raleigh, North Carolina managed the stock offering.
II. Advertisements
A. Explanation
The intended use of the attached advertisement "A" is to notify Northfield
Federal's customers and members of the local community that the conversion
offering is underway.
The intended use of advertisement "B" is to remind Northfield Federal's
customers of the closing date of the Subscription Offering.
B. Media Schedule
1. Advertisement A - To be run immediately following OTS approval and
possibly run weekly for the first three weeks.
2. Advertisement B - To be run during the last week of the subscription
offering.
Trident may feel it is necessary to run more ads in order to remind
customers of the close of the Subscription Offering and the Community
Offering, if conducted.
Alternatively, Trident may, depending upon the response from the customer
base, choose to run fewer ads or no ads at all.
These ads will run in the local newspapers.
The ad size will be as shown or smaller.
________________________________________________________________________________
This announcement is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the prospectus. These shares
have not been approved or disapproved by the Securities and Exchange
Commission, the Office of Thrift Supervision or the Federal Deposit Insurance
Corporation, nor has such commission, office or corporation passed upon the
accuracy or adequacy of the prospectus. Any representation to the contrary is
unlawful.
NEW ISSUE ____________, 1998
595,125 SHARES
These shares are being offered pursuant
to a Plan of Conversion whereby
NORTHFIELD FEDERAL SAVINGS
Baltimore, Maryland, will
convert from a federal mutual savings bank
to a federal capital stock savings bank
and become a wholly owned subsidiary of
NORTHFIELD BANCORP, INC.
COMMON STOCK
_______________
PRICE $10.00 PER SHARE
_______________
TRIDENT SECURITIES, INC.
For a copy of the prospectus call (410) ________.
Copies of the prospectus may be obtained in any State in which this announcement
is circulated from Trident Securities, Inc. or such other brokers and dealers
as may legally offer these securities in such state.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
________________________________________________________________________________
Advertisement (B)
_______________________________________________________________________
NORTHFIELD FEDERAL
__________, 1998 IS THE DEADLINE TO
ORDER STOCK OF NORTHFIELD BANCORP, INC.
Customers of Northfield Federal Savings
have the opportunity
to invest in Northfield Federal Savings
by subscribing
for common stock in its proposed holding company
NORTHFIELD BANCORP, INC.
A Prospectus relating to these securities is
available at our office or by calling our
Stock Information Center at (410) ________.
This announcement is neither an offer to sell nor a
solicitation of an offer to buy the stock of
Northfield Bancorp, Inc. The offer is made only by the
Prospectus. The shares of common stock are not
deposits or savings accounts and will not be insured
by the Federal Deposit Insurance Corporation
or any other government agency.
Copies of the Prospectus may be obtained in any
State in which this announcement
is circulated from Trident Securities, Inc. or
such other brokers and dealers
as may legally offer these securities in such state.
_______________________________________________________________________
III. Question and Answer Brochure
A. Explanation
The Question and Answer brochure is an essential marketing piece in any
conversion. It serves two purposes: a) to answer some of the most commonly
asked questions in "plain, everyday language"; and b) to highlight in
brochure form the purchase commitments of the Savings Bank's officers and
directors shown in the Prospectus. Although most of the answers are taken
verbatim from the Prospectus, it saves the individual from searching for
the answer to a simple question.
B. Method of Distribution
There are four primary methods of distribution of the Question and Answer
brochure. However, regardless of the method the brochures are always
accompanied by a Prospectus.
1. A Question and Answer brochure is sent out in the initial mailing to
all members of the Savings Bank.
2. Question and Answer brochures are available in Northfield Federal's
office.
3. Question and Answer brochures are sent out in a standard information
packet to all interested investors who phone the Stock Information
Center requesting information.
PROPOSED OFFICER AND DIRECTOR PURCHASES
Total Shares Aggregate Price of Percent of Shares
Name and Position Purchased Shares Purchased Purchased
- ----------------- ------------ ----------------- -----------------
INFORMATION TO BE PROVIDED
QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION
On ________, 1997, the Board of Directors of Northfield Federal Savings
("Northfield Federal" or the "Savings Bank") unanimously adopted the Plan of
Conversion, pursuant to which Northfield Federal will convert from a federally-
chartered mutual savings bank to a federally-chartered stock savings bank. In
addition, all of Northfield Federal's outstanding capital stock will be issued
to Northfield Bancorp, Inc. (the "Holding Company"), which was organized by
Northfield Federal Savings to own Northfield Federal Savings as a subsidiary.
This brochure is provided to answer general questions you might have about the
Conversion. Following the Conversion, Northfield Federal Savings will continue
to provide financial services to its depositors, borrowers and other customers
as it has in the past and will operate with its existing management and
employees. The Conversion will not affect the terms, balances, interest rates
or existing federal insurance coverage on Northfield Federal's deposits or the
terms or conditions of any loans to existing borrowers under their individual
contract arrangements with Northfield Federal Savings.
For complete information regarding the Conversion, see the Prospectus and the
Proxy Statement dated __________ __, 1998. Copies of each of the Prospectus and
the Proxy Statement may be obtained by calling the Stock Information Center at
(410) ________.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY NORTHFIELD BANCORP, INC. COMMON STOCK. OFFERS TO BUY OR TO SELL MAY
BE MADE ONLY BY THE PROSPECTUS. PLEASE READ THE PROSPECTUS PRIOR TO MAKING AN
INVESTMENT DECISION. THE SHARES OF NORTHFIELD BANCORP, INC. COMMON STOCK BEING
OFFERED IN THE SUBSCRIPTION AND COMMUNITY OFFERINGS ARE NOT SAVINGS OR DEPOSIT
ACCOUNTS AND ARE NOT INSURED BY THE SAVINGS BANK INSURANCE FUND OF THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
QUESTIONS AND ANSWERS
NORTHFIELD BANCORP, INC.
(THE PROPOSED HOLDING COMPANY FOR
NORTHFIELD FEDERAL SAVINGS)
Questions and Answers Regarding the Subscription and Community Offerings
MUTUAL TO STOCK CONVERSION
--------------------------
1. Q. WHAT IS A "CONVERSION"?
A. Conversion is a change in the legal form of organization. Northfield
Federal Savings currently operates as a federally-chartered mutual
savings bank with no stockholders. Through the Conversion, Northfield
Federal will become a federally-chartered stock savings bank, and the
stock of its holding company, Northfield Bancorp, Inc. will be held by
stockholders who purchase stock in the Subscription and Community
Offerings or in the open market following the Offerings.
2. Q. WHY IS NORTHFIELD FEDERAL SAVINGS CONVERTING?
A. Northfield Federal, as a mutual savings bank, does not have
stockholders and has no authority to issue capital stock. By
converting to the stock form of organization, the Savings Bank will be
structured in the form used by commercial banks, most business
entities and a growing number of savings institutions. The Conversion
will be important to the future growth and performance of Northfield
Federal by providing a larger capital base from which the Savings Bank
may operate, the ability to attract and retain qualified management
through stock-based employee benefit plans, enhanced ability to
diversify into other financial services related activities and
expanded ability to render services to the public.
The Board of Directors and management of Northfield Federal believe
that the stock form of organization is preferable to the mutual form
of organization for a financial institution. The Board and management
recognize the decline in the number of mutual thrifts from over 12,500
mutual institutions in 1929 to under 800 mutual thrifts today.
Northfield Federal believes that converting to the stock form of
organization will allow Northfield Federal to more effectively compete
with local community banks,
thrifts, and with statewide and regional banks, which are in stock
form. Northfield Federal believes that by combining its existing
quality service and products with a local ownership base, the Savings
Bank's customers and community members who become stockholders will be
inclined to do more business with Northfield Federal.
Furthermore, because Northfield Federal competes with local and
regional banks not only for customers, but also for employees,
Northfield Federal Savings believes that the stock form of
organization will better afford Northfield Federal the opportunity to
attract and retain employees, management and directors through various
stock benefit plans which are not available to mutual savings
institutions.
3. Q. IS NORTHFIELD FEDERAL'S MUTUAL TO STOCK CONVERSION BENEFICIAL TO
THE COMMUNITIES THAT THE SAVINGS BANK SERVES?
A. Management believes that the structure of the Subscription and
Community Offerings is in the best interest of the communities that
Northfield Federal serves because following the Conversion it is
anticipated that a significant portion of the Common Stock will be
owned by local residents desiring to share in the ownership of a local
community financial institution. Management desires that a significant
portion of the shares of common stock sold in the Offerings will be
sold to residents of the Savings Bank's Local Community (Baltimore
County, Maryland).
4. Q. WHAT EFFECT WILL THE CONVERSION HAVE ON DEPOSIT ACCOUNTS AND LOANS?
A. Terms and balances of accounts in Northfield Federal and interest
rates paid on such accounts will not be affected by the Conversion.
Insurable accounts will continue to be insured by the Federal Deposit
Insurance Corporation ("FDIC") up to the maximum amount permitted by
law. The Conversion also will not affect the terms or conditions of
any loans to existing borrowers or the rights and obligations of these
borrowers under their individual contractual arrangements with
Northfield Federal.
5. Q. WILL THE CONVERSION CAUSE ANY CHANGES IN NORTHFIELD FEDERAL'S
PERSONNEL?
A. No. Both before and after the Conversion, Northfield Federal's
business of accepting deposits, making loans and providing financial
services will continue without interruption with the same board of
directors, management and staff.
6. Q. WHAT APPROVALS MUST BE RECEIVED BEFORE THE CONVERSION BECOMES
EFFECTIVE?
A. First, the Board of Directors of Northfield Federal must adopt the
Plan of Conversion, which occurred on _______, 1997. The Plan of
Conversion was then amended on _______________. Second, the Office of
Thrift Supervision must approve the applications required to effect
the Conversion. These approvals have been obtained. Third, the Plan of
Conversion must be approved by a majority of all votes eligible to be
cast by Northfield Federal's voting members. A Special Meeting of
voting members will be held on __________ __, 1998, to consider and
vote upon the Plan of Conversion.
THE HOLDING COMPANY
-------------------
7. Q. WHAT IS A HOLDING COMPANY?
A. A holding company is a Savings Bank that owns another entity.
Concurrent with the Conversion, Northfield Federal Savings will become
a subsidiary of Northfield Bancorp, Inc., a holding company organized
by Northfield Federal to acquire all of the capital stock of
Northfield Federal Savings to be outstanding after the Conversion.
8. Q. IF I DECIDE TO BUY STOCK IN THIS OFFERING, WILL I OWN STOCK IN THE
HOLDING COMPANY OR NORTHFIELD FEDERAL SAVINGS?
A. You will own stock in Northfield Bancorp, Inc. However, Northfield
Bancorp, Inc., as a holding company, will own all of the outstanding
capital stock of Northfield Federal Savings.
9. Q. WHY DID THE BOARD OF DIRECTORS FORM THE HOLDING COMPANY?
A. The Board of Directors believes that the Conversion of Northfield
Federal Savings and the formation of the Holding Company will result
in a stronger financial institution with the ability to provide
additional flexibility to diversify the Savings Bank's business
activities. The Holding Company will also be able to use stock-based
incentive programs to attract and retain executive and other
personnel.
ABOUT BECOMING A STOCKHOLDER
----------------------------
10. Q. WHAT ARE THE SUBSCRIPTION AND COMMUNITY OFFERINGS?
A. Under the Plan of Conversion adopted by Northfield Federal Savings,
the Holding Company is offering shares of stock in the Subscription
Offering, to certain current and former customers of the Savings Bank
and to the Savings Bank's Employee Stock Ownership Plan ("ESOP").
Shares which are not subscribed for in the Subscription Offering, if
any, may be offered to the general public in a Community Offering with
preference given to natural persons who are permanent residents of the
Savings Bank's Local Community (Baltimore County). These Offerings are
consistent with the board's objective of Northfield Bancorp, Inc.
being a locally owned financial institution. The Subscription Offering
and Community Offering, if conducted, are being managed by Trident
Securities, Inc. It is anticipated that any shares not subscribed for
in either the Subscription or Community Offerings may be offered for
sale in a Syndicated Community Offering, which is an offering on a
best efforts basis by a selling group of broker-dealers.
11. Q. MUST I PAY A COMMISSION TO BUY STOCK IN CONJUNCTION WITH THE
SUBSCRIPTION, COMMUNITY OR SYNDICATED COMMUNITY OFFERINGS?
A. No. You will not pay a commission to buy the stock if the stock is
purchased in the Subscription Offering or Community Offering, if
conducted.
12. Q. HOW MANY SHARES OF NORTHFIELD BANCORP, INC. STOCK WILL BE ISSUED IN
THE CONVERSION?
A. It is currently expected that between 382,500 shares and 517,500
shares of common stock will be sold at a price of $10.00 per share.
Under certain circumstances the number of shares may be increased to
661,250.
13. Q. HOW WAS THE PRICE DETERMINED?
A. The aggregate price of the common stock was determined by FinPro,
Inc., an independent appraisal firm specializing in the thrift
industry, and was approved by the Office of Thrift Supervision. The
price is based on the pro forma market value of Northfield Federal
Savings and the Holding Company as determined by the independent
evaluation.
14. Q. WHO IS ENTITLED TO BUY STOCK IN THE CONVERSION?
A. The shares of Northfield Bancorp, Inc. to be issued in the Conversion
are being offered in the Subscription Offering in the following order
of priority to: (i) The term "Eligible Account Holders" shall
hereinafter mean depositors whose accounts in the Savings Bank total
$50.00 or more as of December 31, 1995, (ii) the Savings Bank's ESOP,
(iii) depositors with $50.00 or more on deposit at the Savings Bank as
of March 31, 1998, other than Eligible Account Holders, ("Supplemental
Eligible Account Holders"), (iv) depositors and borrowers of the
Savings Bank as of _____________, 1998, other than Eligible Account
Holders and Supplemental Eligible Account Holders ("Other Members"),
subject to the priorities and purchase limitations set forth in the
Plan of Conversion. Subject to the prior rights of holders of
subscription rights, Common Stock not subscribed for in the
Subscription Offering may be offered in the Community Offering to
certain members of the general public, with preference given to
natural persons and trusts of natural persons residing in the Savings
Bank's Local Community (Baltimore County). Shares, if any, not
subscribed for in the Subscription or Community Offerings may be
offered to the general public in a Syndicated Community Offering.
15. Q. ARE THE SUBSCRIPTION RIGHTS TRANSFERABLE?
A. NO. SUBSCRIPTION RIGHTS GRANTED TO NORTHFIELD FEDERAL'S ELIGIBLE
ACCOUNT HOLDERS, SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS AND OTHER
MEMBERS IN THE CONVERSION ARE NOT TRANSFERABLE. PERSONS VIOLATING SUCH
PROHIBITION, DIRECTLY OR INDIRECTLY, MAY LOSE THEIR RIGHT TO PURCHASE
STOCK IN THE CONVERSION AND BE SUBJECT TO OTHER POSSIBLE SANCTIONS. IT
IS THE RESPONSIBILITY OF EACH SUBSCRIBER QUALIFYING AS AN ELIGIBLE
ACCOUNT HOLDER, SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER OR OTHER MEMBER
TO LIST COMPLETELY ALL ACCOUNT NUMBERS FOR QUALIFYING
SAVINGS ACCOUNTS OR LOANS AS OF THE QUALIFYING DATE ON THE STOCK ORDER
FORM.
16. Q. WHAT ARE THE MINIMUM AND MAXIMUM NUMBERS OF SHARES THAT I CAN PURCHASE
IN THE CONVERSION?
A. The minimum number of shares is 25. The maximum number of shares that
may be purchased in aggregate in the Conversion by any person or
person exercising rights through one account other than the ESOP, is
______ shares. The maximum purchase for any person or entity, together
with associates and those acting in concert is _____ shares.
17. Q. ARE THE BOARD OF DIRECTORS AND MANAGEMENT OF NORTHFIELD FEDERAL
SAVINGS BUYING A SIGNIFICANT AMOUNT OF THE STOCK OF THE HOLDING
COMPANY?
A. Directors and executive officers of the Savings Bank are expected to
subscribe for _____ shares. The purchase price paid by directors and
executive officers will be the same $10.00 per share price as that
paid by all other persons who order stock in the Subscription or
Community Offerings.
18. Q. HOW DO I SUBSCRIBE FOR SHARES OF STOCK?
A. To subscribe for shares of stock in the Subscription Offering, you should
send or deliver an original stock order form together with full
payment (or appropriate instructions for withdrawal from permitted
deposit accounts as described below) to Northfield Federal Savings in
the postage-paid envelope provided. The stock order form and payment
or withdrawal authorization instructions must be received prior to the
close of the Subscription Offering, which will terminate at 12:00
p.m., Local Time, on __________ __, 1998, unless extended. Payment for
shares may be made in cash (if made in person) or by check or money
order. Subscribers who have deposit accounts with Northfield Federal
may include instructions on the stock order form requesting withdrawal
from such deposit account(s) to purchase shares of Northfield Bancorp,
Inc. Withdrawals from certificates of deposit may be made without
incurring an early withdrawal penalty.
If shares remain available for sale after the expiration of the
Subscription Offering, they may be offered in the Community Offering,
which may commence at any time after the commencement of the
Subscription Offering and may terminate at any time without notice,
but may not terminate later than ______________, 1998. Persons who
wish to order stock in the Community Offering should return their
stock order form as soon as possible after the Community Offering
begins. Members of the general public should contact the Stock
Information Center at (410)668-2160 for additional information.
19. Q. MAY I USE FUNDS IN A RETIREMENT ACCOUNT TO PURCHASE STOCK?
A. Yes. If you are interested in using funds held in your retirement
account at Northfield Federal Savings, the Stock Information Center
can assist you in transferring those funds to a self-directed IRA, if
necessary, and directing the
trustee to purchase the stock. This process may be done without an
early withdrawal penalty and generally without a negative tax
consequence to your retirement account. Due to the additional
paperwork involved, IRA transfers must be completed by _________. For
additional information, call the Stock Information Center at (410)
________.
20. Q. WILL I RECEIVE INTEREST ON FUNDS I SUBMIT FOR A STOCK PURCHASE?
A. Yes. Northfield Federal will pay interest at its passbook savings
account rate from the date the funds are received until completion of
the stock offering or termination of the Conversion. All funds
authorized for withdrawal from deposit accounts with Northfield
Federal will continue to earn interest at the contractual rate until
the date of the completion of the Conversion.
21. Q. MAY I OBTAIN A LOAN FROM NORTHFIELD FEDERAL SAVINGS TO PAY FOR SHARES
PURCHASED IN THE CONVERSION?
A. No. Federal regulations prohibit Northfield Federal Savings from
making loans for this purpose. However, federal regulations do not
prohibit you from obtaining a loan from another source for the purpose
of purchasing stock in the Conversion.
22. Q. IF I BUY STOCK IN THE CONVERSION, HOW WOULD I GO ABOUT BUYING
ADDITIONAL SHARES OR SELLING SHARES IN THE AFTERMARKET?
A. Northfield Bancorp, Inc., as a newly organized Savings Bank, has never
issued capital stock, and consequently there is no established market
for its Common Stock at this time. Northfield Bancorp, Inc. has
requested that Trident Securities, Inc. make a market for the Common
Stock through the OTC Bulletin Board. However, it is unlikely that an
active trading market for the Common Stock will develop, and there can
be no assurance that the shares of Common Stock being offered in the
Conversion can be resold at or above the $10.00 purchase price.
23. Q. WHAT IS THE HOLDING COMPANY'S DIVIDEND POLICY?
A. The Board of Directors of the Holding company does not initially
intend to pay regular cash dividends. However, declarations of
dividends by the board of directors will depend upon a number of
factors, including: (i) the amount of the net proceeds retained by
Bancorp in the Conversion, (ii) investment opportunities available,
(iii) capital requirements, (iv) regulatory limitations, (v) results
of operations and financial condition, (vi) tax considerations, and
(vii) general economic conditions. Upon review of such considerations,
the board may authorize future dividends if it deems such payment
appropriate and in compliance with applicable law and regulation. No
assurance can be given, however, that the payment of dividends, once
commenced, will continue. In addition, from time to time in an effort
to manage capital at a reasonable level, the board may determine that
it is prudent to pay special cash dividends. Special cash dividends
may be paid in addition to, or in lieu of, regular cash dividends.
There can be no assurance that special dividends will be paid, or, if
paid, will continue
to be paid. See "Historical and Pro Forma Capital Compliance," "The
Conversion--Effects of Conversion to Stock Form on Savers and
Borrowers of Northfield Federal--Liquidation Account" and
"Regulation--Dividend and Other Capital Distribution Limitations."
24. Q. WILL THE FDIC INSURE THE SHARES OF THE HOLDING COMPANY?
A. No. The shares of Northfield Bancorp, Inc. are not savings deposits
or savings accounts and are not insured by the FDIC or any other
government agency.
25. Q. IF I SUBSCRIBE FOR SHARES AND LATER CHANGE MY MIND, WILL I BE ABLE TO
GET A REFUND OR MODIFY MY ORDER?
A. No. Your order cannot be canceled, withdrawn or modified once it has
been received by Northfield Federal without the consent of Northfield
Federal.
ABOUT VOTING "FOR" THE PLAN OF CONVERSION
-----------------------------------------
26. Q. AM I ELIGIBLE TO VOTE AT THE SPECIAL MEETING OF MEMBERS TO BE HELD TO
CONSIDER THE PLAN OF CONVERSION?
A. You are eligible to vote at the Special Meeting of Members to be held
on __________ __, 1998 if you were a depositor or borrower of
Northfield Federal Savings at the close of business on the Voting
Record Date (_______, 1998) and continue as such until the Special
Meeting. If you were a member on the Voting Record Date, you should
have received a proxy statement and a proxy card with which to vote.
27. Q. HOW MANY VOTES DO I HAVE?
A. Each account holder is entitled to one vote for each $100, or fraction
thereof, on deposit in such account(s). Each borrower member is
entitled to cast one vote in addition to the number of votes, if any,
he or she is entitled to cast as an account holder. No member may
cast more than 1,000 votes.
28. Q. IF I VOTE "AGAINST" THE PLAN OF CONVERSION AND IT IS APPROVED, WILL I
BE PROHIBITED FROM BUYING STOCK DURING THE SUBSCRIPTION OFFERING?
A. No. Voting against the Plan of Conversion in no way restricts you
from purchasing Northfield Bancorp, Inc. stock in the Subscription
Offering.
29. Q. DID THE BOARD OF DIRECTORS OF NORTHFIELD FEDERAL SAVINGS UNANIMOUSLY
ADOPT THE PLAN OF CONVERSION?
A. Yes. Northfield Federal's Board of Directors unanimously adopted the
Plan of Conversion and urges that all members vote "FOR" approval of
such Plan.
30. Q. WHAT HAPPENS IF NORTHFIELD FEDERAL SAVINGS DOES NOT GET ENOUGH VOTES
TO APPROVE THE PLAN OF CONVERSION?
A. The Conversion would not take place, and Northfield Federal would
remain a mutual savings institution.
31. Q. AS A QUALIFYING DEPOSITOR OR BORROWER OF NORTHFIELD FEDERAL SAVINGS,
AM I REQUIRED TO VOTE?
A. No. However, failure to return your proxy card or otherwise vote will
have the same effect as a vote AGAINST the Plan of Conversion.
32. Q. WHAT IS A PROXY CARD?
A. A proxy card gives you the ability to vote without attending the
Special Meeting in person. If you received more than one
informational packet, then you should vote the proxy cards in all
packets. Your proxy card(s) is (are) located in the window sleeve of
your informational packet(s).
You may attend the meeting and vote, even if you have returned your
proxy card, if you choose to do so. However, if you are unable to
attend, you still are represented by proxy. Previously executed
proxies, other than those proxies sent pursuant to the Conversion,
will not be used to vote for approval of the Plan of Conversion, even
if the respective members do not execute another proxy or attend the
Special Meeting and vote in person.
33. Q. HOW CAN I GET FURTHER INFORMATION CONCERNING THE STOCK OFFERING?
A. You may call the Stock Information Center at (410) ________ for
further information or to request a copy of the Prospectus, a stock
order form, a proxy statement or a proxy card.
THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY NORTHFIELD BANCORP, INC. COMMON STOCK. SUCH OFFERS AND
SOLICITATIONS MAY BE MADE ONLY BY MEANS OF THE PROSPECTUS. COPIES OF THE
PROSPECTUS MAY BE OBTAINED BY CALLING THE STOCK INFORMATION CENTER AT (410)____
_____.
THE SHARES OF NORTHFIELD BANCORP, INC. COMMON STOCK BEING OFFERED ARE NOT
SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE SAVINGS BANK INSURANCE
FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
IV. Individual Letters and Community Meeting Invitations
A. Explanation
In order to educate the public about the stock offering, Trident suggests
holding community meetings in various locations. In an effort to target a
group of interested investors, Trident requests that each Director of the
Savings Bank submit a list of acquaintances that he or she would like to invite
to a community meeting.
B. Method of Distribution of Invitations and Prospect Letters
Each Director submits his list of prospects. Invitations are sent to each
Director's prospects through the mail. All invitations are preceded by a
Prospectus and all attendees are given a Prospectus at the meeting. Letters
will be sent to prospects to thank them for their attendance and to remind them
of closing dates.
C. Examples enclosed.
(Northfield Federal Savings Letterhead)
____________, 1998
Dear Valued Customer:
Northfield Federal Savings ("Northfield Federal" or the "Savings Bank") is
pleased to announce that it has received regulatory approval to proceed with its
plan to convert to a federally-chartered stock savings bank. This stock
conversion is the most significant event in the history of Northfield Federal in
that it allows customers, community members, directors and employees an
opportunity to own stock in Northfield Bancorp, Inc., the proposed holding
company for the Savings Bank.
For over 61 years, Northfield Federal has successfully operated as a mutual
savings bank. We want to assure you that the Conversion will not affect the
terms, balances, interest rates or existing FDIC insurance coverage deposits at
the Savings Bank, or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with the Savings Bank. Let us also
assure you that the Conversion will not result in any changes in the management,
personnel or the Board of Directors of the Savings Bank.
As one of our valued members, you have the opportunity to invest in the
Savings Bank's future by purchasing stock in Northfield Bancorp, Inc. during the
Subscription Offering, without paying a sales commission.
If you decide to exercise your subscription rights to purchase shares, you
must return the properly completed stock order form together with full payment
for the subscribed shares so that it is received by the Savings Bank not later
than 12:00 p.m. Local Time on __________, 1998.
Enclosed is a proxy card. Your Board of Directors solicits your vote "FOR"
the Savings Bank's Plan of Conversion. A vote in favor of the Plan does not
obligate you to purchase stock. Please sign and return your proxy card
promptly; your vote is important to us.
We have also enclosed a Prospectus and Proxy Statement which fully describes
Northfield Federal, its management, board and financial strength and the Plan of
Conversion. Please review it carefully before you vote or invest. For your
convenience we have established a Stock Information Center. If you have any
questions, please call the Stock Information Center collect at (410)263-4243.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
G. Ronald Jobson
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and Proxy Statement. There shall be no sale of stock in any
state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
(Northfield Federal Savings Letterhead)
____________, 1998
Dear Interested Investor:
Northfield Federal Savings ("Northfield Federal" or the "Savings Bank") is
pleased to announce that it has received regulatory approval to proceed with its
plan to convert to a federally-chartered stock savings bank. This stock
conversion is the most significant event in the history of the Savings Bank in
that it allows customers, community members, directors and employees an
opportunity to own stock in Northfield Bancorp, Inc., the proposed holding
company for the Savings Bank.
For over 61 years, Northfield Federal has successfully operated as a mutual
savings bank. We want to assure you that the Conversion will not affect the
terms, balances, interest rates or existing FDIC insurance coverage on the
Savings Bank deposits, or the terms or conditions of any loans to existing
borrowers under their individual contract arrangements with the Savings Bank.
Let us also assure you that the Conversion will not result in any changes in
the management, personnel or the Board of Directors of the Savings Bank.
Enclosed is a Prospectus which fully describes Northfield Federal, its
management, board and financial strength. Please review it carefully before you
make an investment decision. If you decide to invest, please return to
Northfield Federal a properly completed stock order form together with full
payment for shares at your earliest convenience but not later than 12:00 p.m.
Local Time on _________, 1998. For your convenience we have established a Stock
Information Center. If you have any questions, please call the Stock
Information Center collect at (410) ________.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
G. Ronald Jobson
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and Proxy Statement. There shall be no sale of stock in any
state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
(Northfield Federal Savings Letterhead)
____________, 1998
Dear Friend:
Northfield Federal Savings ("Northfield Federal" or the "Savings Bank") is
pleased to announce that it has received regulatory approval to proceed with its
plan to convert to a federally-chartered stock savings bank. This stock
conversion is the most significant event in the history of Northfield Federal in
that it allows customers, community members, directors and employees an
opportunity to own stock in Northfield Bancorp, Inc., the proposed holding
company for the Savings Bank.
For over 61 years, Northfield Federal has successfully operated as a mutual
savings bank. We want to assure you that the Conversion will not affect the
terms, balances, interest rates or existing FDIC insurance coverage on the
Savings Bank deposits, or the terms or conditions of any loans to existing
borrowers under their individual contract arrangements with Northfield Federal.
Let us also assure you that the Conversion will not result in any changes in
the management, personnel or the Board of Directors of Northfield Federal.
Our records indicate that you were a depositor of Northfield Federal on
December 31, 1995 but that you were not a member on _____________, 1998.
Therefore, under applicable law, you are entitled to subscribe for Common Stock
in Northfield Bancorp, Inc.'s Subscription Offering. Orders submitted by you
and others in the Subscription Offering are contingent upon the current members'
approval of the Plan of Conversion at a special meeting of members to be held on
_________, 1998 and upon receipt of all required regulatory approvals.
If you decide to exercise your subscription rights to purchase shares, you
must return the properly completed stock order form together with full payment
for the subscribed shares so that it is received by Northfield Federal not later
than 12:00 p.m. Local Time on _________, 1998.
Enclosed is a Prospectus which fully describes the Savings Bank, its
management, board and financial strength. Please review it carefully before you
invest. For your convenience we have established a Stock Information Center. If
you have any questions, please call the Stock Information Center collect at
(410)263-4243.
We look forward to continuing to provide quality financial services to you
in the future.
Sincerely,
G. Ronald Jobson
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and Proxy Statement. There shall be no sale of stock in any
state in which any offer, solicitation of an offer or sale of stock would be
unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
(Northfield Federal Savings Letterhead)
___________, 1998
Dear Member:
As a qualified member of Northfield Federal Savings ("Northfield Federal"
or the "Savings Bank"), you have the right to vote upon the Savings Bank's
proposed Plan of Holding Company Conversion and also generally have the right to
subscribe for shares of common stock of Northfield Bancorp, Inc., the proposed
holding company for Northfield Federal through the mutual to stock conversion of
Northfield Federal Savings. However, the proposed plan of Holding Company
Conversion provides that Northfield Bancorp, Inc. will not offer stock in any
state in which compliance with the securities laws would be impracticable for
reasons of cost or otherwise. Unfortunately, the securities laws of your state
would require Northfield Bancorp, Inc. to register its common stock and/or its
employees in order to sell the common stock to you. Such registration would be
prohibitively expensive or otherwise impracticable in light of the few members
residing in your state.
You may vote on the proposed Plan of Holding Company Conversion and we urge
you to read the enclosed Summary Proxy Statement and execute the enclosed
Revocable Proxy. Questions regarding the execution of the Revocable Proxy
should be directed to Northfield Federal Savings's Stock Information Center at
(410)263-4243.
Sincerely,
G. Ronald Jobson
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and Proxy Statement. There shall be no sale of stock in any state
in which any offer, solicitation of an offer or sale of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
Sent to prospects who are customers*
_______________, 1998
&salutation& &firstname& &last name&
&address&
&city&, &state& &zip&
Dear &prefername&
Recently you may have read in the newspaper that Northfield Federal Savings
(the "Savings Bank") will convert from a federally-chartered mutual savings bank
to a federally-chartered stock savings bank. This is the most significant event
in the history of Northfield Federal in that it allows customers, employees and
directors the opportunity to share in Northfield Federal Savings's future by
becoming charter stockholders of the Savings Bank's newly-formed holding
company, Northfield Bancorp, Inc.
As a customer of Northfield Federal, you should have received a packet of
information regarding the conversion, including a Prospectus and a Proxy
Statement. In addition, we are holding several presentations for friends of the
officers and directors to discuss the stock offering in more detail. You will
receive an invitation in the near future.
Please feel free to call me or Northfield Federal's Stock Information
Center at (410) ________ if you have any questions. I look forward to seeing
you at one of our informational presentations.
Sincerely,
G. Ronald Jobson
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
*Sent to prospects who are not customers*
____________, 1998
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
Recently you may have read in the newspaper that Northfield Federal Savings
(the "Savings Bank") will be converting from a federally-chartered mutual
savings bank to a federally-chartered stock savings bank. This is the most
significant event in the history of Northfield Federal in that it allows
customers, employees and directors the opportunity to share in Northfield
Federal's future by becoming charter stockholders of the Savings Bank's holding
company, Northfield Bancorp, Inc.
[Director] has asked that you be sent a Prospectus and stock order form
which will allow you to become a charter stockholder, should you desire. In
addition, we are holding several presentations for friends of the officers and
directors of Northfield Federal Savings to discuss the stock offering in more
detail. You will receive an invitation in the near future.
Please feel free to call me or Northfield Federal's Stock Information Center
at (410) 263-4243 if you have any questions. I look forward to seeing you at
one of our information presentations.
Sincerely,
G. Ronald Jobson
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
*Sent to those attending a community meeting*
____________, 1998
&salutation& &firstname& &lastname&
&address&
&City&, &state& &zip&
Dear &prefername&:
Thank you for attending our informational presentation relating to
Northfield Federal Savings 's conversion to a stock savings bank. The
information presented at the meeting and the Prospectus you recently received
should assist you in making an informed investment decision.
Obviously, we are excited about this stock offering and the opportunity to
share in the future of Northfield Federal. This conversion is the most
important event in our history and it gives the Savings Bank the strength to
compete in the future and will provide the Savings Bank additional corporate
flexibility.
We may contact you in the near future to get an indication of your interest
in our offering. If you make a decision to invest, please return your properly
completed stock order form no later than ___________, 1998. If you have any
questions, please call the Stock Information Center at (410)263-4243.
Sincerely,
G. Ronald Jobson
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
* Sent to those not attending a community meeting *
_________, 1998
&salutation& &firstname& &lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
I am sorry you were unable to attend our recent presentation regarding
Northfield Federal Savings's mutual to stock conversion. The Board of Directors
and management team of Northfield Federal are committed to contributing to long
term shareholder value and as a group we are personally investing approximately
$385,000 of our own funds. We are enthusiastic about the stock offering and the
opportunity to share in the future of Northfield Federal Savings.
We have established a Stock Information Center to assist you with any
questions regarding the stock offering. Should you require any assistance
between now and ___________, 1998, I encourage you to either stop by our Stock
Information Center or call (410) ________.
I hope you will join me as a charter stockholder in Northfield Bancorp, Inc.
Sincerely,
G. Ronald Jobson
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
* Final Reminder Letter *
_________, 1998
&salutation&firstname&lastname&
&address&
&city&, &state& &zip&
Dear &prefername&:
I am writing to remind you that the deadline for purchasing stock in
Northfield Bancorp, Inc. is quickly approaching. I hope you will join me in
becoming a charter stockholder in one of Maryland's newest publicly owned
financial institutions.
The deadline for becoming a charter stockholder is ____________, 1998. If
you have any questions, please call our Stock Information Center at (410)
________.
Once again, I look forward to having you join me as a charter stockholder in
Northfield Bancorp, Inc.
Sincerely,
G. Ronald Jobson
President
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.
================================================================================
The Directors and Officers
of
Northfield Federal Savings
cordially invite you to attend a brief
presentation regarding the stock offering of
Northfield Bancorp, Inc., our proposed holding company
Please join us at the
______________
_____________________
___________________________
____________
____________
for refreshments
YOU MUST RESPOND BY ____________ TO RESERVE A SEAT
R.S.V.P. (410) ________
===============================================================================
V. IRA Mailing
A. Explanation
A special IRA mailing is proposed to be sent to all IRA customers of the
Savings Bank in order to alert the customers that funds held in an IRA can
be used to purchase stock. Since this transaction is not as simple as
designating funds from a certificate of deposit like a normal stock
purchase, this letter informs the customer that this process is slightly
more detailed and involves a personal visit to the Savings Bank.
B. Quantity
One IRA letter is proposed to be mailed to each IRA customer of the Savings
Bank. These letters would be mailed following OTS approval for the
conversion and after each customer has received the initial mailing
containing a Proxy Statement and a Prospectus.
C. Example - See following page.
(Northfield Federal Savings Letterhead)
__________ __, 1998
Dear Individual Retirement Account Participant:
As you know, Northfield Federal Savings is in the process of converting from
a federally-chartered mutual savings bank to a federally-chartered stock savings
bank and has formed Northfield Bancorp, Inc. to hold all of the stock of
Northfield Federal Savings (the "Conversion"). Through the Conversion, certain
current and former depositors and borrowers of Northfield Federal have the
opportunity to purchase shares of common stock of Northfield Bancorp, Inc. in a
Subscription Offering. Northfield Bancorp, Inc. currently is offering up to
575,000 shares, subject to adjustment, of Northfield Bancorp, Inc. at a price of
$10.00 per share.
As the holder of an individual retirement account ("IRA") at Northfield
Federal Savings, you have an opportunity to become a shareholder in Northfield
Bancorp, Inc. using funds being held in your IRA. If you desire to purchase
shares of common stock of Northfield Bancorp, Inc. through your IRA, Northfield
Federal can assist you in self-directing those funds. This process can be done
without an early withdrawal penalty and generally without a negative tax
consequence to your retirement account.
If you are interested in ordering Northfield Bancorp, Inc. common stock
utilizing IRA funds, you must contact our Conversion Center at (410) ______ by
____________.
Sincerely,
G. Ronald Jobson
President
This letter is neither an offer to sell nor a solicitation of an offer to buy
Northfield Bancorp, Inc. common stock. The offer is made only by the
Prospectus, which was recently mailed to you.
THE SHARES OF NORTHFIELD BANCORP, INC. COMMON STOCK ARE NOT DEPOSITS AND WILL
NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
- ---
GOVERNMENT AGENCY.
VI. Counter Cards and Lobby Posters
A. Explanation
Counter cards and lobby posters serve two purposes: (1) As a notice to
Northfield Federal Savings's customers and members of the local community
that the stock sale is underway and (2) to remind the customers of the end
of the Subscription Offering. Trident has learned in the past that many
people forget the deadline for subscribing and therefore we suggest the use
of these simple reminders.
B. Quantity
Approximately 2 - 3 Counter cards will be used at teller windows and on
customer service representatives' desk.
Approximately 1 - 2 Lobby posters will be used at Northfield Federal
Savings's office.
C. Example
D. Size
The counter card will be approximately 8 1/2" x 11".
The lobby poster will be approximately 16" x 20".
C.
POSTER OR COUNTER CARD
===============================================================================
"TAKE STOCK IN OUR FUTURE"
"NORTHFIELD BANCORP, INC.
STOCK OFFERING MATERIALS
AVAILABLE HERE"
NORTHFIELD FEDERAL SAVINGS
================================================================================
VII. Proxy Reminder
A. Explanation
A proxy reminder is used when the majority of votes needed to adopt the
Plan of Conversion is still outstanding. The proxy reminder is mailed to
those "target vote" depositors who have not previously returned their
signed proxy.
The target vote depositors are determined by the conversion agent.
B. Example
C. Size
Proxy reminder is approximately 8 1/2" x 11".
B. Example
________________________________________________________________________________
P R O X Y R E M I N D E R
NORTHFIELD FEDERAL SAVINGS
YOUR VOTE ON OUR STOCK CONVERSION PLAN HAS NOT BEEN RECEIVED. YOUR VOTE IS VERY
- --------- --------------------- -----------------
IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO VOTING AGAINST
- ----------
THE PLAN.
VOTING FOR THE CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR ACCOUNTS.
DEPOSIT ACCOUNTS WILL CONTINUE TO BE FEDERALLY INSURED UP TO THE APPLICABLE
LIMITS.
YOU MAY PURCHASE STOCK IF YOU WISH, BUT VOTING DOES NOT OBLIGATE YOU TO BUY
STOCK.
PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL, OR DELIVER, THE
----------------------------
PROXY CARD TO NORTHFIELD FEDERAL SAVINGS TODAY.
PLEASE VOTE ALL PROXY CARDS RECEIVED.
---
WE RECOMMEND THAT YOU VOTE TO APPROVE THE PLAN OF CONVERSION. THANK YOU.
THE BOARD OF DIRECTORS AND MANAGEMENT OF
NORTHFIELD FEDERAL SAVINGS
________________________________________________________________________________
IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
FOR FURTHER INFORMATION CALL (410) ________.
This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Northfield Bancorp, Inc. common stock offered in the conversion,
nor does it constitute the solicitation of a proxy in connection with the
conversion. Such offers and solicitations of proxies are made only by means of
the Prospectus and the Summary Proxy Statement, respectively. There shall be no
sale of stock in any state in which any offer, solicitation of an offer or sale
of stock would be unlawful.
THE STOCK WILL NOT BE INSURED BY THE FDIC OR ANY GOVERNMENTAL AGENCY.