NORTHFIELD BANCORP, INC.
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STOCK OWNERSHIP GUIDE
INDIVIDUAL
Include the first name, middle initial and last name of the shareholder.
Avoid the use of two initials. Please omit words that do not affect ownership
rights, such as "Mrs.", "Mr.", "Dr.", "special account", "single person",
etc.
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JOINT TENANTS
Joint tenants with right of survivorship may be specified to identify two or
more owners. When stock is held by joint tenants with right of survivorship,
ownership is intended to pass automatically to the surviving joint tenant(s)
upon the death of any joint tenant. All parties must agree to the transfer or
sale of shares held by joint tenants.
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TENANTS IN COMMON
Tenants in common may also be specified to identify two or more owners. When
stock is held by tenants in common, upon the death of one co-tenant,
ownership of the stock will be held by the surviving co-tenant(s) and by the
heirs of the deceased co-tenant. All parties must agree to the transfer or
sale of shares held by tenants in common.
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UNIFORM TRANSFERS TO MINORS ACT ("UTMA")
Stock may be held in the name of a custodian for a minor under the Uniform
Transfers to Minors Act of each state. There may be only one custodian and
one minor designated on a stock certificate. The standard abbreviation for
Custodian is "CUST", while the Uniform Transfers to Minors Act is "UTMA".
Standard U.S. Postal Service state abbreviations should be used to describe
the appropriate state. For example, stock held by John Doe as custodian for
Susan Doe under the Maryland Uniform Transfers to Minors Act will be
abbreviated John Doe, CUST Susan Doe UTMA, MD (use minor's social security
number).
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FIDUCIARIES
Information provided with respect to stock to be held in a fiduciary
capacity must contain the following:
. The name(s) of the fiduciary. If an individual, list the first name,
middle initial and last name. If a corporation, list the full corporate
title (name). If an individual and a corporation, list the corporation's
title before the individual.
. The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, committee, etc.
. A description of the document governing the fiduciary relationship, such
as a living trust agreement or court order. Documentation establishing a
fiduciary relationship may be required to register your stock in a
fiduciary capacity.
. The date of the document governing the relationship, except that the date
of a trust created by a will need not be included in the description.
. The name of the maker, donor or testator and the name of the beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: John
Doe, Trustee Under Agreement Dated 10-1-87 for Susan Doe.
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STOCK ORDER FORM INSTRUCTIONS
ITEMS 1 AND 2--
Fill in the number of shares that you wish to purchase and the total payment
due. The amount due is determined by multiplying the number of shares
purchased by the Purchase Price of $10.00 per share. The minimum purchase is
25 shares. The maximum number of shares that may be purchased by any person
in the Subscription Offering is 12,500 shares, and the maximum purchase in
the Conversion by any person, together with associates or groups acting in
concert is 22,500 shares. Management has the authority to increase or
decrease these limits.
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ITEM 3--
Please check this box to indicate whether you are a director, officer or
employee of Northfield Federal Savings or a member of such person's immediate
family.
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ITEM 4--
Payment for shares may be made in cash (only if delivered by you in person)
or by check, bank draft or money order made payable to Northfield Federal
Savings. Your funds will earn interest at the Association's passbook rate of
interest until the Conversion is completed. DO NOT MAIL CASH TO PURCHASE
STOCK! Please check this box if your method of payment is by check, bank
draft or money order.
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ITEM 5--
If you pay for your stock by a withdrawal from a deposit account at
Northfield Federal Savings, insert the account number(s) and the amount of
your withdrawal authorization for each account. The total amount withdrawn
should equal the amount of your stock purchase. There will be no penalty
assessed for early withdrawals from certificate accounts used for stock
purchases. THIS FORM OF PAYMENT MAY NOT BE USED IF YOUR ACCOUNT IS AN
INDIVIDUAL RETIREMENT ACCOUNT. PLEASE CONTACT THE STOCK INFORMATION CENTER
FOR INFORMATION REGARDING PURCHASES FROM AN INDIVIDUAL RETIREMENT ACCOUNT.
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ITEM 6--
Please check the appropriate box if you were:
(a) A depositor at Northfield Federal Savings on December 31, 1995 (the
"Eligibility Record Date") with at least $50.00 on deposit.
(b) A depositor at Northfield Federal Savings on March 31, 1998 (the
"Supplemental Eligibility Record Date") with at least $50.00 on deposit.
(c) A depositor on , 1998 other than an eligible account holder or
supplemental eligible account holder or a borrower as of , 1998 whose
loan was still outstanding on , 1998.
(d) A permanent resident of Baltimore County, Maryland.
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ITEMS 7, 8 AND 9--
The stock transfer industry has developed a uniform system of shareholder
registrations that we will use in the issuance of your Northfield Bancorp,
Inc. Common Stock. Please complete items 7, 8 and 9 as fully and accurately
as possible, and be certain to supply your social security or Tax I.D.
number(s) and your daytime and evening telephone number(s). We will need to
call you if we cannot execute your order as given. If you have any questions
regarding the registration of your stock, please consult your legal advisor.
Stock ownership must be registered in one of the ways described above under
"Stock Ownership Guide."
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ITEM 10--
Please check this box if your are a member of the NASD or if this item
otherwise applies to you.
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ITEM 11--
Please check this box if you or any associate (as defined on the reverse side
of the Stock Order Form) or person acting in concert with you has submitted
another order for shares and complete the reverse side of the Stock Order
Form.
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ITEM 12--
Please sign and date the Stock Order Form and Certification Form where
indicated. Before you sign, review the Stock Order Form, including the
acknowledgements, and the Certification Form. Normally, one signature is
required. An additional signature is required only when payment is to be made
by withdrawal from a deposit account that requires multiple signatures to
withdraw funds.
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You may mail your completed Stock Order Form and Certification Form in the
envelope that has been provided, or you may deliver your Stock Order Form and
Certification Form to Northfield Federal Savings. Your Stock Order Form and
Certification Form, properly completed, and payment in full (or withdrawal
authorization) at the subscription price must be received by Northfield
Federal Savings no later than 12:00 Noon, local time, on , 1998 or it
will become void. If you have any remaining questions, or if you would like
assistance in completing your Stock Order Form, you may call the Stock
Information Center at (410) 668-2160. The Stock Information Center will be
open Monday through Friday during the Association's regular hours.
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Northfield Bancorp, Inc.
(Proposed Holding Company for
Northfield Federal Savings Bank)
8005 Harford Road
Baltimore, Maryland 21234
(410) 668-2160
STOCK ORDER FORM
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EXPIRATION DATE
for Stock Order Forms:
, 1998
12:00 Noon, Eastern Time
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IMPORTANT--PLEASE NOTE: A properly completed original stock order form
must be used to subscribe for common stock. Faxes or copies of this form
will not be accepted. Please read the Stock Ownership Guide and Stock
Order Form Instructions as you complete this Form.
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The minimum number of shares
(1) NUMBER OF SHARES SUBSCRIPTION PRICE that may be subscribed for is 25
- --------------------- X $10.00 = shares. The maximum number of
- --------------------- shares that may be purchased by
any person in the Subscription
Offering is 12,500 shares. The
(2) TOTAL PAYMENT DUE maximum number of shares that
- ---------------------- may be purchased in the
- ---------------------- Conversion by any person
together with associates or
groups acting in concert is
22,500 shares. Management has
the authority to increase or
decrease these limits.
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[_](3) EMPLOYEE/OFFICER/DIRECTOR INFORMATION (6) PURCHASER INFORMATION
A.[_]Eligible Account Holder --
Check here if you are a director, Check here if you were a
officer or employee of Northfield depositor of at least $50.00
Federal Savings or a member of such at Northfield Federal Savings
person's immediate family. on December 31, 1995. Enter
information below for all
deposit accounts that you had
at Northfield Federal Savings
on December 31, 1995.
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[_](4)METHOD OF PAYMENT/CHECK Check Amount B.[_]Supplemental Eligible Account
Holder--Check here if you
Enclosed is a check, were a depositor of at least
bank draft or money $50.00 at Northfield Federal
order made payable to Savings on March 31, 1998 but
Northfield Federal are not an Eligible Account
Savings in the amount Holder. Enter information
of: below for all deposit
accounts that you had at
Northfield Federal Savings on
March 31, 1998.
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[_] (5) METHOD OF PAYMENT/WITHDRAWAL C.[_]Other Member -- Check here if
you held a deposit at
Northfield Federal Savings
as of , 1998 or a loan
that was still outstanding as
of , 1998 but are not an
Eligible Account Holder or
Supplemental Eligible Account
Holder.
The undersigned authorizes withdrawal D.[_]Local Community Resident --
from the following account(s) at Check here if you are a
Northfield Federal Savings. There is permanent resident of
no penalty for early withdrawal used Baltimore County, Maryland.
for this payment.
------------------------------------- Account Title (Names Account
Account Number(s) Withdrawal on Accounts) Number(s)
Amount(s) ------------------------ -----------
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------------------------------------- ------------------------ -----------
------------------------------------- PLEASE NOTE: FAILURE TO LIST
ALL YOUR ACCOUNTS MAY RESULT IN
Total Withdrawal ----------------- THE LOSS OF PART OR ALL OF YOUR
Amount SUBSCRIPTION RIGHTS. IF
ADDITIONAL SPACE IS NEEDED,
PLEASE UTILIZE THE BACK OF THIS
STOCK ORDER FORM.
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(7) STOCK REGISTRATION/FORM OF STOCK OWNERSHIP
[_] Individual [_] Joint Tenants [_] Tenants in Common
[_] Fiduciary (i.e. trust, estate, etc.) [_] Corporation or Partnership
[_] Uniform Gifts to Minors Act [_] Other ______________________________
Social Security # or Tax ID
(8) NAME(S) IN WHICH STOCK IS TO BE REGISTERED
(PLEASE PRINT CLEARLY)
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Name(s) continued Social Security # or Tax ID
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Street Address City State Zip Code
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------------------------- -------------------- --------- ----------------
(9) TELEPHONE INFORMATION Daytime Evening County of Residence
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( ) ( )
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[_] (10) NASD AFFILIATION [_](11) ASSOCIATE--ACTING IN
CONCERT
Check here if you are a member of the National Check here, and
Association of Securities Dealers, Inc. complete the reverse
("NASD"), a person associated with an NASD side of this Form, if
member, a member of the immediate family of any you or any associates
such person to whose support such person (as defined on the
contributes, directly or indirectly, or the reverse side of this
holder of an account in which an NASD member or Form) or persons
person associated with an NASD member has a acting in concert
beneficial interest. To comply with conditions with you have
under which an exemption from the NASD's submitted other
Interpretation With Respect to Free-Riding and orders for shares in
Withholding is available, you agree, if you have the Subscription
checked the NASD Affiliation box, (i) not to and/or Community
sell, transfer or hypothecate the stock for a Offerings.
period of 90 days following issuance, and (ii)
to report this subscription in writing to the
applicable NASD member within one day of payment
therefor.
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(12) ACKNOWLEDGMENTS
To be effective, this fully completed Stock Order Form must be actually
received by Northfield Federal Savings, no later than 12:00 p.m. Noon,
Eastern Time, on , 1998, unless extended; otherwise this Stock Order
Form and all subscription rights will be void. Completed Stock Order
Forms, together with the required payment or withdrawal authorization, may
be delivered to Northfield Federal Savings or may be mailed to the Post
Office Box indicated on the enclosed business reply envelope. All rights
exercisable hereunder are not transferable and shares purchased upon
exercise of such rights must be purchased for the account of the person
exercising such rights.
It is understood that this Stock Order Form will be accepted in accordance
with, and subject to, the terms and conditions of the Plan of Conversion
of Northfield Federal Savings described in the accompanying Prospectus. If
the Plan of Conversion is not approved by the voting members of Northfield
Federal Savings at a Special Meeting to be held on , 1998, or any
adjournment thereof, all orders will be cancelled and funds received as
payment, with accrued interest, will be returned promptly.
The undersigned agrees that after receipt by Northfield Federal Savings,
this Stock Order Form may not be modified, withdrawn or cancelled (unless
the Conversion is not completed within 45 days after the completion of the
Subscription Offering) without the Association's consent, and if
authorization to withdraw from deposit accounts at Northfield Federal
Savings has been given as payment for shares, the amount authorized for
withdrawal shall not otherwise be available for withdrawal by the
undersigned.
Under penalty of perjury, I certify that the Social Security or Tax ID
Number and the other information provided under number 8 of this Stock
Order Form are true, correct and complete that I am purchasing for my own
account and that there is no agreement or understanding regarding the
transfer of my subscription rights or the sale or transfer of these
shares.
Applicable Regulations prohibit any person from transferring or entering
into any agreement directly or indirectly to transfer, the legal or
beneficial ownership of conversion subscription rights, or the underlying
securities to the account of another. Northfield Federal Savings and
Northfield Bancorp, Inc. may pursue any and all legal and equitable
remedies in the event they become aware of the transfer of subscription
rights and will not honor orders known by them to involve such transfer.
I acknowledge that the common stock offered is not a savings or deposit
account and is not federally insured or guaranteed.
A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED TWICE: BELOW AND ON THE
CERTIFICATION FORM ON THE REVERSE HEREOF.
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SIGNATURE DATE SIGNATURE DATE DATE REC'D ___________
- -------------------------- ------------------------- CATEGORY _____________
ORDER # ___ BATCH ____
- -------------------------- ------------------------- DEPOSIT ______________
-------------------------
A SIGNED CERTIFICATION FORM MUST ACCOMPANY ALL STOCK ORDER FORMS
(SEE REVERSE SIDE)
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ITEM (6)A, B, C--(CONTINUED)
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Account Title (Names on Account Account Title (Names on Account
Accounts) Number(s) Accounts) Number(s)
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ITEM (11)--(CONTINUED)
List below all other orders "Associate" is defined as: (i) any
submitted by you or your corporation or organization (other than
Associates (as defined) or by Northfield Federal Savings, Northfield
persons acting in concert with Bancorp, Inc., or a majority-owned
you. subsidiary of Northfield Federal Savings or
Northfield Bancorp, Inc.) of which such
person is an officer or partner or is,
- -------------------------------- directly or indirectly, the beneficial owner
Number of of 10% or more of any class of equity
Name(s) listed on Shares securities; (ii) any trust or other estate
other Stock Order Ordered in which such person has a substantial
Forms beneficial interest or as to which such
- -------------------------------- person serves as a director or in a similar
- -------------------------------- fiduciary capacity; provided, however, such
- -------------------------------- term shall not include Northfield Bancorp,
- -------------------------------- Inc.'s or Northfield Federal Savings'
- -------------------------------- mployee benefit plans in which such person
has a substantial beneficial interest or
serves as a director or in a similar
fiduciary capacity; and (iii) any relative
or spouse of such person, or any relative of
such spouse, who either has the same home as
such person or who is a Director of
Northfield Federal Savings or Northfield
Bancorp, Inc. or any subsidiaries thereof.
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A VALID STOCK ORDER FORM MUST BE SIGNED AND DATED BELOW AND ON THE FRONT OF
THIS FORM.
CERTIFICATION FORM
I/WE ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND
IS NOT FEDERALLY INSURED, AND IS NOT GUARANTEED BY NORTHFIELD FEDERAL
SAVINGS (THE "ASSOCIATION") OR BY THE FEDERAL GOVERNMENT.
If anyone asserts that this security is federally insured or guaranteed, or
is as safe as an insured deposit, I should call the Office of Thrift
Supervision, Southeast Region Director, Richard Riccobono at (404) 888-
0771.
I/We further certify that, before purchasing the common stock, par value
$.01 per share, of Northfield Bancorp, Inc., the proposed holding company
for Northfield Federal Savings Bank, I/we received a Prospectus dated
, 1998 (the "Prospectus").
The Prospectus that I/we received contains disclosure concerning the nature
of the security being offered and describes the risks involved in the
investment, including but not limited to:
1. Potential Impact of Changes in Interest Rates and the Current
Interest Rate Environment______________________________________(page 1)
2. Below Average Return on Average Equity and Increased Expenses After
Conversion_____________________________________________________(page )
3. Risks Associated with Commercial leases, Including Regulatory
Matters________________________________________________________(page )
4. Risks Associated with Construction, Commercial Real Estate,
Consumer Lending and the Introduction of Small Business Lending___(page )
5. Lack of Active Market for Common Stock_______________________(page )
6. Risk of Decline in Demand for Construction Loans in Our Market
Area___________________________________________________________(page )
7. Economic Viability of Market Area____________________________(page )
8. Risks of Delay in Completion of the Offering_________________(page )
9. Impact of Technological Advances; Year 2000 Compliance_______(page )
10. Anti-Takeover Provisions and Statutory Provisions that Could
Discourage HostileAcquisitions of Control______________________(page )
11. Possible Voting Control by Directors and Officers____________(page )
12. Awards to Directors and Officers Under Stock Benefit Plans___(page )
13. Possible Dilutive Effect and Expense of MRP and Stock Options___(page )
14. Financial Institution Regulation of Thrift Industry__________(page )
15. Possible Adverse Tax Consequences of the Subscription Rights____(page )
16. Restrictions on Repurchase of Shares_________________________(page )
Signature Date Signature Date
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Name (Please Print) Name (Please Print)
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