United States | 6712 | To be applied for | ||
(State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
Incorporation or Organization) | Classification Code Number) | Identification Number) |
Proposed maximum | Proposed maximum | |||||||||||||
Title of each class of | Amount to be | offering price | aggregate | Amount of | ||||||||||
securities to be registered | registered | per share | offering price | registration fee | ||||||||||
Common Stock, $0.01 par value per share
|
22,405,265 shares (1) | $10.00 | $224,052,650 (2) | $6,878 | ||||||||||
Participation Interests
|
984,805 interests | (3) | ||||||||||||
(1) | Includes shares to be issued to Northfield Bank Foundation, a private foundation. | |
(2) | Estimated solely for the purpose of calculating the registration fee. | |
(3) | The securities of Northfield Bancorp, Inc. to be purchased by the Northfield Bank Employee Savings Plan are included in the amount shown for common stock. However, pursuant to Rule 457(h) of the Securities Act of 1933, as amended, no separate fee is required for the participation interests. Pursuant to such rule, the amount being registered has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such plan. |
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Northfield
Bancorp, Inc. is
offering stock
units in the
Northfield Bank
Employee Savings
Plan (the Plan).
The stock units
represent indirect
ownership of
Northfield Bancorp,
Inc.s common stock
through the
Northfield Bancorp,
Inc. Stock Fund
being established
under the Plan in
connection with the
stock offering.
Given the purchase
price of $10 per
share in the stock
offering, the Plan
may acquire up to
984,805 shares of
Northfield Bancorp,
Inc. Common Stock
in the stock
offering. Only
employees of
Northfield Bank may
become participants
in the Plan and
only participants
may purchase stock
units in the
Northfield Bancorp,
Inc. Stock Fund.
Your investment in
stock units in
connection with the
stock offering
through the
Northfield Bancorp,
Inc. Stock Fund is
subject to the
purchase priorities
contained in the
Northfield Bancorp,
Inc. Stock Issuance
Plan (the Stock
Issuance Plan).
Information with
regard to the Plan
is contained in
this prospectus
supplement and
information with
regard to the
financial
condition, results
of operations and
business of
Northfield Bancorp,
Inc. is contained
in the accompanying
prospectus. The
address of the
principal executive
office of
Northfield Bancorp,
Inc. and Northfield
Bank is 1731
Victory Boulevard,
Staten Island, New
York 10314-3598.
In connection
with the stock
offering, you may
elect to transfer
all or part of your
account balances in
the Plan to the
Northfield Bancorp,
Inc. Stock Fund, to
be used to purchase
stock units
representing an
ownership interest
in the Common Stock
issued in the stock
offering. All Plan
participants are
eligible to direct
a transfer of funds
to the Northfield
Bancorp, Inc. Stock
Fund. However, such
directions are
subject to the
purchase priorities
in the Stock
Issuance Plan,
which contemplates
a subscription
offering and a
community offering.
Subscription
offering categories
are as follows: (1)
eligible account
holders; (2)
tax-qualified
employee benefit
plans of Northfield
Bank, including
this Plan and the
employee stock
ownership plan
which we intend to
adopt; (3)
supplemental
eligible account
holders; and (4)
other members. An
eligible account
holder is a
depositor whose
deposit account(s)
totaled $50.00 or
more on March 31,
2006. A
supplemental
eligible account
holder is a
depositor whose
deposit account(s)
totaled $50.00 or
more on June 30,
2007. Other
members are
depositors of the
Bank whose deposit
account(s) totaled
$50.00 or more on
July 31, 2007. If
you fall into
subscription
offering
categories
(1), (3) or (4),
you have
subscription
rights
to subscribe for
stock units
representing an
ownership interest
in shares of
Northfield Bancorp,
Inc. common stock
in the subscription
offering and you
may use funds in
the Plan to pay for
the stock units.
You may also be
able to purchase
stock units
representing an
ownership interest
in shares of
Northfield Bancorp,
Inc. common stock
in the subscription
offering even
though you are
ineligible to
purchase through
subscription
offering categories
(1), (3) or (4).
If you are
ineligible to
purchase Northfield
Bancorp, Inc.
common stock in any
category (1),
however, you may be
able to purchase
stock through
subscription
offering category
(2), reserved for
Northfield Bancorp,
Inc.s
tax-qualified
employee plans.
The trustee of
the Northfield
Bancorp, Inc. Stock
Fund will purchase
Common Stock in the
stock offering in
accordance with
your directions.
No later than the
end of the
subscription and
community offering
period,
___, 2007, the
amount that you
elect to transfer
from your existing
account balances
for the purchase of
stock units in the
Northfield Bancorp,
Inc. Stock Fund in
connection with the
stock offering will
be removed from
your existing
accounts and
transferred to a
money market
account, the Fiserv
Money Market Fund,
pending the closing
of the stock
offering. After
___,
2007, we will
determine whether
all or any portion
of your order will
be filled (if the
offering is
oversubscribed you
may not receive any
or all of your
order, depending on
your purchase
priority, as
described above,
and whether the
Plan will purchase
through category
2). The amount
that can be used
toward your order
will be applied to
the purchase of
stock units.
In the event the
offering is
oversubscribed,
i.e.
, there are
more orders for
Common Stock than
shares available
for sale in the
offering, and the
trustee is unable
to use the full
amount allocated by
you to purchase
interests in Common
Stock in the
offering, the
amount that cannot
be invested in
Common Stock, and
any interest earned
on such amount,
will be transferred
from the Fiserv
Money Market Fund
and reinvested in
the existing funds
of the Plan, in
accordance with
your then existing
investment election
(in proportion to
your investment
direction for
future
contributions).
The prospectus
describes the
allocation
procedures in the
event of an
oversubscription.
If you choose not
to direct the
investment of your
account balances
towards the
purchase of any
stock units
representing an
ownership interest
in Common Stock of
Northfield Bancorp,
Inc. through the
Northfield Bancorp,
Inc. Stock Fund in
connection with the
offering, your
account balances
will remain in the
investment funds of
the Plan as
previously directed
by you.
The Northfield
Bancorp, Inc. Stock
Fund, which is
being established
in the Plan in
connection with the
stock offering,
will invest in the
Common Stock of
Northfield Bancorp,
Inc. In addition,
following the stock
offering, the
Northfield Bancorp,
Inc. Stock Fund
will maintain a
cash component for
liquidity purposes.
Liquidity is
required in order
to facilitate daily
transactions such
as investment
transfers or
distributions from
the Northfield
Bancorp, Inc. Stock
Fund. For
purchases in the
offering, there
will be no cash
component. A stock
unit will be valued
at $10. After the
offering, newly
issued units will
consist of a
percentage interest
in both the Common
Stock and cash held
in the Northfield
Bancorp, Inc. Stock
Fund. Unit values
(similar to the
stocks share
price) and the
number of units
(similar to number
of shares) are used
to communicate the
dollar value of a
participants
account. Following
the stock offering,
each day, the stock
unit value of the
Northfield Bancorp,
Inc. Stock Fund
will be determined
by dividing the
total market value
of the fund at the
end of the day by
the total number of
units held in the
fund by all
participants as of
the previous days
end. The change in
stock unit value
reflects the days
change in stock
price, any cash
dividends accrued
and the interest
earned on the cash
component of the
fund, less any
investment
management fees.
The market value
and unit holdings
of your account in
the Northfield
Bancorp, Inc. Stock
Fund will be
reported to you on
your quarterly
statements.
As of March
31, 2007, the
market value of the
assets of the Plan
was approximately
$10,184,141, of
which approximately
$9,848,050 is
eligible to
purchase Common
Stock in the
offering. The Plan
administrator
informed each
participant of the
value of his or her
account balance
under the Plan as
of March 31, 2007.
In connection
with the stock
offering, the Plan
will permit you to
direct the trustee
to transfer all or
part of the funds
which represent
your current
beneficial interest
in the assets of
the Plan to the
Northfield Bancorp,
Inc. Stock Fund.
The trustee of the
Plan will subscribe
for Northfield
Bancorp, Inc.
Common Stock
offered for sale in
connection with the
stock offering, in
accordance with
each participants
direction. In
order to purchase
stock units
representing an
ownership interest
in Common Stock in
the stock offering
through the Plan,
you must purchase
stock units
representing an
ownership interest
in at least 25
shares in the
offering through
the Plan. The
prospectus
describes maximum
purchase limits for
investors in the
stock offering.
The trustee will
pay $10.00 per
stock unit
representing an
ownership interest
in a share, which
will be the same
price paid by all
other persons who purchase shares in
the subscription
and community
offerings.
Enclosed is a
Special Election
Form on which you
can elect to
transfer all or a
portion of your
account balance in
the Plan to the
Northfield Bancorp,
Inc. Stock Fund for
the purchase of
stock units in
connection with the
stock offering,
provided that you
purchase stock
units representing
an ownership
interest in at
least 25 shares
through the Plan.
If you wish to use
all or part of your
account balance in
the Plan to
purchase Common
Stock issued in the
stock offering, you
should indicate
that decision on
the Special
Election Form. If
you do not wish to
make an election,
you should check
the box at the
bottom of the
Special Election
Form and return the
form to Madeline G.
Frank, Senior Vice
President and
Corporate
Secretary,
Northfield Bank,
1731 Victory
Boulevard, Staten
Island, New York
10314-3598, no
later than 4:00
p.m., New York
Time, on
,
2007.
If you wish to
purchase stock
units representing
an ownership
interest in Common
Stock with your
Plan account
balances, you must
return your Special
Election Form to
Madeline Frank,
Senior Vice
President/Human
Resources, at
Northfield Bank,
1731 Victory
Boulevard, Staten
Island, New York
10314-3598,
no
later than 4:00
p.m., New York
Time, on
, 2007
.
Please note that
this is earlier
than the date that
persons who hold
subscription rights
outside of the
401(k) Plan must
return their Stock
Order Form to the
Stock Information
Center in order to
purchase shares in
the offering
outside the 401(k)
Plan. The reason
for this is to
allow the 401(k)
Plan Trustee time
to transfer the
amounts you elect
to use to purchase
stock in the
offering out of
your existing
investment funds
and into the Fiserv
Money Market Fund
and then to submit
a Stock Order Form
to the Stock
Information Center
for the aggregate
purchases by the
401(k) Plan
participants by the
deadline for
persons who hold
subscription
rights.
You may return your
Special Election
Form by hand
delivery, mail or
by faxing it to
(___)
,
so long as it is
returned by the
time specified.
You may not
change your
election to
transfer amounts to
the Northfield
Bancorp, Inc. Stock
Fund in connection
with the stock
offering
. Your
election is
irrevocable until
after the stock
offering has
concluded. You
will, however,
continue to have
the ability to
transfer amounts
not directed
towards the
purchase of stock
units among all of
the other
investment funds on
a daily basis.
You will be
able to purchase
stock units
representing an
ownership interest
in stock
after
the
offering through
your investment in
the Northfield
Bancorp, Inc. Stock
Fund. You may
direct that your
future
contributions or
your account
balance in the Plan
be transferred to
the Northfield
Bancorp, Inc. Stock
Fund. After the
offering, to the
extent that shares
are available, the
trustee of the Plan
will acquire Common
Stock at your
election in open
market transactions
at the prevailing
price. You may
change your
investment
allocation on a
daily basis.
Special
restrictions may
apply to transfers
directed to and
from the Northfield
Bancorp, Inc. Stock
Fund by the
participants who
are subject to the
provisions of
section 16(b) of
the Securities
Exchange Act of
1934, as amended,
relating to the
purchase and sale
of securities by
officers, directors
and principal
shareholders of
Northfield Bancorp,
Inc.
The Plan
provides that you
may direct the
trustee how to vote
any shares of
Northfield Bancorp,
Inc. Common Stock
held by the
Northfield Bancorp,
Inc. Stock Fund,
and the interest in
such shares that is
credited to your
account. If the
trustee does not
receive your voting
instructions, the
Plan administrator
will exercise these
rights as it
determines in its
discretion and will
direct the trustee
accordingly. All
voting instructions
will be kept
confidential.
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173
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
F-13
F-14
F-15
F-16
F-17
F-18
F-19
F-20
F-21
F-22
F-23
F-24
F-25
F-26
F-27
F-28
F-29
F-30
F-31
F-32
F-33
F-34
F-35
F-36
F-37
F-38
F-39
F-40
F-41
F-42
F-43
F-44
F-45
F-46
Years of Service
Vested Interest
0
%
20
%
40
%
60
%
80
%
100
%
Purchase of your principal residence (not including mortgage payments);
Payment of post-secondary school education for the next 12 months for you, your spouse
or dependents;
Unreimbursed medical expenses which were previously incurred, or expenses which are
necessary to obtain medical care for you, your spouse or dependents;
Prevention of eviction from your principal residence or foreclosure on the mortgage of
your principal residence;
Payment of funeral expenses for your parent, spouse, child, or dependent;
Expenses for the repair of damage to your principal residence that would qualify for a
casualty loss deduction under the Internal Revenue Code.
RSI Retirement Trust Value Equity Fund
RSI Retirement Trust Actively Managed Bond Fund
Wells Fargo Galliard Stable Return Fund J
Fiserv Trust Sunrise Retirement Balanced Equity Fund
Fiserv Trust Sunrise Retirement Balanced Fund
Fiserv Trust Sunrise Retirement Diversified Income Fund
Fiserv Trust Sunrise Retirement Diversified Equity Fund
Fiserv Trust Sunrise Retirement Diversified Equity Income Fund
Fiserv Trust Sunrise Retirement Income Fund
Fiserv Trust Sunrise Retirement Capital Preservation Fund
Alger MidCap Growth Institutional Fund I
SSgA S&P 500 Index Fund
PIMCO Total Return Fund Admin
Neuberger Berman Genesis Fund Trust
Federated Kaufmann Fund A
Evergreen International Equity Fund A
AIM Capital Development Fund A
T. Rowe Price Growth Stock Fund R
Investment Option
Quarter
1-Year
3-Year
5-Year
10-Year
1.08
%
15.18
%
11.34
%
7.04
%
10.50
%
1.71
%
6.30
%
3.18
%
4.36
%
6.05
%
1.00
%
4.03
%
3.71
%
3.93
%
4.76
%
6.08
%
7.20
%
11.20
%
8.75
%
15.10
%
0.60
%
11.62
%
9.88
%
6.08
%
8.03
%
1.64
%
6.06
%
3.41
%
5.48
%
6.81
%
4.94
%
5.70
%
13.89
%
12.98
%
14.61
%
3.71
%
8.37
%
12.89
%
11.72
%
11.37
%
*
3.12
%
15.95
%
18.14
%
14.01
%
9.31
%
*
5.43
%
9.90
%
13.69
%
9.31
%
11.84
%
0.64
%
10.01
%
9.43
%
N/A
15.02
%
*
*
If no ten-year record is available, return is since inception.
1
No performance history is shown for the
following funds: Fiserv Trust Sunrise Retirement Balanced Equity Fund, Fiserv
Trust Sunrise Retirement Balanced Fund, Fiserv Trust Sunrise Retirement
Diversified Income Fund, Fiserv Trust Sunrise Retirement Diversified Equity
Fund, Fiserv Trust Sunrise Retirement Diversified Equity Income Fund, Fiserv
Trust Sunrise Retirement Income Fund, and Fiserv Trust Sunrise Retirement
Capital Preservation Fund. The Fiserv Trust Sunrise Retirement Funds (the
Funds), collective investment funds for which Fiserv Trust will
act as Trustee, will commence operation in April of 2007. RSGroup Trust
Company will act as sub-adviser to each fund, providing Fiserv Trust with asset
allocation models currently in use by RSGroup Trust Company. Because the
Fiserv Trust Sunrise Retirement Funds have not yet commenced operation, no
performance data for those Funds is yet available. Performance for each Fund
will be affected by, among other things, fees charged by Fiserv Trust for
acting as Trustee of the Funds.
Please read the Risk Factors beginning on page 20.
Adjusted
Minimum
Midpoint
Maximum
Maximum
13,760,344
16,188,640
18,616,936
21,409,476
$
1,625,000
$
1,625,000
$
1,625,000
$
1,625,000
$
967,000
$
1,143,000
$
1,320,000
$
1,523,000
$
135,011,440
$
159,118,400
$
183,224,360
$
210,946,760
$
9.81
$
9.83
$
9.84
$
9.85
(1)
Based on 0.80% of the aggregate dollar amount of the shares of common stock sold in
the subscription and community offerings, excluding shares sold to the employee stock
ownership plan, the 401(k) plan, the charitable foundation and to our officers,
employees and directors and members of their immediate families. For a description of
the calculation of Sandler ONeill & Partners, L.P.s compensation for the stock
offering, please see The Stock OfferingMarketing Arrangements.
1
20
29
31
32
34
35
36
38
40
49
50
76
76
101
103
114
145
164
168
170
172
172
172
172
173
F-1
Remaining a community-oriented financial institution;
Continuing our recent focus on commercial real estate lending and
construction and land lending;
Expanding our branch network;
Increasing our origination of home equity loans and lines of credit;
Maintaining high asset quality; and
Purchasing investment securities.
support our internal growth through lending in communities we serve or may serve in
the future;
support the expansion of our branch network;
enhance our existing products and services and to support the development of new
products and services;
enable us to compete more effectively in the financial services marketplace;
offer our depositors, employees, management and directors an equity ownership
interest in Northfield Bancorp, Inc. and thereby obtain an economic interest in any
future success that we may have; and
support our local communities through the establishment and funding of the
charitable foundation.
(1)
Depositors who had accounts at Northfield Bank with aggregate balances of at
least $50.00 as of the close of business on March 31, 2006;
(2)
The tax-qualified employee benefit plans of Northfield Bank (our employee stock
ownership plan and 401(k) savings plan);
(3)
Depositors who had accounts at Northfield Bank with aggregate balances of at
least $50.00 as of the close of business on June 30, 2007; and
(4)
Depositors who had accounts at Northfield Bank with aggregate balances of at
least $50.00 as of the close of business on July 31, 2007.
our present and projected operating results and financial condition and
the economic and demographic conditions in our existing market areas;
historical, financial and other information relating to Northfield
Bancorp, Inc. and Northfield Bank;
a comparative evaluation of our operating and financial statistics with
those of other similarly situated publicly traded thrifts and mutual holding companies;
the impact of the stock offering on our stockholders equity and earnings potential;
our proposed dividend policy; and
the trading market for securities of comparable institutions and general
conditions in the market for such securities.
terminate the stock offering and return all funds promptly with interest;
extend the stock offering or hold a new subscription or community offering, or both;
establish a new offering range and commence a resolicitation of subscribers; or
take such other actions as may be permitted by the Office of Thrift Supervision.
At Or For the Twelve Months Ended March 31, 2007
13,760,344
16,188,640
18,616,936
21,409,476
Shares Sold
Shares Sold
Shares Sold
Shares Sold
at $10.00
at $10.00
at $10.00
at $10.00
Per Share
Per Share
Per Share
Per Share
118.20
%
129.03
%
138.31
%
147.49
%
25.64
x
29.41
x
33.33
x
37.04
x
Non-Fully Converted
Non-Fully Converted
Pro Forma
Pro Forma
Price-to-Core
Price-to-Tangible Book
Earnings Multiple
Value Ratio
37.04x
147.49
%
25.64x
118.20
%
58.40x
207.60
%
52.90x
190.65
%
Fully Converted
Fully Converted
Equivalent Pro Forma
Equivalent Pro Forma
Price-to-Core
Price-to-Tangible Book
Earnings Multiple
Value Ratio
27.78x
85.98
%
20.41x
75.19
%
38.54x
99.88
%
35.26x
97.34
%
8% of the shares sold in a second-step stock offering would be purchased
by an employee stock ownership plan, with the expense to be amortized over 30 years;
4% of the shares sold in a second-step stock offering would be purchased
by a stock-based benefit plan, with the expense to be amortized over five years;
Options equal to 10% of the shares sold in a second-step stock offering
would be granted under a stock-based benefit plan, with option expense of $3.20 per
option, and with the expense to be amortized over five years; and
stock offering expenses would equal 2% of the stock offering amount.
Price Performance from Initial Trading Date
One Day
One Week
One Month
Percentage
Percentage
Percentage
Corporation
Change
Change
Change
17.90
%
18.00
%
23.40
%
6.00
(5.00
)
59.70
54.30
23.40
1.00
1.50
6.00
23.00
21.20
(5.00
)
10.00
10.00
(2.50
)
7.00
6.50
6.50
49.90
52.50
53.90
29.50
27.90
30.10
41.00
45.00
46.60
(1.50
)
(7.00
)
10.00
12.00
12.00
11.30
10.00
14.00
7.00
5.50
2.90
8.00
8.40
5.50
6.50
5.00
6.00
2.50
2.50
15.74
%
15.51
%
14.87
%
9.00
%
9.20
%
6.25
%
Value of Benefits
Based on Adjusted
Individuals
Percent of
Percent of
Maximum of
Eligible to Receive
Number of
Outstanding
Shares
Offering Range
Plan/Awards
Awards
Shares
Shares (1)
Sold
(2)(3)
All officers and employees
1,951,747
3.92
%
9.12
%
$
19,517,470
Directors, officers and employees
975,873
1.96
4.56
%
9,758,730
Directors, officers and employees
2,439,684
4.90
11.40
%
7,806,989
5,367,304
10.78
%
25.08
%
$
37,083,189
(1)
Amounts are based on current Office of Thrift Supervision regulations and policy, exclusive
of shares acquired in the secondary market to fund stock awards and stock options. Proposed
Office of Thrift Supervision regulations would clarify that the amount of stock options and
stock awards available for grant under the stock-based benefit plans may be greater than the
amounts set forth in the table, provided shares used to fund the stock-based benefit plans in
excess of these amounts are obtained through stock repurchases.
(2)
The actual value of the stock awards will be determined based on their fair value as of the
date the grants are made. For purposes of this table, fair value is assumed to be the
offering price of $10.00 per share.
(3)
For purposes of this table, the value of an option is assumed to equal the fair value of each
option (and the expense to Northfield Bancorp, Inc. using the Black-Scholes pricing model)
under accounting principles generally accepted in the United States of America. The fair
value of stock options has been estimated at $3.20 per option using the Black-Scholes option
pricing model with the following assumptions: a grant-date share price and option exercise
price of $10.00; dividend yield of 0%; expected option life of 7.5 years; risk-free interest
rate of 4.54% (based on the seven-year Treasury Note rate); and a volatility rate of 13.73%
based on an index of publicly traded mutual holding companies. The grant-date fair value
using the Black-Scholes pricing model set forth in the table may not reflect the actual value
of a stock option to a recipient at any point in time, which would be the difference between
the exercise price of the stock option and the trading price of the underlying shares of
common stock at the time of exercise.
627,215 Shares Awarded
737,900 Shares Awarded
848,585 Shares Awarded
975,873 Shares Awarded
at Minimum of Offering
at Midpoint of Offering
at Maximum of Offering
at Maximum of Offering
Share Price
Range
Range
Range
Range, As Adjusted
$
5,017,720
$
5,903,200
$
6,788,680
$
7,806,984
$
6,272,150
$
7,379,000
$
8,485,850
$
9,758,730
$
7,526,580
$
8,854,800
$
10,183,020
$
11,710,476
$
8,781,010
$
10,330,600
$
11,880,190
$
13,662,222
$
10,035,440
$
11,806,400
$
13,577,360
$
15,613,968
2,439,684 Options
1,568,039 Options
1,844,752 Options
2,121,464 Options
at Maximum of
Market/Exercise
Grant-Date Fair
at Minimum of
at Midpoint of
at Maximum of
Offering Range, As
Price
Value Per Option
Offering Range
Offering Range
Offering Range
Adjusted
$
2.56
$
4,014,180
$
4,722,565
$
5,430,948
$
6,245,591
$
3.20
$
5,017,725
$
5,903,206
$
6,788,685
$
7,806,989
$
3.84
$
6,021,270
$
7,083,848
$
8,146,422
$
9,368,387
$
4.48
$
7,024,815
$
8,264,489
$
9,504,159
$
10,929,784
$
5.12
$
8,028,360
$
9,445,130
$
10,861,896
$
12,491,182
non-employee directors in the aggregate may not receive more than 30% of
the options and stock awards authorized under the plans;
any one non-employee director may not receive more than 5% of the options
and stock awards authorized under the plans;
any officer or employee may not receive more than 25% of the options or
stock awards authorized under the plans;
the options and stock awards may not vest more rapidly than 20% per year,
beginning on the first anniversary of stockholder approval of the plans; and
accelerated vesting of awards is not permitted except for death,
disability or upon a change in control of Northfield Bank or Northfield Bancorp, Inc.
regulatory capital requirements;
our financial condition and results of operations;
strategic business investment opportunities;
tax considerations;
statutory and regulatory limitations; and
general economic conditions.
$105.5 million (50.0% of the net proceeds) will be contributed to
Northfield Bank;
$19.5 million (9.3% of the net proceeds) will be loaned to our employee
stock ownership plan to fund its purchase of our shares of common stock;
$3.0 million (1.4% of the net proceeds) will be contributed to the
charitable foundation; and
$83.0 million (39.3% of the net proceeds) will be retained by us.
your spouse, or relatives of you or your spouse, living in your house;
companies or other entities in which you have a 10% or greater equity or
substantial beneficial interest or in which you serve as a senior officer or partner;
a trust or other estate if you have a substantial beneficial interest in
the trust or estate or you are a trustee or fiduciary for the trust or estate; or
other persons who may be acting together with you (including, but not
limited to, persons who file jointly a Schedule 13G or Schedule 13D Beneficial
Ownership Report with the Securities and Exchange Commission).
dilute the voting interests of purchasers of shares of our common stock in
the stock offering; and
result in an expense, and a reduction in our earnings during the quarter
in which the contribution is made, equal to the full amount of the contribution to the
charitable foundation, offset in part by a corresponding tax benefit.
(1)
personal check, bank check or money order; or
(2)
authorizing us to withdraw money from your deposit account(s) maintained with
Northfield Bank.
(i)
increase the maximum number of shares that may be purchased by any subscriber
or group of subscribers (including our subscribing directors and officers); and/or
(ii)
seek regulatory approval to extend the stock offering beyond the [Extension
date] expiration date, provided that any such extension will require us to resolicit
subscriptions received in the stock offering.
common stock.
the interest income we earn on our interest-earning assets, such as loans
and securities; and
the interest we pay on our interest-bearing liabilities, such as deposits
and borrowings.
At
March 31,
At December 31,
2007
2006
2005
2004
2003
2002
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(In thousands)
$
1,292,906
$
1,294,747
$
1,408,562
$
1,566,564
$
1,466,755
$
1,307,918
48,793
60,624
38,368
94,297
65,855
83,092
681,155
713,498
863,464
1,012,767
939,649
610,739
24,498
26,169
34,841
56,148
88,365
236,169
2,899
2,667
2,360
2,087
1,208
340
125
99
1,539
3,752
421,835
404,159
382,672
317,525
279,830
300,188
40,255
32,866
31,635
30,425
29,227
23,548
6,781
7,186
11,529
15,675
13,930
11,027
117,000
106,000
206,000
310,500
261,379
151,419
22,507
22,534
27,629
51,208
22,500
966,491
989,789
1,010,146
1,041,533
1,021,689
1,000,738
170,990
163,994
151,759
151,984
137,887
127,761
Three Months Ended
March 31,
Years Ended December 31,
2007
2006
2006
2005
2004
2003
2002
(Unaudited)
(In thousands)
(Unaudited)
(Unaudited)
$
15,502
$
16,105
$
64,867
$
66,302
$
58,851
$
59,345
$
72,028
7,244
6,409
28,406
24,234
18,272
21,949
32,695
8,258
9,696
36,461
42,068
40,579
37,396
39,333
440
150
235
1,629
410
(170
)
7,818
9,546
36,226
40,439
40,169
37,396
39,503
5,602
1,129
4,600
4,354
5,401
5,316
5,195
6,026
5,645
23,818
21,258
19,536
18,869
26,818
7,394
5,030
17,008
23,535
26,034
23,843
17,880
2,701
1,850
6,166
10,376
9,668
8,830
6,478
$
4,693
$
3,180
$
10,842
$
13,159
$
16,366
$
15,013
$
11,402
At or For the Three
Months Ended
March 31,
At or For the Years Ended December 31,
2007
2006
2006
2005
2004
2003
2002
1.48
%
0.93
%
0.80
%
0.88
%
1.13
%
1.05
%
0.92
%
11.53
%
8.48
%
7.01
%
8.63
%
11.34
%
11.27
%
8.98
%
2.21
%
2.60
%
2.40
%
2.67
%
2.71
%
2.57
%
2.93
%
2.72
%
2.95
%
2.81
%
2.94
%
2.91
%
2.76
%
3.36
%
43.48
%
52.15
%
58.01
%
45.79
%
42.49
%
44.18
%
60.23
%
1.90
%
1.65
%
1.77
%
1.42
%
1.35
%
1.32
%
2.16
%
121.46
%
118.00
%
118.89
%
115.69
%
115.25
%
111.90
%
114.96
%
12.84
%
10.99
%
11.47
%
10.21
%
9.97
%
9.30
%
10.24
%
0.69
%
0.25
%
0.55
%
0.15
%
0.15
%
0.27
%
0.15
%
2.07
%
0.84
%
1.74
%
0.53
%
0.72
%
1.40
%
0.66
%
61.57
%
146.30
%
70.70
%
232.88
%
136.58
%
69.50
%
138.73
%
1.28
%
1.23
%
1.23
%
1.24
%
0.99
%
0.98
%
0.91
%
25.60
%
23.58
%
25.03
%
23.72
%
23.81
%
22.69
%
16.56
%
24.76
%
22.83
%
24.25
%
22.97
%
23.27
%
22.18
%
15.81
%
12.85
%
11.20
%
12.38
%
10.62
%
9.15
%
8.34
%
7.31
%
17
19
19
19
19
19
19
203
205
208
201
199
196
187
(1)
Ratios for the three months ended March 31, 2007 and 2006 are annualized.
(2)
The average interest rate spread represents the difference between the weighted-average yield
on interest-earning assets and the weighted- average cost of interest-bearing liabilities for
the period.
(3)
The net interest margin represents net interest income as a percent of average
interest-earning assets for the period.
(4)
The efficiency ratio represents non-interest expense divided by the sum of net interest
income and non-interest income.
statements of our goals, intentions and expectations;
statements regarding our business plans and prospects and growth and
operating strategies;
statements regarding the asset quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.
significantly increased competition among depository and other financial
institutions;
inflation and changes in the interest rate environment that reduce our
interest margins or reduce the fair value of financial instruments;
general economic conditions, either nationally or in our market areas,
that are worse than expected;
adverse changes in the securities markets;
legislative or regulatory changes that adversely affect our business;
our ability to enter new markets successfully and take advantage of growth
opportunities, and the possible short-term dilutive effect of potential acquisitions or
de novo
branches, if any;
changes in consumer spending, borrowing and savings habits;
changes in accounting policies and practices, as may be adopted by bank
regulatory agencies and the Financial Accounting Standards Board;
inability of third-party providers to perform their obligations to us; and
changes in our organization, compensation and benefit plans.
13,760,344 Shares
16,188,640 Shares at
18,616,936 Shares at
21,409,476 Shares
at Minimum of
Midpoint of
Maximum of
at Adjusted Maximum
Offering Range
Offering Range
Offering Range
of Offering Range (1)
Percent of
Percent of
Percent of
Percent of
Net
Net
Net
Net
Amount
Proceeds
Amount
Proceeds
Amount
Proceeds
Amount
Proceeds
(Dollars in Thousands)
$
137,603
$
161,886
$
186,169
$
214,095
1,625
1,625
1,625
1,625
967
1,143
1,320
1,523
135,011
100.00
%
159,118
100.00
%
183,224
100.00
%
210,947
100.00
%
(67,506
)
(50.00
)
(79,559
)
(50.00
)
(91,612
)
(50.00
)
(105,474
)
(50.00
)
(12,544
)
(9.29
)
(14,758
)
(9.27
)
(16,972
)
(9.26
)
(19,517
)
(9.25
)
(3,000
)
(2.22
)
(3,000
)
(1.89
)
(3,000
)
(1.64
)
(3,000
)
(1.42
)
$
51,961
38.49
%
$
61,801
38.84
%
$
71,640
39.10
%
$
82,956
39.33
%
(1)
As adjusted to give effect to an increase in the number of shares of common stock outstanding
after the stock offering which could occur due to an increase in the maximum of the
independent valuation as a result of regulatory considerations, demand for the shares, or
changes in market conditions or general economic conditions following the commencement of the
stock offering.
to finance the purchase of shares of common stock in the stock offering by
the employee stock ownership plan;
to contribute $3.0 million to the charitable foundation;
to invest in securities;
to deposit funds in Northfield Bank;
to repurchase its shares of common stock;
to pay dividends to our stockholders;
to finance acquisitions of financial institutions or branches and other
financial services businesses, although no material transactions are being considered
at this time; and
for general corporate purposes.
to expand its retail banking franchise by establishing
de novo
branches,
by acquiring existing branches, or by acquiring other financial institutions or other
financial services companies, although no material acquisitions are specifically being
considered at this time;
to fund new loans;
to support new products and services;
to invest in securities; and
for general corporate purposes.
Pro Forma at March 31, 2007, Based Upon the Sale of
13,760,344 Shares
16,188,640 Shares at
18,616,936 Shares at
21,409,476 Shares
Historical at
at Minimum of
Midpoint of
Maximum of
at Adjusted Maximum
March 31, 2007
Offering Range
Offering Range
Offering Range
of Offering Range (1)
Percent
Percent
Percent
Percent
Percent
of
of
of
of
of
Amount
Assets (2)
Amount
Assets (2)
Amount
Assets (2)
Amount
Assets (2)
Amount
Assets (2)
(Dollars in Thousands)
$
170,990
13.23
%
$
219,680
16.37
%
$
228,412
16.92
%
$
237,144
17.45
%
$
247,188
18.05
%
$
165,552
12.85
%
$
214,242
16.02
%
$
222,974
16.57
%
$
231,706
17.10
%
$
241,750
17.71
%
19,327
1.50
20,058
1.50
20,189
1.50
20,320
1.50
20,470
1.50
$
146,225
11.35
%
$
194,184
14.52
%
$
202,785
15.07
%
$
211,386
15.60
%
$
221,280
16.21
%
$
165,552
12.85
%
$
214,242
16.02
%
$
222,974
16.57
%
$
231,706
17.10
%
$
241,750
17.71
%
51,539
4.00
53,487
4.00
53,836
4.00
54,186
4.00
54,587
4.00
$
114,013
8.85
%
$
160,755
12.02
%
$
169,138
12.57
%
$
177,520
13.10
%
$
187,163
13.71
%
$
165,552
24.76
%
$
214,242
31.58
%
$
222,974
32.78
%
$
231,706
33.98
%
$
241,750
35.35
%
26,747
4.00
27,136
4.00
27,206
4.00
27,276
4.00
27,356
4.00
$
138,805
20.76
%
$
187,106
27.58
%
$
195,768
28.78
%
$
204,430
29.98
%
$
214,394
31.35
%
$
171,189
25.60
%
$
219,879
32.41
%
$
228,611
33.61
%
$
237,343
34.81
%
$
247,387
36.17
%
53,494
8.00
54,273
8.00
54,413
8.00
54,552
8.00
54,713
8.00
$
117,695
17.60
%
$
165,606
24.41
%
$
174,198
25.61
%
$
182,791
26.81
%
$
192,674
28.17
%
$
67,506
$
79,559
$
91,612
$
105,474
(12,544
)
(14,758
)
(16,972
)
(19,517
)
(6,272
)
(7,379
)
(8,486
)
(9,759
)
$
48,690
$
57,422
$
66,154
$
76,198
(1)
As adjusted to give effect to an increase in the number of shares of common stock outstanding
after the stock offering which could occur due to an increase in the maximum of the
independent valuation as a result of changes in market conditions following the commencement
of the stock offering.
(2)
Based on pre-stock offering adjusted total assets of $1.3 billion for purposes of the
tangible and core capital requirements, and risk-weighted assets of $668.7 million for
purposes of the risk-based capital requirement.
(3)
Tangible capital levels are shown as a percentage of tangible assets. Core capital levels are
shown as a percentage of total adjusted assets. Risk-based capital levels are shown as a
percentage of risk-weighted assets.
(4)
Pro forma capital levels assume that we fund the stock-based benefit plans with purchases in
the open market of 1.96% of the outstanding shares of common stock following the stock
offering (including shares issued to Northfield Bank Foundation and to Northfield Bancorp,
MHC) at a price equal to the price for which the shares of common stock are sold in the stock
offering, and that the employee stock ownership plan purchases 3.92% of the shares of common
stock to be outstanding immediately following the stock offering (including shares issued to
Northfield Bank Foundation) with funds we lend. Northfield Banks pro forma regulatory
capital and capital under GAAP have been reduced by the amount required to fund both of these
plans and the cash contribution to Northfield Bank Foundation. See Management for a
discussion of the stock-based benefit plans and employee stock ownership plan. The Office of
Thrift Supervision has proposed amendments to its existing regulations regarding stock-based
benefit plans that would clarify that we may award shares of common stock under one or more
stock-based benefit plans in excess of 1.96% of our total outstanding shares if the
stock-based benefit plans are adopted more than one year following the stock offering,
provided shares used to fund the plans in excess of this amount are obtained through stock
repurchases. In the event the Office of Thrift Supervision adopts these regulations as
proposed, or otherwise changes its regulations or policies regarding stock-based benefit
plans, including any regulations or policies restricting the aggregate amount of awards, we
may increase the awards beyond current regulatory restrictions and beyond the amounts
reflected in this table.
(5)
The current core capital requirement for savings banks that receive the highest supervisory
rating for safety and soundness is 3% of total adjusted assets and 4% to 5% of total adjusted
assets for all other savings banks. See Supervision and RegulationFederal Banking
RegulationStandards for Safety and Soundness and Capital Requirements, respectively.
(6)
Assumes net proceeds are invested in assets that carry a 20% risk-weighting.
Pro Forma Consolidated Capitalization at March 31, 2007
Based Upon the Sale for $10.00 Per Share of
21,409,476
13,760,344
16,188,640
18,616,936
Shares at
Shares at
Shares at
Shares at
Adjusted
Historical
Minimum of
Midpoint of
Maximum of
Maximum of
Consolidated
Offering
Offering
Offering
Offering
Capitalization
Range
Range
Range
Range (1)
(Dollars in Thousands)
$
966,491
$
966,491
$
966,491
$
966,491
$
966,491
139,507
139,507
139,507
139,507
139,507
$
1,105,998
$
1,105,998
$
1,105,998
$
1,105,998
$
1,105,998
$
$
$
$
$
320
376
433
498
510
135,201
159,252
183,301
210,959
182,424
182,424
182,424
182,424
182,424
6,400
7,530
8,659
9,958
(5,640
)
(6,318
)
(6,995
)
(7,775
)
(12,544
)
(14,758
)
(16,972
)
(19,517
)
(6,272
)
(7,379
)
(8,486
)
(9,759
)
(11,944
)
(11,944
)
(11,944
)
(11,944
)
(11,944
)
$
170,990
$
287,945
$
309,183
$
330,420
$
354,844
32,000,800
37,648,000
43,295,200
49,789,479
17,600,440
20,706,400
23,812,360
27,384,214
13,760,344
16,188,640
18,616,936
21,409,476
640,016
752,960
865,904
995,789
13.23
%
20.42
%
21.60
%
22.75
%
24.03
%
(1)
As adjusted to give effect to an increase in the number of shares of common stock outstanding
after the stock offering which could occur due to an increase in the maximum of the
independent valuation as a result of changes in market conditions following the commencement
of the stock offering.
(2)
Does not reflect withdrawals from deposit accounts for the purchase of shares of common stock
in the stock offering. Such withdrawals would reduce pro forma deposits by the amount of such
withdrawals.
(3)
Includes securities sold under agreements to repurchase. See Business of Northfield
BankSources of FundsBorrowings.
(4)
The sum of the par value of the total shares outstanding and additional paid-in capital
equals the net stock offering proceeds plus the market value of the shares issued to the
charitable foundation at the offering price of $10.00 per share. No effect has been given to
the issuance of additional shares of common stock pursuant to stock options granted under one
or more stock-based benefit plans that we intend to adopt. The stock issuance plan permits us
to adopt one or more stock-based benefit plans, subject to stockholder approval, that may
award stock or stock options in an aggregate amount up to 25% of the number of shares of
common stock held by persons other than Northfield Bancorp, MHC. The stock-based benefit
plans will not be implemented for at least six months after the stock offering and until they
have been approved by our stockholders.
(5)
Represents the expense of the contribution to the charitable foundation based on a 40.0% tax
rate. The realization of the deferred tax benefit is limited annually to a maximum deduction
for charitable foundations equal to 10% of our annual taxable income, subject to our ability
to carry forward any unused portion of the deduction for five years following the year in
which the contribution is made.
(6)
Assumes that 3.92% of the shares of common stock to be outstanding immediately following the
stock offering (including shares issued to Northfield Bank Foundation) will be purchased by
the employee stock ownership plan with funds that we will lend. The shares of common stock
acquired by the employee stock ownership plan are reflected as a reduction of stockholders
equity. Northfield Bank will provide the funds to repay the employee stock ownership plan
loan. See ManagementBenefit Plans.
(7)
Assumes that subsequent to the stock offering, 1.96% of the outstanding shares of common
stock (including shares issued to Northfield Bank Foundation and to Northfield Bancorp, MHC)
are purchased (with funds we provide) by the stock-based benefit plans in the open market at a
price equal to the price for which the shares are sold in the stock offering. The shares of
common stock to be purchased by the stock-based benefit plan are reflected as a reduction of
stockholders equity. See Pro Forma Data and Management. The stock issuance plan permits
us to adopt one or more stock-based benefit plans that award stock or stock options, in an
aggregate amount up to 25% of the number of shares of common stock held by persons other than
Northfield Bancorp, MHC. The stock-based benefit plans will not be implemented for at least
six months after the stock offering and until they have been approved by stockholders. See
Pro Forma Data for a discussion of the potential dilutive impact of the award of shares
under these plans. The Office of Thrift Supervision has proposed amendments to its existing
regulations regarding stock-based benefit plans that would clarify that we may award shares of
common stock under one or more stock-based benefit plans in excess of 1.96% of our total
outstanding shares if the stock-based benefit plans are adopted more than one year following
the stock offering, and the shares used to fund the plans in excess of this amount are
obtained through stock repurchases. In the event the Office of Thrift Supervision adopts
these regulations as proposed, or otherwise changes its regulations or policies to permit
larger stock-based benefit plans, greater amounts of stock awards as compared to stock options
or faster acceleration of vesting of benefits, we may increase the awards beyond current
regulatory restrictions and beyond the amounts reflected in this table.
(8)
Historical total stockholders equity at March 31, 2007 equals GAAP capital.
(9)
We issued 100 shares of our common stock in connection with our organization in 2002. These
shares will continue to be outstanding following the stock offering.
we will sell all shares of common stock in the subscription offering;
our employee stock ownership plan will purchase 3.92% of the shares of
common stock to be outstanding upon the completion of the stock offering (including
shares issued to Northfield Bank Foundation) with a loan from Northfield Bancorp, Inc.
Northfield Banks total annual payment of the employee stock ownership plan debt is
based upon equal annual installments of principal and interest;
we will contribute $3.0 million in cash to the Northfield Bank Foundation;
expenses of the stock offering, other than fees to be paid to Sandler
ONeill & Partners, L.P., are estimated to be $1.6 million;
420,000 shares of common stock will be purchased by our executive officers
and directors, and their immediate families; and
Sandler ONeill & Partners, L.P. will receive a fee equal to 0.80% of the
aggregate purchase price of the shares sold in the stock offering, excluding any shares
purchased by any employee benefit plans, the charitable foundation and any of our
directors, officers or employees or members of their immediate families.
withdrawals from deposit accounts for the purpose of purchasing shares of
common stock in the stock offering;
our results of operations after the stock offering; or
changes in the market price of the shares of common stock after the stock offering.
At or For the Three Months Ended March 31, 2007
Based Upon the Sale at $10.00 Per Share of
21,409,476 Shares
13,760,344
16,188,640
18,616,936
at Adjusted
Shares at
Shares at
Shares at
Maximum of
Minimum of
Midpoint of
Maximum of
Offering
Offering Range
Offering Range
Offering Range
Range (1)
(Dollars in Thousands, Except Per Share Amounts)
$
137,603
$
161,886
$
186,169
$
214,095
6,400
7,530
8,659
9,958
$
144,003
$
169,416
$
194,828
$
224,053
$
137,603
$
161,886
$
186,169
$
214,095
(2,592
)
(2,768
)
(2,945
)
(3,148
)
135,011
159,118
183,224
210,947
(3,000
)
(3,000
)
(3,000
)
(3,000
)
(12,544
)
(14,758
)
(16,972
)
(19,517
)
(6,272
)
(7,379
)
(8,486
)
(9,759
)
$
113,195
$
133,981
$
154,766
$
178,671
$
4,693
$
4,693
$
4,693
$
4,693
832
985
1,138
1,313
(63
)
(74
)
(85
)
(98
)
(251
)
(295
)
(339
)
(390
)
(188
)
(221
)
(255
)
(293
)
$
5,023
$
5,088
$
5,152
$
5,225
$
0.15
$
0.13
$
0.11
$
0.10
0.03
0.03
0.03
0.03
(0.01
)
(0.01
)
(0.01
)
(0.01
)
(0.01
)
(0.01
)
(0.01
)
(0.01
)
$
0.16
$
0.14
$
0.12
$
0.11
15.63
x
17.86
x
20.83
x
22.73
x
30,756,823
36,184,497
41,612,172
47,853,997
$
170,990
$
170,990
$
170,990
$
170,990
135,011
159,118
183,224
210,947
6,400
7,530
8,659
9,958
(5,640
)
(6,318
)
(6,995
)
(7,775
)
(12,544
)
(14,758
)
(16,972
)
(19,517
)
(6,272
)
(7,379
)
(8,486
)
(9,759
)
$
287,945
$
309,183
$
330,420
$
354,844
At or For the Three Months Ended March 31, 2007
Based Upon the Sale at $10.00 Per Share of
21,409,476 Shares
13,760,344
at Adjusted
Shares at
16,188,640 Shares
18,616,936 Shares
Maximum of
Minimum of
at Midpoint of
at Maximum of
Offering
Offering Range
Offering Range
Offering Range
Range (1)
(Dollars in Thousands, Except Per Share Amounts)
$
5.35
$
4.54
$
3.95
$
3.44
4.22
4.23
4.23
4.24
0.20
0.20
0.20
0.20
(0.18
)
(0.17
)
(0.16
)
(0.16
)
(0.39
)
(0.39
)
(0.39
)
(0.39
)
(0.20
)
(0.20
)
(0.20
)
(0.20
)
$
9.00
$
8.21
$
7.63
$
7.13
111.11
%
121.80
%
131.06
%
140.25
%
32,000,800
37,648,000
43,295,200
49,789,479
2.00
%
2.00
%
2.00
%
2.00
%
43.00
%
43.00
%
43.00
%
43.00
%
55.00
%
55.00
%
55.00
%
55.00
%
(1)
As adjusted to give effect to an increase in the number of shares outstanding after the stock
offering, which could occur due to an increase in the maximum of the independent valuation as
a result of changes in market conditions following the commencement of the stock offering.
(2)
It is assumed that 3.92% of the shares to be outstanding upon completion of the stock
offering (including shares issued to Northfield Bank Foundation) will be purchased by the
employee stock ownership plan. For purposes of this table, funds used to acquire such shares
are assumed to have been borrowed from us by the employee stock ownership plan with a loan
with a 30-year term. The amount to be borrowed is reflected as a reduction of stockholders
equity. Northfield Bank intends to make annual contributions to the employee stock ownership
plan in an amount at least equal to the principal and interest requirement of the debt.
Northfield Banks total annual payment of the employee stock ownership plan debt is based upon
equal annual installments of principal and interest. The pro forma net income information
makes the following assumptions:
(i)
Northfield Banks contribution to the employee stock ownership plan was made at the end
of the period;
(ii)
10,454, 12,298, 14,143 and 16,265 shares at the minimum, midpoint, maximum and adjusted
maximum of the offering range, respectively were committed to be released during the three
months ended March 31, 2007, at an average fair value equal to the price for which the
shares are sold in the stock offering in accordance with Statement of Position (SOP)
93-6; and
(iii)
only the employee stock ownership plan shares committed to be released were considered
outstanding for purposes of the net income per share calculations.
(3)
Gives effect to one or more stock-based benefit plans expected to be adopted following the
stock offering. We have assumed that the plans acquire a number of shares of common stock
equal to 1.96% of the outstanding shares, including shares issued to Northfield Bank
Foundation and to Northfield Bancorp, MHC, through open market purchases at the beginning of
the period presented for a purchase price equal to the price for which the shares are sold in
the stock offering, and that 5% of the amount contributed was an amortized expense (based upon
a five-year vesting period) during the three months ended March 31, 2007. It is expected that
Northfield Bancorp, Inc. will contribute the funds used by the stock-based benefit plans to
purchase the shares. There can be no assurance that the actual purchase price of the shares
granted under the stock-based benefit plans will be equal to the $10.00 subscription price.
If shares are acquired from authorized but unissued shares of common stock or from treasury
shares, our stockholders ownership interest would be diluted by approximately 1.92%. The
effect on pro forma net income per share is not material.
The following table shows pro forma stockholders equity per share, assuming all the shares to
fund the stock awards are obtained from authorized but unissued shares.
21,409,476
Shares at
13,760,344
16,188,640
18,616,936
Adjusted
Shares at
Shares at
Shares at
Maximum of
Minimum of
Midpoint of
Maximum of
Offering
At March 31, 2007
Offering Range
Offering Range
Offering Range
Range
$
9.02
$
8.25
$
7.68
$
7.18
(4)
The Office of Thrift Supervision has proposed amendments to its existing regulations
regarding stock-based benefit plans that would clarify that we may grant options and award
shares of common stock under one or more stock-based benefit plans in excess of 4.90% and
1.96%, respectively, of our total outstanding shares if the stock-based benefit plans are
adopted more than one year following the stock offering, and shares used to fund the plans in
excess of the foregoing amounts are obtained through stock repurchases. In the event the
Office of Thrift Supervision adopts these regulations as proposed, or otherwise changes its
regulations or policies to permit larger stock-based benefit plans, greater amounts of stock
awards as compared to stock options or faster acceleration of vesting of benefits, we may
increase the awards beyond current regulatory restrictions and beyond the amounts reflected in
this table.
(5)
Gives effect to the granting of options pursuant to one or more stock-based benefit plans,
which are expected to be adopted by Northfield Bancorp, Inc. following the stock offering and
presented to stockholders for approval not earlier than six months after the completion of the
stock offering. We have assumed that options will be granted to acquire shares of common
stock equal to 4.90% of outstanding shares (including shares issued to Northfield Bancorp, MHC
and to Northfield Bank Foundation). In calculating the pro forma effect of the stock options,
it is assumed that the exercise price of the stock options and the trading price of the stock
at the date of grant were $10.00 per share, the estimated grant-date fair value pursuant to
the application of the Black-Scholes option pricing model was $3.20 for each option and the
aggregate grant-date fair value of the stock options was amortized to expense on a
straight-line basis over a five-year vesting period of the options. Under the above
assumptions, the adoption of the stock-based benefit plans will result in no additional shares
under the treasury stock method for purposes of calculating earnings per share. There can be
no assurance that the actual exercise price of the stock options will be equal to the $10.00
price per share. If a portion of the shares of common stock used to satisfy the exercise of
options under the stock-based benefit plans are obtained from the issuance of authorized but
unissued shares, our stockholders ownership interest would be diluted by up to 4.7%.
(6)
Does not give effect to the non-recurring expense that will be recognized during 2007 as a
result of the contribution to the charitable foundation. The following table shows the
estimated after-tax expense associated with the contribution to the charitable foundation, as
well as pro forma net income and pro forma net income per share assuming the contribution to
the charitable foundation had been expensed during the three months ended March 31, 2007.
21,409,476
Shares at
13,760,344
16,188,640
18,616,936
Adjusted
Shares at
Shares at
Shares at
Maximum of
For the Three Months
Minimum of
Midpoint of
Maximum of
Offering
Ended March 31, 2007
Offering Range
Offering Range
Offering Range
Range
(In thousands, except per share amounts)
$
(5,640
)
$
(6,318
)
$
(6,995
)
$
(7,775
)
(617
)
(1,230
)
(1,843
)
(2,550
)
(0.02
)
(0.03
)
(0.04
)
(0.05
)
The pro forma data assume that we will realize 100.0% of the income tax benefit as a result of
the contribution to the charitable foundation based on a 40.0% tax rate. The realization of the
tax benefit is limited annually to 10.0% of our annual taxable income. However, for federal and
state tax purposes, we can carry forward any unused portion of the deduction for five years
following the year in which the contribution is made.
(7)
Shares considered outstanding in calculating historical and pro forma net income per share is
calculated by taking total shares outstanding at each level of the offering range excluding
shares held by the employee stock ownership plan and, in accordance with SOP 93-6, adding back
employee stock ownership plan shares that are committed to be released, as follows:
21,409,476
Shares at
13,760,344
16,188,640
18,616,936
Adjusted
Shares at
Shares at
Shares at
Maximum of
For the Three Months
Minimum of
Midpoint of
Maximum of
Offering
Ended March 31, 2007
Offering Range
Offering Range
Offering Range
Range
32,000,800
37,648,000
43,295,200
49,789,479
(1,254,431
)
(1,475,801
)
(1,697,171
)
(1,951,747
)
10,454
12,298
14,143
16,265
30,756,823
36,184,497
41,612,172
47,853,997
(8)
The retained earnings of Northfield Bank will continue to be substantially restricted after
the stock offering. See Supervision and RegulationFederal Banking Regulation.
At or For the Year Ended December 31, 2006
Based Upon the Sale at $10.00 Per Share of
21,409,476 Shares
13,760,344
16,188,640
18,616,936
at Adjusted
Shares at
Shares at
Shares at
Maximum of
Minimum of
Midpoint of
Maximum of
Offering
Offering Range
Offering Range
Offering Range
Range (1)
(Dollars in Thousands, Except Per Share Amounts)
$
137,603
$
161,886
$
186,169
$
214,095
6,400
7,530
8,659
9,958
$
144,003
$
169,416
$
194,828
$
224,053
$
137,603
$
161,886
$
186,169
$
214,095
(2,592
)
(2,768
)
(2,945
)
(3,148
)
135,011
159,118
183,224
210,947
(3,000
)
(3,000
)
(3,000
)
(3,000
)
(12,544
)
(14,758
)
(16,972
)
(19,517
)
(6,272
)
(7,379
)
(8,486
)
(9,759
)
$
113,195
$
133,981
$
154,766
$
178,671
$
10,842
$
10,842
$
10,842
$
10,842
3,328
3,939
4,550
5,253
(251
)
(295
)
(339
)
(390
)
(1,004
)
(1,181
)
(1,358
)
(1,561
)
(753
)
(885
)
(1,018
)
(1,171
)
$
12,162
$
12,420
$
12,677
$
12,973
$
0.35
$
0.29
$
0.25
$
0.22
0.11
0.11
0.11
0.11
(0.01
)
(0.01
)
(0.01
)
(0.01
)
(0.03
)
(0.03
)
(0.03
)
(0.03
)
(0.02
)
(0.02
)
(0.02
)
(0.02
)
$
0.40
$
0.34
$
0.30
$
0.27
25.00
x
29.41
x
33.33
x
37.04
x
30,788,183
36,221,392
41,654,601
47,902,790
$
163,994
$
163,994
$
163,994
$
163,994
135,011
159,118
183,224
210,947
6,400
7,530
8,659
9,958
(5,640
)
(6,318
)
(6,995
)
(7,775
)
(12,544
)
(14,758
)
(16,972
)
(19,517
)
(6,272
)
(7,379
)
(8,486
)
(9,759
)
$
280,949
$
302,187
$
323,424
$
347,848
At or For the Year Ended December 31, 2006
Based Upon the Sale at $10.00 Per Share of
21,409,476 Shares
13,760,344
at Adjusted
Shares at
16,188,640 Shares
18,616,936 Shares
Maximum of
Minimum of
at Midpoint of
at Maximum of
Offering
Offering Range
Offering Range
Offering Range
Range (1)
(Dollars in Thousands, Except Per Share Amounts)
$
5.13
$
4.36
$
3.79
$
3.30
4.22
4.23
4.23
4.24
0.20
0.20
0.20
0.20
(0.18
)
(0.17
)
(0.16
)
(0.16
)
(0.39
)
(0.39
)
(0.39
)
(0.39
)
(0.20
)
(0.20
)
(0.20
)
(0.20
)
$
8.78
$
8.03
$
7.47
$
6.99
113.90
%
124.53
%
133.87
%
143.06
%
32,000,800
37,648,000
43,295,200
49,789,479
2.00
%
2.00
%
2.00
%
2.00
%
43.00
%
43.00
%
43.00
%
43.00
%
55.00
%
55.00
%
55.00
%
55.00
%
(1)
As adjusted to give effect to an increase in the number of shares outstanding after the stock
offering, which could occur due to an increase in the maximum of the independent valuation as
a result of changes in market conditions following the commencement of the stock offering.
(2)
It is assumed that 3.92% of the shares to be outstanding upon completion of the stock
offering (including shares issued to Northfield Bank Foundation) will be purchased by the
employee stock ownership plan. For purposes of this table, funds used to acquire such are
assumed to have been borrowed from us by the employee stock ownership plan with a loan with a
30-year term. The amount to be borrowed is reflected as a reduction of stockholders equity.
Northfield Bank intends to make annual contributions to the employee stock ownership plan in
an amount at least equal to the principal and interest requirement of the debt. Northfield
Banks total annual payment of the employee stock ownership plan debt is based upon equal
annual installments of principal and interest. The pro forma net income information makes the
following assumptions:
(i)
Northfield Banks contribution to the employee stock ownership plan was made at the end
of the period;
(ii)
41,814, 49,193, 56,572 and 65,058 shares at the minimum, midpoint, maximum and adjusted
maximum of the offering range, respectively were committed to be released during the year
ended December 31, 2006, at an average fair value equal to the price for which the shares
are sold in the stock offering in accordance with Statement of Position (SOP) 93-6; and
(iii)
only the employee stock ownership plan shares committed to be released were considered
outstanding for purposes of the net income per share calculations.
(3)
Gives effect to one or more stock-based benefit plans expected to be adopted following the
stock offering. We have assumed that the plans acquire a number of shares of common stock
equal to 1.96% of the outstanding shares, including shares issued to Northfield Bank
Foundation and to Northfield Bancorp, MHC, through open market purchases at the beginning of
the period presented for a purchase price equal to the price for which the shares are sold in
the stock offering, and that 20% of the amount contributed was an amortized expense (based
upon a five-year vesting period) during the year ended December 31, 2006. It is expected that
Northfield Bancorp, Inc. will contribute the funds used by the stock-based benefit plans to
purchase the shares. There can be no assurance that the actual purchase price of the shares
granted under the stock-based benefit plans will be equal to the $10.00 subscription price.
If shares are acquired from authorized but unissued shares of common stock or from treasury
shares, our stockholders ownership interest would be diluted by approximately 1.92%. The
effect on pro forma net income per share is not material.
The following table shows pro forma stockholders equity per share, assuming all the shares to
fund the stock awards are obtained from authorized but unissued shares.
21,409,476
Shares at
13,760,344
16,188,640
18,616,936
Adjusted
Shares at
Shares at
Shares at
Maximum of
Minimum of
Midpoint of
Maximum of
Offering
At December 31, 2006
Offering Range
Offering Range
Offering Range
Range
$
8.80
$
8.06
$
7.52
$
7.04
(continued from previous page)
(4)
The Office of Thrift Supervision has proposed amendments to its existing regulations
regarding stock-based benefit plans that would clarify that we may grant options and award
shares of common stock under one or more stock-based benefit plans in excess of 4.90% and
1.96%, respectively, of our total outstanding shares if the stock-based benefit plans are
adopted more than one year following the stock offering, and shares used to fund the plans in
excess of the foregoing amounts are obtained through stock repurchases. In the event the
Office of Thrift Supervision adopts these regulations as proposed, or otherwise changes its
regulations or policies to permit larger stock-based benefit plans, greater amounts of stock
awards as compared to stock options or faster acceleration of vesting of benefits, we may
increase the awards beyond current regulatory restrictions and beyond the amounts reflected in
this table.
(5)
Gives effect to the granting of options pursuant to one or more stock-based benefit plans,
which are expected to be adopted by Northfield Bancorp, Inc. following the stock offering and
presented to stockholders for approval not earlier than six months after the completion of the
stock offering. We have assumed that options will be granted to acquire shares of common
stock equal to 4.90% of outstanding shares (including shares issued to Northfield Bancorp, MHC
and to Northfield Bank Foundation). In calculating the pro forma effect of the stock options,
it is assumed that the exercise price of the stock options and the trading price of the stock
at the date of grant were $10.00 per share, the estimated grant-date fair value pursuant to
the application of the Black-Scholes option pricing model was $3.20 for each option and the
aggregate grant-date fair value of the stock options was amortized to expense on a
straight-line basis over a five-year vesting period of the options. Under the above
assumptions, the adoption of the stock-based benefit plans will result in no additional shares
under the treasury stock method for purposes of calculating earnings per share. There can be
no assurance that the actual exercise price of the stock options will be equal to the $10.00
price per share. If a portion of the shares of common stock used to satisfy the exercise of
options under the stock-based benefit plans are obtained from the issuance of authorized but
unissued shares, our stockholders ownership interest would be diluted by up to 4.7%.
(6)
Does not give effect to the non-recurring expense that will be recognized during 2007 as a
result of the contribution to the charitable foundation. The following table shows the
estimated after-tax expense associated with the contribution to the charitable foundation, as
well as pro forma net income and pro forma net income per share assuming the contribution to
the charitable foundation had been expensed during the year ended December 31, 2006.
21,409,476
Shares at
13,760,344
16,188,640
18,616,936
Adjusted
Shares at
Shares at
Shares at
Maximum of
For the Year
Minimum of
Midpoint of
Maximum of
Offering
Ended December 31, 2006
Offering Range
Offering Range
Offering Range
Range
(In thousands, except per share amounts)
$
(5,640
)
$
(6,318
)
$
(6,995
)
$
(7,775
)
6,522
6,102
5,682
5,198
0.21
0.17
0.14
0.11
The pro forma data assume that we will realize 100.0% of the income tax benefit as a result of
the contribution to the charitable foundation based on a 40.0% tax rate. The realization of the
tax benefit is limited annually to 10.0% of our annual taxable income. However, for federal and
state tax purposes, we can carry forward any unused portion of the deduction for five years
following the year in which the contribution is made.
(7)
Shares considered outstanding in calculating historical and pro forma net income per share is
calculated by taking total shares outstanding at each level of the offering range excluding
shares held by the employee stock ownership plan and, in accordance with SOP 93-6, adding back
employee stock ownership plan shares that are committed to be released, as follows:
21,409,476
Shares at
13,760,344
16,188,640
18,616,936
Adjusted
Shares at
Shares at
Shares at
Maximum of
For the Year
Minimum of
Midpoint of
Maximum of
Offering
Ended December 31, 2006
Offering Range
Offering Range
Offering Range
Range
32,000,800
37,648,000
43,295,200
49,789,479
(1,254,431
)
(1,475,801
)
(1,697,171
)
(1,951,747
)
41,814
49,193
56,572
65,058
30,788,183
36,221,392
41,654,601
47,902,790
(8)
The retained earnings of Northfield Bank will continue to be substantially restricted after
the stock offering. See Supervision and RegulationFederal Banking Regulation.
Minimum of Offering Range
Midpoint of Offering Range
Maximum of Offering Range
Adjusted Maximum of Offering Range
With
Without
With
Without
With
Without
With
Without
Foundation
Foundation
Foundation
Foundation
Foundation
Foundation
Foundation
Foundation
(Dollars in thousands, except per share amounts)
$
137,603
$
150,323
161,886
$
176,850
$
186,169
$
203,378
$
214,095
$
233,884
144,003
150,323
169,416
176,850
194,828
203,378
224,053
233,884
320,008
334,050
376,480
393,000
432,952
451,950
497,895
519,743
1,409,861
1,420,898
1,431,099
1,443,764
1,452,336
1,466,633
1,476,760
1,492,930
1,121,916
1,121,916
1,121,916
1,121,916
1,121,916
1,121,916
1,121,916
1,121,916
287,945
298,982
309,183
321,848
330,420
344,717
354,844
371,014
5,023
5,111
5,088
5,186
5,152
5,561
5,225
5,348
9.00
8.95
8.21
8.19
7.63
7.63
7.13
7.14
0.16
0.16
0.14
0.14
0.12
0.12
0.11
0.11
111.11
%
111.73
%
121.80
%
122.10
%
131.06
%
131.06
%
140.25
%
140.06
%
15.63
x
15.63
x
17.86
x
17.86
x
20.83
x
20.83
x
22.73
x
22.73
x
1.43
%
1.44
%
1.42
%
1.44
%
1.42
%
1.43
%
1.42
%
1.43
%
6.98
6.84
6.58
6.45
6.24
6.10
5.89
5.77
20.42
21.04
21.60
22.29
22.75
23.50
24.03
24.85
AND RESULTS OF OPERATIONS
The employee stock ownership plan will acquire 1,951,747 shares of common stock with
a $19.5 million loan that is expected to be repaid over 30 years, resulting in an
average annual pre-tax expense of approximately $651,000 (assuming that the common
stock maintains a value of $10.00 per share).
The stock-based benefit plans would grant options to purchase shares equal to 4.90%
of the total outstanding shares (including shares issued to Northfield Bancorp, MHC and
to Northfield Bank Foundation), or 2,439,684 shares, to eligible participants, which
would result in compensation expense over the vesting period of the options. Assuming
the market price of the common stock is $10.00 per share; the options are granted with
an exercise price of $10.00 per share; the dividend yield on the stock is 0%; the
expected option life is 7.5 years; the risk free interest rate is 4.54% (based on the
seven-year Treasury rate) and the volatility rate on the shares of common stock is
13.73% (based on an index of publicly traded mutual holding companies), the estimated
grant-date fair value of the options (and corresponding pre-tax expense to us) using a
Black-Scholes option pricing analysis is $3.20 per option granted. Assuming this value
is amortized over the five-year vesting period, the corresponding annual pre-tax
expense associated with the stock options would be approximately $1.6 million.
The stock-based benefit plans would award a number of shares of common stock equal
to 1.96% of the outstanding shares (including shares issued to Northfield Bancorp, MHC
and to Northfield Bank Foundation), or 975,873 shares, to eligible participants, which
would be expensed as the awards vest. Assuming that all shares are awarded under the
stock-based benefit plans at a price of $10.00 per share, and that the awards vest over
a five-year period, the corresponding annual pre-tax expense associated with shares
awarded under the stock-based benefit plans would be approximately $2.0 million.
Remaining a Community-Oriented Financial Institution
.
We were established
in 1887 and have been operating continuously since that time, growing through internal
growth and acquisitions, the latest being our acquisition of Liberty Bancorp, Inc.,
which occurred in 2002. We are committed to meeting the financial needs of the
communities in which we operate, and we are dedicated to providing quality personal
service to our customers. We provide a broad range of consumer and business financial
services from our main office and 17 additional branch offices.
Continuing our Recent Focus on Commercial Real Estate Lending and
Construction and Land Lending.
We intend to continue to increase our origination of
higher-yielding commercial real estate loans and construction and land development
loans. These loans generally are originated with adjustable interest rates and/or
shorter terms, which assists us in managing our interest rate risk. To support this
initiative we have hired four commercial lending officers since 2005, increased our
commercial lending profile through marketing, and more actively pursued commercial
deposit relationships. We originated $81.1 million of commercial real estate loans and
$23.2 million of construction and land loans during the year ended December 31, 2006.
At March 31, 2007 our commercial real estate loans totaled $229.2 million, or 53.6% of
total loans, compared to $207.7 million, or 50.8% of total loans at December 31, 2006,
and $165.7 million, or 42.7% of total loans at December 31, 2005. Our construction and
land loans totaled $52.5 million at March 31, 2007, and $52.1 million and $52.9 million
at December 31, 2006 and 2005, respectively. The additional capital raised in the
stock offering will increase our commercial lending capacity by enabling us to
originate more loans and loans with larger balances. Originating more commercial real
estate loans and construction and land loans exposes us to increased risks, as
discussed in the Risk Factors section of this prospectus.
Expanding our Branch Network.
We currently operate from 18 full-service
banking offices. We intend to evaluate new branch expansion opportunities, through
acquisitions and
de novo
branching, to expand our presence within and outside our
primary market area, including Brooklyn, New York and the State of New Jersey. In
addition, we intend to evaluate acquisitions of other financial institutions, as
opportunities present themselves. In conjunction with this expansion strategy, we may
dispose of underperforming or overlapping branches if appropriate.
Increasing our Origination of Home Equity Loans and Lines of Credit.
The
competition for conventional first mortgage loans in our market area is intense. In
the current inverted yield curve environment where short-term interest rates exceed
long-term rates, we intend to increase our emphasis on the origination of home equity
loans
and lines of credit, which typically have adjustable rates and shorter terms than
conventional first mortgage loans. Pricing of such loans remains competitive, but
the product type allows for greater flexibility in developing a pricing strategy.
Maintaining High Asset Quality.
We have emphasized maintaining strong
asset quality by following conservative underwriting guidelines, and primarily
originating loans secured by real estate. We will continue to emphasize high quality
assets as we expand our lending. Our non-performing assets at March 31, 2007 were $8.9
million, or 0.69% of total assets, compared to $7.1 million or 0.55% of total assets at
December 31, 2006, and $2.1 million or 0.15% of total assets at December 31, 2005.
Purchasing Investment Securities.
We invest in securities versus mortgage
loans depending on the relative returns available for each type of investment. The
additional capital raised in the offering will increase our ability to purchase
investment securities and, if opportunities exist, to borrow against our capital and
purchase additional investment securities, commonly referred to as leveraging, in an
effort to increase our return on equity. Leveraging can expose a company to greater
interest rate risk in a rising interest rate environment, and there can be no
assurances that a leveraging strategy would be successful in increasing our return on
equity.
For the Three Months Ended March 31,
At
2007
2006
March 31,
Average
Average
Average
Average
2007
Outstanding
Yield/
Outstanding
Yield/
Yield/ Rate
Balance
Interest
Rate (1)
Balance
Interest
Rate (1)
6.88
%
$
416,871
$
6,913
6.73
%
$
392,872
$
6,441
6.65
%
4.31
700,608
7,199
4.17
866,950
8,882
4.15
4.68
55,600
675
4.92
41,445
377
3.69
7.50
6,922
140
8.20
11,385
159
5.66
5.14
49,445
575
4.72
19,692
246
5.07
5.26
1,229,446
15,502
5.11
1,332,344
16,105
4.90
56,031
51,197
$
1,285,477
$
1,383,541
1.51
$
37,820
149
1.60
$
36,183
45
0.50
0.69
353,221
597
0.69
432,764
743
0.70
4.39
496,123
5,319
4.35
439,878
3,719
3.43
2.81
887,164
6,065
2.77
908,825
4,507
2.01
3.94
102,577
968
3.83
187,277
1,602
3.47
3.97
22,496
211
3.80
32,993
300
3.69
2.97
1,012,237
7,244
2.90
1,129,095
6,409
2.30
108,174
102,329
1,120,411
1,231,424
165,066
152,117
$
1,285,477
$
1,383,541
$
8,258
$
9,696
2.21
%
2.60
%
$
217,209
$
203,249
2.72
%
2.95
%
121.46
%
118.00
%
For the Years Ended December 31,
2006
2005
2004
Average
Average
Average
Average
Average
Average
Outstanding
Yield/
Outstanding
Yield/
Outstanding
Yield/
Balance
Interest
Rate
Balance
Interest
Rate
Balance
Interest
Rate
(Dollars in thousands)
$
407,068
$
27,522
6.76
%
$
366,677
$
22,926
6.25
%
$
271,075
$
15,048
5.55
%
799,244
32,764
4.10
993,266
40,733
4.10
1,003,489
40,238
4.01
51,883
2,397
4.62
44,510
1,727
3.88
60,727
2,525
4.16
9,582
592
6.18
14,091
648
4.60
14,318
259
1.81
30,435
1,592
5.23
14,230
268
1.88
45,271
781
1.73
1,298,212
64,867
5.00
1,432,774
66,302
4.63
1,394,880
58,851
4.22
49,564
61,021
52,004
$
1,347,776
$
1,493,795
$
1,446,884
$
37,454
349
0.93
$
38,782
205
0.53
$
40,447
223
0.55
398,852
2,788
0.70
488,109
3,289
0.67
494,676
3,239
0.65
474,313
18,797
3.96
409,932
10,857
2.65
388,674
7,603
1.96
910,619
21,934
2.41
936,823
14,351
1.53
923,797
11,065
1.20
154,855
5,501
3.55
241,563
8,311
3.44
262,823
6,840
2.60
26,441
971
3.67
60,086
1,572
2.62
23,714
367
1.55
1,091,915
28,406
2.60
1,238,472
24,234
1.96
1,210,334
18,272
1.51
101,250
102,860
92,250
1,193,165
1,341,332
1,302,584
154,611
152,463
144,300
$
1,347,776
$
1,493,795
$
1,446,884
$
36,461
$
42,068
$
40,579
2.40
%
2.67
%
2.71
%
$
206,297
$
194,302
$
184,546
2.81
%
2.94
%
2.91
%
118.89
%
115.69
%
115.25
%
(1)
Average yields and rates for the three months ended March 31, 2007 and 2006 are annualized.
(2)
Net interest rate spread represents the difference between the weighted average yield on
interest-earning assets and the weighted average cost of interest-bearing liabilities.
(3)
Net interest-earning assets represents total interest-earning assets less total
interest-bearing liabilities.
(4)
Net interest margin represents net interest income divided by average total interest-earning
assets.
Three Months Ended March 31,
Years Ended December 31,
Years Ended December 31,
2007 vs. 2006
2006 vs. 2005
2005 vs. 2004
Increase (Decrease)
Total
Increase (Decrease)
Total
Increase (Decrease)
Total
Due to
Increase
Due to
Increase
Due to
Increase
Volume
Rate
(Decrease)
Volume
Rate
(Decrease)
Volume
Rate
(Decrease)
(In thousands)
$
397
$
75
$
472
$
2,644
$
1,952
$
4,596
$
5,801
$
2,077
$
7,878
(1,709
)
26
(1,683
)
(7,954
)
(15
)
(7,969
)
(402
)
897
495
151
147
298
311
359
670
(638
)
(160
)
(798
)
133
(152
)
(19
)
763
(819
)
(56
)
(4
)
393
389
345
(16
)
329
517
807
1,324
(592
)
79
(513
)
(683
)
80
(603
)
(3,719
)
2,284
(1,435
)
4,165
3,286
7,451
2
102
104
(7
)
151
144
(9
)
(9
)
(18
)
(135
)
(11
)
(146
)
(630
)
129
(501
)
(42
)
92
50
517
1,083
1,600
1,909
6,031
7,940
436
2,818
3,254
384
1,174
1,558
1,272
6,311
7,583
385
2,901
3,286
(821
)
187
(634
)
(3,090
)
280
(2,810
)
(494
)
1,965
1,471
(99
)
10
(89
)
(2,153
)
1,552
(601
)
831
374
1,205
(536
)
1,371
835
(3,971
)
8,143
4,172
722
5,240
5,962
$
(147
)
$
(1,291
)
$
(1,438
)
$
252
$
(5,859
)
$
(5,607
)
$
3,443
$
(1,954
)
$
1,489
originating commercial real estate loans and multifamily loans that
generally tend to have shorter interest durations and generally reset at five years;
investing in shorter duration investment grade corporate securities and
mortgage-backed securities; and
obtaining general financing through lower cost deposits and longer-term
Federal Home Loan Bank advances and repurchase agreements.
Change in
NPV
Net Interest Income
Interest Rates
Increase (Decrease) in
Estimated
Increase (Decrease) in
(basis points)
Estimated
Estimated NPV
Net Interest
Estimated Net Interest Income
(1)
NPV (2)
Amount
Percent
Income
Amount
Percent
(Dollars in thousands)
+300
$
167,431
$
(52,689
)
(23.9
)%
$
30,254
$
(5,115
)
(14.5
)%
+200
184,139
(35,981
)
(16.3
)
31,992
(3,377
)
(9.5
)
+100
201,787
(18,333
)
(8.3
)
33,701
(1,668
)
(4.7
)
0
220,120
35,369
-100
236,145
16,025
7.3
36,480
1,111
3.1
-200
243,654
23,534
10.7
35,092
(277
)
(0.8
)
(1)
Assumes an instantaneous and sustained uniform change in interest rates at all
maturities.
(2)
NPV is the discounted present value of expected cash flows from interest-earning assets
and interest-bearing liabilities.
(i)
expected loan demand;
(ii)
expected deposit flows;
(iii)
yields available on interest-earning deposits and securities; and
(iv)
the objectives of our asset/liability management program.
Payments Due by Period
Less than
One to Three
Three to Five
More than
Contractual Obligations
One Year
Years
Years
Five Years
Total
(In thousands)
$
62,403
$
54,000
$
10,000
$
$
126,403
1,220
2,412
1,991
5,596
11,219
334
698
741
2,273
4,046
463,296
27,763
4,435
919
496,413
2,612
419
419
3,662
7,112
$
529,865
$
85,292
$
17,586
$
12,450
$
645,193
$
54,885
$
$
$
$
54,885
(1)
Includes Federal Home Loan Bank of New York advances, repurchase agreements and accrued
interest payable at December 31, 2006.
(2)
Consists of $2.4 million related to uncertain tax positions in accordance with Financial
Accounting Standards Board Staff FIN No. 48, Accounting for Uncertainty in Tax Positions,
described below in Recent Accounting Pronouncements, $2.0 million related to annual
supplemental retirement payments to be made to our former President and current director, and
$2.7 million related to deferred compensation arrangements with certain members of executive
management that are fully funded with trading securities.
The taxing authority has completed its examination procedures including
all appeals and administrative reviews that the taxing authority is required and
expected to perform for the tax position.
The enterprise does not intend to appeal or litigate any aspect of the tax
position included in the completed examination.
It is remote that the taxing authority would examine or re-examine any
aspect of the tax position, considering the taxing authoritys policy on re-opening
closed examinations and the specific facts and circumstances of the tax position.
At March 31,
At December 31,
2007
2006
2005
2004
2003
2002
Amount
Percent
Amount
Percent
Amount
Percent
Amount
Percent
Amount
Percent
Amount
Percent
(Dollars in thousands)
$
229,235
53.64
%
$
207,680
50.75
%
$
165,657
42.72
%
$
125,033
38.98
%
$
81,497
28.84
%
$
67,424
22.28
%
104,621
24.48
107,572
26.29
127,477
32.87
131,358
40.95
154,702
54.75
185,807
61.39
52,490
12.28
52,124
12.74
52,890
13.64
27,898
8.70
6,129
2.17
2,207
0.73
14,328
3.35
13,276
3.24
14,105
3.64
12,506
3.90
17,267
6.11
18,920
6.25
12,751
2.98
13,922
3.40
16,105
4.15
17,027
5.31
18,485
6.54
21,911
7.24
10,810
2.53
11,022
2.70
8,068
2.08
2,864
0.89
511
0.18
509
0.17
3,140
0.74
3,597
0.88
3,510
0.90
4,058
1.27
3,972
1.41
5,888
1.94
427,375
100.00
%
409,193
100.00
%
387,812
100.00
%
320,744
100.00
%
282,563
100.00
%
$
302,666
100.00
%
(84
)
(4
)
(345
)
(53
)
22
280
(5,456
)
(5,030
)
(4,795
)
(3,166
)
(2,755
)
(2,758
)
$
421,835
$
404,159
$
382,672
$
317,525
$
279,830
$
300,188
One- to Four-Family
Construction and Land
Commercial Real Estate Loans
Residential Mortgage Loans
Loans
Multifamily Loans
Weighted
Weighted
Weighted
Weighted
Amount
Average Rate
Amount
Average Rate
Amount
Average Rate
Amount
Average Rate
(Dollars in thousands)
$
4,953
10.11
%
$
579
8.94
%
$
35,070
9.10
%
$
%
1,414
9.32
712
6.25
13,481
8.70
690
11.49
619
6.63
9,077
7.12
1,137
6.13
128
7.79
8,710
6.94
15,977
5.81
623
6.21
602
7.03
17,662
6.66
31,599
5.27
642
6.00
1,254
6.44
165,174
6.71
56,949
5.82
2,308
5.55
11,292
6.48
$
207,680
6.85
%
$
107,572
5.68
%
$
52,124
8.77
%
$
13,276
6.51
%
Home Equity Loans and Lines
Commercial and Industrial
of Credit
Loans
Other Loans
Total
Weighted
Weighted
Weighted
Weighted
Amount
Average Rate
Amount
Average Rate
Amount
Average Rate
Amount
Average Rate
(Dollars in thousands)
$
845
8.25
%
$
4,479
8.95
%
$
3,493
5.30
%
$
49,419
8.90
%
133
5.95
1,007
9.23
15
4.75
16,762
8.65
73
8.59
1,564
9.14
3
10.25
2,949
9.15
2,261
8.43
2,536
6.82
26
5.36
15,165
7.19
3,139
6.84
1,436
7.47
52
8.57
30,539
6.35
2,920
6.45
8
11.00
54,085
5.82
4,551
8.62
240,274
6.51
$
13,922
7.68
$
11,022
8.32
%
$
3,597
5.36
%
$
409,193
6.83
%
Due After December 31, 2007
Fixed Rate
Adjustable Rate
Total
(In thousands)
$
26,434
$
176,293
$
202,727
65,798
41,195
106,993
6,677
10,377
17,054
1,158
12,118
13,276
4,649
8,428
13,077
4,383
2,160
6,543
77
27
104
$
109,176
$
250,598
$
359,774
At March 31,
At December 31,
2007
2006
2005
2004
2003
2002
(Dollars in thousands)
$
5,678
$
5,167
$
124
$
944
$
1,699
$
308
233
234
290
545
773
1,089
450
294
48
36
62
352
418
19
1,156
905
885
5
60
31
7,859
6,342
1,361
1,901
2,895
1,447
148
698
147
200
502
275
471
60
174
43
498
30
357
600
298
1,003
773
698
417
1,069
541
8,862
7,115
2,059
2,318
3,964
1,988
$
8,862
$
7,115
$
2,059
$
2,318
$
3,964
$
1,988
2.07
%
1.74
%
0.53
%
0.72
%
1.40
%
0.66
%
0.69
0.55
0.15
0.15
0.27
0.15
Loans Delinquent For
60-89 Days
90 Days and Over (1)
Total
Number
Amount
Number
Amount
Number
Amount
(Dollars in thousands)
1
$
424
6
$
5,254
7
$
5,678
1
84
2
233
3
317
4
952
4
952
1
294
1
294
3
519
3
519
1
10
2
30
3
40
4
$
812
17
$
6,988
21
$
7,800
3
$
2,873
2
$
2,294
5
$
5,167
2
234
2
234
2
562
2
275
4
837
1
36
1
36
1
498
1
498
1
3
1
3
6
$
3,438
8
$
3,337
14
$
6,775
$
1
$
124
1
$
124
2
71
3
988
5
1,059
1
6
2
56
3
62
4
63
4
63
7
$
140
6
$
1,168
13
$
1,308
3
$
1,347
$
3
$
1,347
3
228
5
545
8
773
1
225
6
187
7
412
3
9
50
417
53
426
10
$
1,809
61
$
1,149
71
$
2,958
5
$
1,349
7
$
1,847
12
$
3,196
4
728
8
920
12
1,648
1
5
9
592
10
597
1
5
1
5
18
517
60
600
78
1,117
28
$
2,599
85
$
3,964
113
$
6,563
$
3
$
308
3
$
308
6
654
14
844
20
1,498
5
62
5
62
7
56
51
329
58
385
13
$
710
73
$
1,543
86
$
2,253
(1)
Amounts included in nonperforming loans may not equal total loans delinquent 90 days or
more as loans that are less than 90 days delinquent may be on non-accrual status.
(1)
specific allowances established for impaired loans (generally defined as
non-accrual loans with an outstanding balance of $500,000 or greater). The amount of
impairment provided for as a specific allowance is represented by the deficiency, if
any, between the estimated fair value of the loan, or the underlying collateral, if the
loan is collateral and
the carrying value of the loan. Impaired loans for which the estimated fair value of
the loan or the fair value of the underlying collateral, if the loan is collateral
dependent exceeds the carrying value of the loan are not considered in establishing
specific allowances for loan losses.
(2)
general allowances are established for loan losses on a portfolio basis for
loans that do not meet the definition of impaired. The portfolio is grouped into
similar risk characteristics, primarily loan type, loan-to-value, if collateral
dependent, and delinquency status. We apply an estimated loss rate to each loan group.
The loss rates applied are based upon our loss experience adjusted, as appropriate,
for the environmental factors discussed below. This evaluation is inherently
subjective, as it requires material estimates that may be susceptible to significant
revisions based upon changes in economic and real estate market conditions. Actual
loan losses may be significantly more than the allowance for loan losses we have
established, which could have a material negative effect on our financial results.
changes in international, national, regional and local economic and
business conditions and developments that affect the collectibility of our portfolio,
including the condition of various market segments;
changes in the nature and volume of our portfolio and in the terms of
loans;
changes in the experience, ability and depth of lending management and
other relevant staff;
changes in the volume and severity of past due loans, the volume of
nonaccrual loans, and the volume and severity of adversely classified or graded loans;
changes in the quality of our loan review system;
changes in the value of underlying collateral for collateral-dependent loans;
the existence and effect of any concentrations of credit, and changes in
the level of such concentrations; and
the effect of other external factors such as competition and legal and
regulatory requirements on the level of estimated credit losses in our existing
portfolio.
At or For the
Three Months Ended
March 31,
At or For the Years Ended December 31,
2007
2006
2006
2005
2004
2003
2002
(Dollars in thousands)
$
5,030
$
4,795
$
4,795
$
3,166
$
2,755
$
2,758
$
3,040
(101
)
(14
)
(8
)
(11
)
(14
)
(8
)
(112
)
1
5
1
5
(14
)
1
(3
)
(112
)
440
150
235
1,629
410
(170
)
$
5,456
$
4,945
$
5,030
$
4,795
$
3,166
$
2,755
$
2,758
%
%
%
%
%
%
(0.05
%)
61.57
146.30
70.70
232.88
136.58
69.50
138.73
1.28
1.23
1.23
1.24
0.99
0.98
0.91
At December 31,
At March 31, 2007
2006
2005
Percent of
Percent of
Percent of
Loans in Each
Loans in Each
Loans in Each
Allowance for
Category to
Allowance for
Category to
Allowance for
Category to
Loan Losses
Total Loans
Loan Losses
Total Loans
Loan Losses
Total Loans
(Dollars in thousands)
$
2,707
53.64
%
$
2,421
50.75
%
$
1,624
42.72
%
201
24.48
189
26.29
319
32.87
1,312
12.28
1,303
12.74
1,848
13.64
122
3.35
113
3.24
71
3.64
46
2.98
46
3.40
81
4.15
1,003
2.53
891
2.70
849
2.08
37
0.74
25
0.88
3
0.90
5,428
100.00
%
4,988
100.00
%
4,795
100.00
%
28
42
$
5,456
$
5,030
$
4,795
At December 31,
2004
2003
2002
Percent of
Percent of
Percent of
Loans in Each
Loans in Each
Loans in Each
Allowance for
Category to
Allowance for
Category to
Allowance for
Category to
Loan Losses
Total Loans
Loan Losses
Total Loans
Loan Losses
Total Loans
(Dollars in thousands)
$
1,681
38.98
%
$
976
28.84
%
$
817
22.28
%
326
40.95
425
54.75
511
61.39
494
8.70
63
2.17
23
0.73
143
3.90
159
6.11
175
6.25
428
5.31
536
6.54
661
7.24
65
0.89
38
0.18
48
0.17
4
1.27
21
1.41
12
1.94
3,141
100.00
%
2,218
100.00
%
2,247
100.00
%
25
537
511
$
3,166
$
2,755
$
2,758
At December 31,
At March 31, 2007
2006
2005
2004
Amortized
Amortized
Amortized
Amortized
Cost
Fair Value
Cost
Fair Value
Cost
Fair Value
Cost
Fair Value
(In thousands)
$
1,235
$
1,199
$
1,240
$
1,203
$
1,258
$
1,222
$
1,275
$
1,275
10,623
10,649
11,494
11,485
15,425
15,531
21,172
21,993
12,635
12,154
13,430
12,825
18,147
17,320
27,634
27,407
5
6
5
6
11
12
13
15
6,054
6,131
$
24,498
$
24,008
$
26,169
$
25,519
$
34,841
$
34,085
$
56,148
$
56,821
At December 31,
At March 31, 2007
2006
2005
2004
Amortized
Amortized
Amortized
Amortized
Cost
Fair Value
Cost
Fair Value
Cost
Fair Value
Cost
Fair Value
(In thousands)
$
82,002
$
79,209
$
87,731
$
84,533
$
106,714
$
103,250
$
131,366
$
130,510
437,364
423,484
464,952
448,518
571,371
554,095
641,399
639,348
147,593
144,627
132,454
128,654
174,379
169,777
198,710
198,350
30,706
30,697
44,390
44,345
34,393
33,696
42,811
42,775
3,175
3,138
7,491
7,448
2,673
2,646
1,793
1,784
$
700,840
$
681,155
$
737,018
$
713,498
$
889,530
$
863,464
$
1,016,079
$
1,012,767
(1)
Consists of mutual funds.
More than One Year
More than Five Years
One Year or Less
through Five Years
through Ten Years
More than Ten Years
Total Securities
Weighted
Weighted
Weighted
Weighted
Weighted
Amortized
Average
Amortized
Average
Amortized
Average
Amortized
Average
Amortized
Average
Cost
Yield
Cost
Yield
Cost
Yield
Cost
Yield
Cost
Fair Value
Yield
(Dollars in thousands)
$
%
$
%
$
%
$
1,235
5.36
%
$
1,235
$
1,199
5.36
%
%
5
6.75
%
%
%
5
6
6.75
%
%
1,557
5.41
%
8,627
4.36
%
439
6.83
%
10,623
10,649
4.61
%
%
442
5.94
%
%
12,193
3.76
%
12,635
12,154
3.84
%
$
%
$
2,004
5.53
%
$
8,627
4.36
%
$
13,867
4.00
%
$
24,498
$
24,008
4.25
%
$
%
$
%
$
45,548
4.38
%
$
36,454
4.21
%
$
82,002
$
79,209
4.30
%
%
1,107
5.60
%
315,459
4.26
%
120,798
4.21
%
437,364
423,484
4.25
%
463
3.79
%
22,758
3.93
%
13,420
4.07
%
110,952
4.41
%
147,593
144,627
4.30
%
3,175
3.57
%
%
%
%
3,175
3,138
3.57
%
30,706
5.20
%
%
%
%
30,706
30,697
5.20
%
$
34,344
5.03%
$
23,865
4.01
%
$
374,427
4.27
%
$
268,204
4.29
%
$
700,840
$
681,155
4.31
%
For the Three Months Ended
For the Year Ended
March 31, 2007
December 31, 2006
Weighted
Weighted
Average
Average
Balance
Percent
Rate
Balance
Percent
Rate
(Dollars in thousands)
$
97,246
9.88
%
%
$
89,989
8.99
%
%
37,820
3.84
1.60
37,454
3.74
0.93
353,221
35.88
0.69
398,852
39.86
0.70
496,123
50.40
4.35
474,313
47.41
3.96
$
984,410
100.00
%
2.50
%
$
1,000,608
100.00
%
2.19
%
For the Years Ended December 31,
2005
2004
Weighted
Weighted
Average
Average
Balance
Percent
Rate
Balance
Percent
Rate
(Dollars in thousands)
$
91,956
8.94
%
%
$
80,556
8.02
%
%
38,782
3.77
0.53
40,447
4.03
0.55
488,109
47.44
0.67
494,676
49.25
0.65
409,932
39.85
2.65
388,674
38.70
1.96
$
1,028,779
100.00
%
1.39
%
$
1,004,353
100.00
%
1.10
%
At
March 31, 2007
(In thousands)
$
124,379
48,095
20,407
3,819
639
$
197,339
At March 31,
At December 31,
2007
2006
2005
2004
(In thousands)
$
892
$
1,237
$
11,757
$
236,829
16,128
21,831
170,869
99,524
161,408
127,505
179,947
31,506
224,139
248,164
66,263
20,682
89,182
97,533
2,160
2,593
143
8
636
60
$
491,749
$
496,413
$
431,004
$
391,830
Period to Maturity at March 31, 2007
Less Than
More Than
More Than
More Than
or Equal to
One to Two
Two to
Three to
More Than
a Year
Years
Three Years
Four Years
Four Years
Total
(In thousands)
$
871
$
1
$
$
$
$
872
13,556
1,721
851
16,128
125,964
27,770
6,029
1,399
246
161,408
203,926
12,661
3,325
1,924
2,323
224,159
81,483
6,331
725
643
89,182
$
425,800
$
48,484
$
10,930
$
3,323
$
3,212
$
491,749
At or For the Three Months
Ended March 31,
At or For the Years Ended December 31,
2007
2006
2006
2005
2004
(Dollars in thousands)
$
139,507
$
204,708
$
128,534
$
233,629
$
361,708
$
125,073
$
220,270
$
181,296
$
301,649
$
286,537
$
139,507
$
220,222
$
220,222
$
341,190
$
361,708
3.94
%
3.47
%
3.74
%
3.46
%
2.90
%
3.82
%
3.50
%
3.57
%
3.28
%
2.52
%
Monroe Township
1600 Perrineville Rd.
Monroe, New Jersey 08831
3/1/2024
New Dorp Shopping Center
2706 Hylan Blvd.
Staten Island, New York 10306
9/30/2010
Pathmark Shopping Mall
1351 Forest Ave.
Staten Island, New York 10302
10/21/2016
Forest Avenue Shoppers Town
1481 Forest Ave.
Staten Island, New York 10302
11/5/2016
Pleasant Plains
6420 Amboy Rd.
Staten Island, New York 10309
5/31/2032
Princes Bay
5775 Amboy Rd.
Staten Island, New York 10309
Rahway
1515 Irving St.
Rahway, New Jersey 07065
West Brighton
741 Castleton Ave.
Staten Island, New York 10310
12/31/2008
Winthrop Place (Operations Center)
38 Winthrop Pl.
Staten Island, New York 10314
the total capital distributions for the applicable calendar year exceed
the sum of the savings banks net income for that year to date plus the savings banks
retained net income for the preceding two years;
the savings bank would not be at least adequately capitalized following
the distribution;
the distribution would violate any applicable statute, regulation,
agreement or Office of Thrift Supervision-imposed condition; or
the savings bank is not eligible for expedited treatment of its filings.
the savings bank would be undercapitalized following the distribution;
the proposed capital distribution raises safety and soundness concerns; or
the capital distribution would violate a prohibition contained in any
statute, regulation or agreement.
(i)
be made on terms that are substantially the same as, and follow credit
underwriting procedures that are not less stringent than, those prevailing for
comparable transactions with unaffiliated persons and that do not involve more than the
normal risk of repayment or present other unfavorable features, and
(ii)
not exceed certain limitations on the amount of credit extended to such
persons, individually and in the aggregate, which limits are based, in part, on the
amount of Northfield Banks capital.
well-capitalized (at least 5% leverage capital, 6% Tier 1 risk-based
capital and 10% total risk-based capital);
adequately capitalized (at least 4% leverage capital, 4% Tier 1 risk-based
capital and 8% total risk-based capital);
undercapitalized (less than 8% total risk-based capital, 4% Tier 1
risk-based capital or 3% leverage capital);
significantly undercapitalized (less than 6% total risk-based capital, 3%
Tier 1 risk-based capital or 3% leverage capital); and
critically undercapitalized (less than 2% tangible capital).
Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;
Home Mortgage Disclosure Act, requiring financial institutions to provide
information to enable the public and public officials to determine whether a financial
institution is fulfilling its obligation to help meet the housing needs of the
community it serves;
Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed
or other prohibited factors in extending credit;
Fair Credit Reporting Act, governing the use and provision of information to credit
reporting agencies;
Fair Debt Collection Act, governing the manner in which consumer debts may be
collected by collection agencies; and
rules and regulations of the various federal agencies charged with the
responsibility of implementing such federal laws.
Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of
consumer financial records and prescribes procedures for complying with administrative
subpoenas of financial records;
Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern
automatic deposits to and withdrawals from deposit accounts and customers rights and
liabilities arising from the use of automated teller machines and other electronic
banking services;
Title III of The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (referred to as the USA
PATRIOT Act), which significantly expanded the responsibilities of financial
institutions, including savings and loan associations, in preventing the use of the
United States financial system to fund terrorist activities. Among other provisions,
the USA PATRIOT Act and the related regulations of the Office of Thrift Supervision
require savings banks operating in the United States to develop new anti-money
laundering compliance programs, due diligence policies and controls to ensure the
detection and reporting of money laundering. Such required compliance programs are
intended to supplement existing compliance requirements, also applicable to financial
institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control
Regulations; and
The Gramm-Leach-Bliley Act, which placed limitations on the sharing of consumer
financial information by financial institutions with unaffiliated third parties.
Specifically,
the Gramm-Leach-Bliley Act requires all financial institutions offering financial
products or services to retail customers to provide such customers with the
financial institutions privacy policy and provide such customers the opportunity to
opt out of the sharing of certain personal financial information with unaffiliated
third parties.
(i)
investing in the stock of a savings bank;
(ii)
acquiring a mutual association through the merger of such association into a
savings bank subsidiary of such holding company or an interim savings bank subsidiary
of such holding company;
(iii)
merging with or acquiring another holding company, one of whose subsidiaries
is a savings bank;
(iv)
investing in a corporation, the capital stock of which is available for
purchase by a savings bank under federal law or under the law of any state where the
subsidiary savings bank or association share their home offices;
(v)
furnishing or performing management services for a savings bank subsidiary of
such company;
(vi)
holding, managing or liquidating assets owned or acquired from a savings bank
subsidiary of such company;
(vii)
holding or managing properties used or occupied by a savings bank subsidiary
of such company;
(viii)
acting as trustee under deeds of trust;
(ix)
any other activity:
(A)
that the Federal Reserve Board, by regulation, has determined
to be permissible for bank holding companies under Section 4(c) of the Bank
Holding Company
Act of 1956, unless the Director, by regulation, prohibits or limits any
such activity for savings and loan holding companies; or
(B)
in which multiple savings and loan holding companies were
authorized (by regulation) to directly engage on March 5, 1987;
(x)
any activity permissible for financial holding companies under Section 4(k) of
the Bank Holding Company Act, including securities and insurance underwriting; and
(xi)
purchasing, holding, or disposing of stock acquired in connection with a
qualified stock issuance if the purchase of such stock by such savings and loan holding
company is approved by the Director. If a mutual holding company acquires or merges
with another holding company, the holding company acquired or the holding company
resulting from such merger or acquisition may only invest in assets and engage in
activities listed in (i) through (x) above, and has a period of two years to cease any
nonconforming activities and divest any nonconforming investments.
(i)
the approval of interstate supervisory acquisitions by savings and loan holding
companies; and
(ii)
the acquisition of a savings institution in another state if the laws of the
state of the target savings institution specifically permit such acquisition.
(i)
the waiver would not be detrimental to the safe and sound operation of the
subsidiary savings bank; and
(ii)
the mutual holding companys board of directors determines that such waiver is
consistent with such directors fiduciary duties to the mutual holding companys
members.
Directors
Age (1)
Position
Director Since
Term Expires
57
Chairman of the Board, President and Chief Executive Officer
1997
2008
73
Director
1982
2009
66
Director
2003
2010
50
Director
2003
2008
53
Director
2005
2010
50
Director
2002
2008
66
Director
1984
2010
65
Director
2001
2009
69
Director
1990
2009
62
Director
2006
2009
(1)
As of March 31, 2007.
Gil Chapman
John R. DePierro
Susan Lamberti
Patrick E. Scura, Jr.
Nominating and
Corporate Governance
Compensation
Audit
John R. DePierro*
Annette Catino*
Patrick E. Scura*
Annette Catino
Gil Chapman
Annette Catino
Susan Lamberti
John R. DePierro
Gil Chapman
Patrick E. Scura
Susan Lamberti
Number of Meetings:
Three
Five
Nine
*
Denotes committee chair as of April 1, 2007.
Name
Title
Age
Executive Vice President, Chief Lending Officer
49
Executive Vice President, Operations
47
Executive Vice President, Chief Financial
Officer (Principal Financial and Accounting
Officer)
41
Senior Vice President, Corporate Secretary,
Director of Human Resources
62
Name
Title
Chairman of the Board, President and Chief Executive Officer
Executive Vice President, Chief Lending Officer
Executive Vice President-Operations
Executive Vice President, Chief Financial Officer
Senior Vice President, Corporate Secretary
we operate in a highly regulated industry, we value industry-specific
experience that promotes a safe and sound operation of Northfield Bank;
we value executives with sufficient experience in our markets relating to
the behavior of our customers, products and investments in various phases of the
economic cycle;
we operate in interest rate and credit markets that are often volatile.
We value disciplined decision-making that respects our business plan but adapts quickly
to change; and
we value the retention and development of performing incumbent executives.
Recruitment of executives can have substantial monetary costs, unpredictable outcomes,
and a disruptive effect on our operations.
base salary, which is designed to provide a reasonable level of
predictable income commensurate with market standards of the position held; and
annual cash incentives, which are designed to motivate our executives to
meet or exceed annual performance objectives that are derived from our incentive plan.
a defined contribution 401(k) retirement and discretionary profit-sharing
plan;
medical coverage (all employees share between 20% to 30% of the cost,
depending on their elections);
pre-tax health and dependent care spending accounts; and
group life insurance coverage (death benefit capped at $750,000).
All Named Executive Officers may participate in a non-qualified deferred
compensation plan. The plan provides for benefits capped under Northfield Banks
broad-based
benefits due to Internal Revenue Service salary limitations or limitations due to
participation requirements under tax-qualified plans. The plan also permits
elective salary and incentive award deferrals;
Messrs. Doherty, Klein and Widmer receive a monthly automobile allowance
of $600;
All Named Executive Officers pay for and are provided with reimbursement
for long-term disability insurance coverage;
Messrs. Alexander, Doherty, Klein and Widmer are reimbursed for
appropriate spousal expenses for attendance at business events; and
Messrs. Alexander, Doherty, Klein and Widmer are provided a cellular phone
allowance of $60 per month for monthly business usage.
Base Salary:
The Committee set Mr. Alexanders base salary at $676,000
representing a 4.0% increase from his base salary in 2005. At this level, Mr.
Alexanders base salary represented approximately 80% of the target value of his total
cash compensation package, consistent with the Committees philosophy of emphasizing
the at-risk components of total cash compensation for executive officers.
Annual Incentive Cash Award:
Mr. Alexanders base award bonus target
for 2006 was established at 25% of his base salary for 2006. Mr. Alexander also had
individually-set performance objectives which were evaluated by the Committee in its
annual evaluation of Mr. Alexanders overall performance in 2006. As noted previously,
Mr. Alexander was not eligible to participate in the individual award program in 2006
due to award restrictions under New York State Banking rules for members of management
who also serve on the board of directors of a mutual savings bank.
Provident New York Bancorp
State Bancorp, Inc.
Sterling Financial Corporation
Suffolk Bancorp
The First of Long Island Corporation
TrustCo Bank Corp NY
Westfield Financial, Inc.
Base Salary
: The Committee first set the 2006 base salary for each Named
Executive Officer, within target dollar ranges contemplated by internal guidelines.
Salary increases for the Named Executive Officers represented increases of from 4% to 6% compared to
base salaries for 2005. At these levels, base salaries represented approximately
80% of the target value of each Named Executive Officers total cash compensation
package, consistent with the Committees philosophy of emphasizing the at-risk
components of total cash compensation for executive officers. 2006 base salary for
the Named Executive Officers was approved by the full board in December 2005.
Annual Incentive Cash Award:
The Named Executive Officers base award
bonus target for 2006 was established at 25% of their base salary for 2006. Messrs.
Klein, Doherty and Widmer also had individually-set performance objectives that were
evaluated by the Committee in their annual evaluation of each Named Executive Officers
performance. The additional individual performance awards were targeted at up to 10%
of base salary. The Committee completed its evaluation of each Named Executive
Officers performance related to Northfield Banks 2006 actual performance against the
company-wide performance measures after the close of the 2006 year. Based upon such
evaluation, the Compensation Committee recommended that each Named Executive Officer
receive a 25% base award. In addition, the Committee, in consultation with the Chief
Executive Officer, reviewed Messrs. Klein, Doherty, and Widmers actual performance as
compared to their established individually-set performance objectives. Based upon this
evaluation, the Committee recommended an individual award for Messrs. Klein, Doherty
and Widmer of $20,670, $21,200 and $17,620, respectively. Mr. Klein was awarded an
additional $20,670 in recognition of his specific contributions to the organization in
2006. The 2006 awards were approved by the full board of directors in May 2007.
Summary Compensation Table
Change in pension
Non-equity
value and
incentive
nonqualified
plan
deferred
All other
Name and principal
compensation
compensation
compensation
position
Year
Salary ($)
Bonus ($)
($)
earnings ($) (1)
($)(2)
Total ($)
Chairman of the
Board, President
and Chief Executive
Officer
2006
676,000
169,000
120,212
965,212
Executive Vice
President and Chief
Financial Officer
(Principal Financial
and Accounting Officer)
2006
206,700
20,670
72,345
28,388
328,103
Executive Vice
President-Chief
Lending Officer
2006
212,000
69,960
29,550
311,510
Executive Vice
President,
Operations
2006
176,200
100,000
137,670
27,749
441,619
Senior Vice
President-Corporate
Secretary
2006
156,000
39,000
16,181
211,181
Former President
(3)
2006
292,000
1,637,650
57,514
1,987,164
(1)
Amounts shown in the column headed Change in Pension Value and Nonqualified Deferred
Compensation Earnings pertain solely to a supplemental executive retirement agreement entered
into with Mr. Regen in 2006 to coincide with Mr. Regens retirement from Northfield Bancorp,
Inc. and Northfield Bank. Mr. Regen is entitled to 120 monthly payments of $17,450. The
amount included in the above table reflects the present value of the total payments to which
Mr. Regen was entitled as of the date of his retirement.
(2)
The individuals listed in this table participate in certain medical and dental coverage
plans, not disclosed in the Summary Compensation Table, that are generally available to
salaried employees and do not discriminate in scope, terms and operation. The amount shown for
each individual includes our direct out-of-pocket cost (reduced, in the case of the figures
shown for automobiles, by the amount that we would otherwise have paid in cash reimbursements
during the year for business use), for the following items:
Mr. Alexander
Mr. Klein
Mr. Doherty
Mr. Widmer
Ms. Frank
$
60,840
$
18,290
$
19,060
$
15,846
$
14,040
39,272
1,488
2,289
1,268
1,685
2,180
667
684
568
456
6,733
6,500
6,500
4,050
9,120
5,000
1,347
723
297
297
720
720
720
720
$
120,212
$
28,388
$
29,550
$
27,749
$
16,181
Prior to Mr. Regens retirement on September 30, 2006, he received the following amounts of All
Other Compensation: Employer contributions to qualified and non-qualified deferred compensation
plans (including 401(k) and non-qualified deferred compensation plans) $18,372; life insurance
premiums $2,430; automobile $2,202; club dues- $7,270; cell phone business reimbursement -
$540; and reimbursement for unused personal days $14,600. Mr.
Regens total also includes directors fees received after September
30, 2006 of $12,100
(3)
Mr. Regen retired as President of Northfield Bank and Northfield Bancorp, Inc. on September
30, 2006.
(i)
the failure to elect or reelect or to appoint or reappoint the executive to his
executive position, and in the case of Mr. Alexander, the failure to nominate or
re-nominate him as a director of Northfield Bank or Northfield Bancorp, Inc.;
(ii)
a material change in the nature or scope of the executives authority that
would cause the executives position to become one of lesser importance;
(iii)
a relocation of the executives principal place of employment by more than 30
miles from designated areas;
(iv)
a material reduction in the benefits and perquisites of executive, other than a
reduction in pay or benefits of all Northfield Bank employees;
(v)
the liquidation or dissolution of Northfield Bank or Northfield Bancorp, Inc.
that would affect the status of the executive; or
(vi)
a material breach of the employment agreement by Northfield Bank;
(A)
the executives earned but unpaid salary as of the date of his termination of
employment,
(B)
the benefits to which he is entitled as a former employee under the employee
benefit plans maintained by Northfield Bank or Northfield Bancorp, Inc.,
(C)
the remaining payments the executive would have earned if he had continued his
employment with Northfield Bank for 36 months following his termination and had earned
a bonus and/or incentive award in each year equal to the average bonus and/or incentive
award earned over the three calendar years preceding the year in which the executives
employment is terminated, and
(D)
the annual contributions or payments that would have been made on the
executives behalf to any employee benefit plans as if the executive had continued his
employment with Northfield Bank for 36 months following his termination of employment,
based on contributions or payments made (on an annualized basis) on his date of
termination.
(i)
Executives being convicted of a felony or any lesser criminal offense
involving moral turpitude;
(ii)
the willful commission by the Executive of a criminal or other act that, in the
judgment of the board of directors, would likely cause substantial economic damage to
Northfield Bancorp, Inc. or Northfield Bank or substantial injury to the business
reputation of Northfield Bancorp, Inc. or Northfield Bank;
(iii)
the commission by the Executive of any act of fraud in the performance of his
duties on behalf of Northfield Bancorp, Inc. or Northfield Bank or a material violation
of Northfield Bancorp Inc.s or Northfield Banks code of ethics;
(iv)
the continuing willful failure of the Executive to perform his duties to
Northfield Bancorp, Inc. or Northfield Bank (other than any such failure resulting from
the Executives incapacity due to physical or mental illness) after written notice
thereof has been given to Executive by the board of directors (specifying the
particulars thereof in reasonable detail) and Executive has been given a reasonable
opportunity to be heard and cure such failure; or
(v)
an order of a federal or state regulatory agency or a court of competent
jurisdiction requiring the termination of the Executives employment by Northfield
Bancorp, Inc. or Northfield Bank.
(i)
would be required to be reported in response to Item 5.01 of the current report
on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
Exchange Act); or
(ii)
a change in control shall be deemed to have occurred at such times as:
(a)
any person (as the term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than NSB Holding Corp., is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of Northfield Bancorp, Inc. representing 25% or
more of the combined voting power of Northfield Bancorp, Inc.s outstanding
securities except for any securities purchased by Northfield Banks employee
stock ownership plan or trust; or
(b)
individuals who constitute the board of directors of Northfield
Bancorp, Inc. (the Incumbent Board) cease for any reason to constitute at
least a majority thereof,
provided
that any person becoming a director
subsequent to such date whose election was approved by a vote of at least a
majority of the directors shall be, for purposes of this clause (b), considered
as though he were a member of the Incumbent Board; or
(c)
a plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of Northfield Bank or Northfield Bancorp, Inc. or
similar transaction in which Northfield Bank or Northfield Bancorp, Inc. is not
the surviving institution occurs; or
(d)
a proxy statement is distributed soliciting proxies from
stockholders of Northfield Bancorp, Inc., by someone other than the current
management of Northfield Bancorp, Inc., seeking stockholder approval of a plan
of reorganization, merger or consolidation of Northfield Bancorp, Inc. or
similar transaction with one or more corporations or financial institutions,
and as a result of such proxy solicitation, a plan of reorganization, merger,
consolidation or similar transaction involving Northfield Bancorp, Inc. is
approved by the requisite vote of Northfield Bancorp, Inc.s stockholders; or
(e)
a tender offer is made for 25% or more of the voting securities
of Northfield Bancorp, Inc. and the stockholders owning beneficially, or of
record, 25% or more of the outstanding securities of Northfield Bancorp, Inc.
have tendered or offered to sell their shares pursuant to such tender offer and
such tendered shares have been accepted by the tender offeror.
(i)
Northfield Bancorp, Inc. sells less than 50% of its outstanding common stock in
one or more stock offerings; or
(ii)
Northfield Bancorp, Inc. or NSB Holding Corp. converts to stock form by
reorganizing into the stock holding company structure.
Grants Of Plan-Based Awards For The Year Ended December 31, 2006
Estimated future payouts under non-equity incentive
plan awards
Name
Grant date
Threshold ($)
Target ($)
Maximum ($)
2/17/2006
169,000
169,000
2/17/2006
51,675
72,345
2/17/2006
53,000
74,200
12/31/2002
76,000
2/17/2006
44,050
61,670
2/17/2006
39,000
39,000
(1)
Mr. Regen retired on September 30, 2006 and was not eligible to participate in
our incentive plan as of December 31, 2006.
Nonqualified Deferred Compensation At And For The Year Ended December 31, 2006
Executive
Registrant
contributions in
contributions in
Aggregate
Aggregate
Aggregate balance
last fiscal year ($)
last fiscal year ($)
earnings in last
withdrawals/
at last fiscal year
Name
(1)
(1)
fiscal year ($) (1)
distributions ($)
end ($)
$
169,000
$
41,590
$
97,107
$
$
1,119,407
7,791
12,258
5,604
57,938
50
10,455
95,868
3,499
49,070
13,650
6,250
62,628
5,572
49,134
290,490
167,417
(1)
Contributions included in the Executive contributions in last fiscal year and the
Registrant contributions in last fiscal year columns are included as compensation for the
listed individuals in the Summary Compensation Table. Amounts included in the Aggregate
earnings in last fiscal year are not included as compensation for the listed individuals in
the Summary Compensation Table as such earnings are not preferential or above market.
Mr. Alexander
Mr. Klein
Mr. Doherty
Mr. Widmer
$
1,471,278
$
102,264
$
104,999
$
86,522
129,671
10,700
10,700
10,700
163,591
676,000
206,700
212,000
176,200
10,700
10,700
10,700
10,700
2,028,000
620,100
636,000
528,600
484,192
148,137
141,907
120,450
185,520
55,809
57,240
47,574
46,814
46,814
46,814
46,814
113,655
1,298
3,276
1,689
2,028,000
620,100
636,000
528,600
511,326
148,137
151,935
124,650
185,520
55,809
57,240
47,574
46,814
46,814
46,814
46,814
113,655
1,298
3,276
1,689
(1)
In the case of disability, Mr. Alexanders contract provides for supplemental salary
continuation until the earlier of: recovery from such disability, attaining age 65, or death.
The reported figure above assumes salary continuation until Mr. Alexander attains the age of
65. Mr. Klein, Mr. Doherty, and Mr. Widmer, receive salary continuation benefits for one-year
following such disability. The supplemental salary continuation contract benefit seeks to
provide the executive with his base salary in the first year following disability, reduced by
any assumed short-term or long-term disability insurance benefits provided under separate
insurance plans we maintain. Mr. Alexanders contract provides for second year benefits and
for every year thereafter, equal to 66 2/3% of his base salary. Such amounts due under the
contracts are reduced by any assumed short-term or long-term disability insurance benefits
provided under separate insurance plans we maintain on a tax-equivalent basis (assuming a 38%
tax rate), if such short-term or long-term disability benefits are excludable for federal
income tax purposes. Supplemental salary continuation benefits have been discounted at an
annual compounding rate of 4.50% for Mr. Alexander. The figures presented for Mr. Klein, Mr.
Doherty, and Mr. Widmer are presented without discount.
(2)
Mr. Alexanders contract provides for medical, dental, and other health benefits to him and
his family, at no cost to him, until Mr. Alexander recovers from such disability, or Mr.
Alexander attains the age of 65. Mr. Kleins, Mr. Dohertys, and Mr. Widmers contracts
provide for one year of medical, dental, and other health benefits at the same terms,
including cost sharing by the executive, as provided to the executive prior to his disability.
The reported figure for Mr. Alexander reflects the estimated present value of the future
premium cost of such benefits, calculated utilizing substantially the same health care cost
increase assumptions we use in measuring our liability for such benefits for financial
statement purposes under Statement of Financial Account Standards No. 106, Employers
Accounting for Postretirement Benefits Other Than Pensions (SFAS 106). For purposes of this
presentation, the estimated future costs were discounted at a 4.50% annual compounding rate.
The figures presented for Mr. Klein, Mr. Doherty, and Mr. Widmer are presented without
discount.
(3)
Mr. Alexanders contact provides for life insurance continuation benefits. Mr. Alexander
receives an annual reimbursement for a whole-life policy premium through 2011 in the amount
$35,660. In addition, the contract provides for the continuation of group life insurance until
the earlier of: recovery from such disability or Mr. Alexander attains the age of 65. The
reported figure in the table assumes that group term life insurance benefits will continues
until Mr. Alexander attains the age of 65, with an assumed annual cost increase of 4% and a
present value discount rate of 4.50% annual compounding rate. The agreement in effect for Mr.
Alexander provides for salary continuation at his base salary for the first year after such
disability and 66 and two-thirds percent (66 2/3%) of his base salary after the first year.
Such payments continue until Mr. Alexanders death, recovery from such disability, or the date
the executive attains age 65. The figures shown assume any amounts owed to Mr. Alexander will
be reduced by applicable short-term and long-payment disability payments received from
insurance carriers without discount for present value. Mr. Klein and Mr. Doherty, and Mr.
Widmer are provided a salary continuation for the first year after such disability. The
figures shown assume any amounts owed will be reduced by
applicable short-term and long-payment disability payments received from insurance carriers
without discount for present value.
(4)
Each of the agreements provides for a lump-sum death benefit equal to one-year of base salary
for each executive. The contracts also provide for the continuation of medical, dental, and
other health benefits to the executives family for a period of one-year at the same terms and
cost to the executive immediately prior to his death.
(5)
Each of the agreements provides for the lump-sum payment of: three times base salary; three
times the average annual bonus/and or incentive award for three years prior to the year of
termination; and the retirement contributions or payments that we would have made on the
executives behalf, as if the executive had continued his employment for a 36-month period,
based on contributions or payments made (on an annualized basis) at the date of termination.
Each of the agreements limits the total payments to an executive to an amount that is one
dollar less three times the executives base amount as defined in Section 280(G) of the
Internal Revenue Code. The figures presented in the table are presented without the reduction
required to satisfy this limitation.
(6)
Each agreement provides for medical, dental, and other health benefits to the executive and
his family, at no cost to the executive for a period of 36 months from the date of
termination. The reported figures reflect the estimated present value of the future premium
cost of such benefits, calculated utilizing substantially the same health care cost increase
assumptions we used in measuring our liability for such benefits for financial statement
purposes under SFAS 106. For purposes of this presentation, the estimated future costs were
discounted at a 4.50% annual compounding rate.
(7)
Each agreement provides for life insurance benefits to the executive and his family, at no
cost to the executive for a period of 36 months from the date of termination. Mr. Alexander
receives an annual reimbursement of $35,660 for a whole-life insurance policy. Mr. Alexander,
Mr. Klein, Mr. Doherty, and Mr. Widmer also participate in our group life insurance plan. The
reported figures in the table assume that the reimbursement to Mr. Alexander for his
whole-life insurance policy will continue for a period of three years. The reported figures
also include the estimated costs of group term life insurance benefits for Mr. Alexander, Mr.
Klein, Mr. Doherty, and Mr. Widmer for a three year period with an assumed annual cost
increase of 4% and a present value discount rate of 4.50% compounded annually.
(8)
Under each of the agreements, amounts payable under a change in control are identical to
those payable for Discharge Without Cause or Resignation With Good Reason no Change in
Control except that payments pertaining to bonus and/or incentive awards are based upon the
highest annual bonus and/or incentive award earned in any of the three years preceding the
year in which the termination occurs.
Director Compensation Table For the Year Ended December 31, 2006
Fees earned or paid in
Name
cash ($)
Total ($)
59,300
59,300
61,850
61,850
78,500
78,500
64,700
64,700
58,150
58,150
71,750
71,750
64,750
64,750
66,800
66,800
(1)
During 2006, Messrs. Applebaum and Mr. Connors provided legal services to or for the
benefit of Northfield Bank. See Transactions With Certain Related Persons for a
discussion of fees received for legal services provided in 2006.
(2)
During 2006, Mr. Bowen provided consulting services to Northfield Bank under a
consulting contract that was entered into in connection with the 2002 acquisition of
Liberty Bancorp, Inc. and Liberty Bank. See Transactions With Certain Related
Persons for a discussion of fees received for consulting services provided in 2006.
Nominating and
Board of
Corporate
Compensation
Directors
Governance
Committee
Audit Committee
$
30,000
$
3,000
$
4,000
$
6,000
$
1,250
$
850
$
850
$
1,250
non-employee directors in the aggregate may not receive more than 30% of
the options and awards authorized under the plans;
any one non-employee director may not receive more than 5% of the options
and stock awards authorized under the plans;
any officer or employee may not receive more than 25% of the options or
stock awards authorized under the plans;
the options and awards may not vest more rapidly than 20% per year,
beginning on the first anniversary of stockholder approval of the plans; and
accelerated vesting of awards is not permitted except for death,
disability or upon a change in control of Northfield Bank or Northfield Bancorp, Inc.
Aggregate
Percent at
Number of
Purchase
Midpoint of
Name and Title
Shares
Price (1)
Offering Range
$
%
$
%
*
Less than 0.1%.
(1)
Includes purchases by the individuals spouse and other relatives of the named individual
living in the same household. The above named individuals are not aware of any other
purchases by a person who, or entity that would be considered an associate of the named
individuals under the stock issuance plan.
(i)
$250,000 of common stock (25,000 shares);
(ii)
one-tenth of one percent of the total offering of shares of common stock; or
(iii)
15 times the product, rounded down to the nearest whole number, obtained by
multiplying the total number of shares of common stock to be sold in the stock offering
by a fraction, the numerator of which is the amount of the qualifying deposits of the
eligible account holder and the denominator is the total amount of qualifying deposits
of all eligible account holders.
(i)
$250,000 of common stock (25,000 shares);
(ii)
one-tenth of one percent of the total offering of shares of common stock; or
(iii)
15 times the product, rounded down to the nearest whole number, obtained by
multiplying the total number of shares of common stock to be sold in the stock offering
by a fraction, the numerator of which is the amount of qualifying deposits of the
supplemental eligible account holder and the denominator is the total amount of
qualifying deposits of all supplemental eligible account holders.
(i)
$250,000 of common stock (25,000 shares);
(ii)
one-tenth of one percent of the total offering of shares of common stock; or
(iii)
15 times the product, rounded down to the nearest whole number, obtained by
multiplying the total number of shares of common stock to be sold in the stock offering
by a fraction, the numerator of which is the amount of qualifying deposits of the Other
Members and the denominator of which is the total amount of qualifying deposits of all
Other Members.
A.
The aggregate amount of outstanding shares of our common stock owned or
controlled by persons other than Northfield Bancorp, MHC at the close of the stock
offering shall be less than 50% of our total outstanding shares of common stock.
B.
The maximum purchase of shares of common stock in the subscription offering by
a person, through one or more individual and/or joint deposit accounts is $250,000.
The maximum purchase of shares of common stock in the subscription offering by a group
of persons through a single deposit account is $250,000. No person by himself, or with
an associate or group of persons acting in concert, may purchase more than $500,000 of
the common stock offered in the stock offering, except that:
(i)
we may, in our sole discretion and without further notice to or
solicitation of subscribers or other prospective purchasers, increase such
maximum purchase limitation to 5% of the number of shares offered in the stock
offering;
(ii)
our tax-qualified employee plans may purchase up to 4.9% of the
shares of common stock to be outstanding immediately following the completion
of the stock offering; and
(iii)
shares to be held by any of our tax-qualified employee plans
and attributable to a person shall not be aggregated with other shares
purchased directly by or otherwise attributable to such person.
C.
The aggregate amount of shares of common stock acquired in the stock offering,
plus all prior issuances by Northfield Bancorp, Inc., by any of our non-tax-qualified
employee plans or any of our officers or directors and his or her associates, exclusive
of any shares of common stock acquired by such plan or management person and his or her
associates in the secondary market, shall not exceed 4.9% of our outstanding shares of
common stock at the conclusion of the stock offering. In calculating the number of
shares held by any management person and his or her associates under this paragraph,
shares held by any tax-qualified employee plan or non-tax-qualified employee plan of
Northfield Bancorp, Inc. or Northfield Bank that are attributable to such person shall
not be counted.
D.
The aggregate amount of shares of common stock acquired in the stock offering,
plus all prior issuances by Northfield Bancorp, Inc., by any of our non-tax-qualified
employee plans or any of our officers or directors and his or her associates, exclusive
of any shares of common stock acquired by such plan or management person and his or her
associates in the secondary market, shall not exceed 4.9% of our stockholders equity
at the conclusion of the stock offering. In calculating the number of shares held by
any management person and his or her associates under this paragraph, shares held by
any tax-qualified employee plan or non-tax-qualified employee plan of Northfield
Bancorp, Inc. or Northfield Bank that are attributable to such person shall not be
counted.
E.
The aggregate amount of shares of common stock acquired in the stock offering,
plus all prior issuances by Northfield Bancorp, Inc., by any one or more of our
tax-qualified employee stock benefit plans, exclusive of any shares of common stock
acquired by such plans in the secondary market, shall not exceed 4.9% of our
outstanding shares of common stock at the conclusion of the stock offering.
F.
The aggregate amount of shares of common stock acquired in the stock offering,
plus all prior issuances by Northfield Bancorp, Inc., by any one or more of our
tax-qualified employee stock benefit plans, exclusive of any shares of common stock
acquired by such plans in the secondary market, shall not exceed 4.9% of our
stockholders equity at the conclusion of the stock offering.
G.
The aggregate amount of shares of common stock acquired in the stock offering,
plus all prior issuances by Northfield Bancorp, Inc., by all stock benefit plans of
Northfield Bancorp, Inc. or Northfield Bank, other than employee stock ownership plans,
shall not exceed 25% of our outstanding shares of common stock held by persons other
than Northfield Bancorp, MHC.
H.
The aggregate amount of shares of common stock acquired in the stock offering,
plus all prior issuances by Northfield Bancorp, Inc., by all non-tax-qualified employee
plans or our officers or directors and their associates, exclusive of any shares of
common stock acquired by such plans or management persons and their associates in the
secondary market, shall not exceed 25% of our outstanding shares of common stock held
by persons other than Northfield Bancorp, MHC at the conclusion of the stock offering.
In calculating the number of shares held by management persons and their associates
under
this paragraph, shares held by any of our tax-qualified employee plans or
non-tax-qualified employee plans that are attributable to such persons shall not be
counted.
I.
The aggregate amount of shares of common stock acquired in the stock offering,
plus all prior issuances by Northfield Bancorp, Inc., by all non-tax-qualified employee
stock benefit plans or management persons and their associates, exclusive of any shares
of common stock acquired by such plans or management persons and their associates in
the secondary market, shall not exceed 25% of our stockholders equity held by persons
other than Northfield Bancorp, MHC at the conclusion of the stock offering. In
calculating the number of shares held by management persons and their associates under
this paragraph, shares held by any of our tax-qualified employee plans or
non-tax-qualified employee plans that are attributable to such persons shall not be
counted.
J.
Notwithstanding any other provision of the stock issuance plan, no person shall
be entitled to purchase any shares of common stock to the extent such purchase would be
illegal under any federal law or state law or regulation or would violate regulations
or policies of the National Association of Securities Dealers, Inc., particularly those
regarding free riding and withholding. We and/or our agents may ask for an acceptable
legal opinion from any purchaser as to the legality of such purchase and may refuse to
honor any purchase order if such opinion is not timely furnished.
K.
Our board of directors has the right in its sole discretion to reject any order
submitted by a person whose representations our board of directors believes to be false
or who it otherwise believes, either alone or acting in concert with others, is
violating, circumventing, or intends to violate, evade or circumvent the terms and
conditions of the stock issuance plan.
L.
A minimum of 25 shares of common stock must be purchased by each person
purchasing shares in the stock offering to the extent those shares are available;
provided, however, that in the event the minimum number of shares of common stock
purchased times the price per share exceeds $500, then such minimum purchase
requirement shall be reduced to such number of shares which, when multiplied by the
price per share, shall not exceed $500, as determined by our board of directors.
any corporation or organization, other than Northfield Bancorp, MHC, NSB Holding
Corp., Northfield Bancorp, Inc. or Northfield Bank or a majority-owned subsidiary of
Northfield Bancorp, MHC, NSB Holding Corp., Northfield Bancorp, Inc. or Northfield
Bank, of which a person is a senior officer or partner, or beneficially owns, directly
or indirectly, 10% or more of any class of equity securities of the corporation or
organization;
any trust or other estate, if the person has a substantial beneficial interest in
the trust or estate or is a trustee or fiduciary of the estate. For purposes of Office
of Thrift Supervision Regulations Sections 563b.370, 563b.380, 563b.385, 563b.390 and
563b.505, a person who has a substantial beneficial interest in one of our
tax-qualified or
non-tax-qualified employee plans, or who is a trustee or fiduciary of the plan is
not an associate of the plan. For purposes of Section 563b.370 of the Office of
Thrift Supervision Regulations, our tax-qualified employee plans are not associates
of a person;
any person who is related by blood or marriage to such person and:
(i)
who lives in the same house as the person; or
(ii)
who is a director or senior officer of Northfield Bancorp, MHC,
Northfield Bancorp, Inc. or Northfield Bank or a subsidiary thereof; and
any person acting in concert with the persons or entities specified above.
knowing participation in a joint activity or interdependent conscious parallel
action towards a common goal, whether or not pursuant to an express agreement; or
a combination or pooling of voting or other interests in the securities of an issuer
for a common purpose pursuant to any contract, understanding, relationship, agreement
or other arrangement, whether written or otherwise.
(i)
Depositor A has multiple deposit accounts, each of which is registered in his
own name. No associate of or individual otherwise acting in concert with Depositor A
is purchasing shares of common stock in the subscription offering. Depositor A can
purchase a maximum of $250,000 of shares of common stock in the subscription offering.
(ii)
Depositor B has one deposit account registered in her own name. Depositor B
has another deposit account that is held jointly with Depositor C (either as an and
account, an or account, or in any other form of joint account). No other associate
of or individual otherwise acting in concert with either of Depositor B or Depositor C
is purchasing shares of common stock in the subscription offering. Generally, no more
than a total of $250,000 of shares of common stock may be ordered in the subscription
offering through the ownership of these two deposit accounts. However, if Depositor C
purchased $250,000 of shares of common stock both with funds from and in the name of an
individual retirement account, Keogh account or 401(k) plan, then Depositor B could
also purchase a maximum of $250,000 of shares of common stock in the subscription
offering.
(iii)
Depositor D and Depositor E have multiple joint accounts with each other that
are all titled in the same manner. No other associate of or individual otherwise
acting in concert with either of Depositor D or Depositor E is purchasing shares of
common stock in the subscription offering. No more than a total of $250,000 of shares
of common stock may
be ordered in the subscription offering through the ownership of
these deposit accounts, regardless of whether Depositor D or Depositor E purchases
shares of common stock through an individual retirement account, Keogh account or
401(k) plan.
(iv)
Depositor F has one deposit account registered in his own name. Depositor G,
who is Depositor Fs spouse, has one deposit account registered in her own name. No
other associate of or individual otherwise acting in concert with either of Depositor F
or Depositor G is purchasing shares of common stock in the subscription offering. The
maximum combined amount of shares of common stock that may be purchased by Depositor F
and Depositor G through the ownership of these two deposit accounts is a total of
$500,000.
1.
it is more likely than not that the fair market value of the non-transferable
subscription rights to purchase shares of common stock of Northfield Bancorp, Inc. to
be issued to eligible account holders, supplemental eligible account holders and other
members is zero and, accordingly, that no income will be realized by eligible account
holders, supplemental eligible account holders and other members upon the issuance to
them of the subscription rights or upon the exercise of the subscription rights;
2.
it is more likely than not that the tax basis to the holders of shares of
common stock purchased in the stock offering pursuant to the exercise of the
subscription rights will be the amount paid therefor, and that the holding period for
such shares of common stock will begin on the date of completion of the stock offering;
and
3.
the holding period for shares of common stock purchased in the direct community
offering or syndicated community offering will begin on the day after the date of the
purchase.
consulting as to the financial and securities market implications of the stock
issuance plan and any related corporate documents;
reviewing with our board of directors the financial impact of the stock offering on
Northfield Bancorp, Inc. based on the independent appraisal of the shares of common
stock;
reviewing all stock offering documents, including the prospectus, stock order forms
and related offering materials;
assisting in the design and implementation of a marketing strategy for the stock
offering;
as necessary, assisting us in scheduling and preparing for meetings with potential
investors and broker-dealers; and
providing such other general advice and assistance as may be requested to promote
the successful completion of the stock offering.
consolidation of accounts and development of a central file;
preparation of stock order forms;
organization and supervision of the Stock Information Center; and
subscription services.
our present and projected operating results and financial condition and the economic
and demographic conditions in our existing market area;
historical, financial and other information relating to Northfield Bancorp, Inc. and
Northfield Bank;
a comparative evaluation of our operating and financial statistics with those of
other publicly traded subsidiaries of mutual holding companies;
the impact of the stock offering on our stockholders equity and earnings potential;
our proposed dividend policy;
the trading market for securities of comparable institutions and general conditions
in the market for such securities; and
the issuance of shares and contribution of cash to the charitable foundation.
(a)
upon receipt of an executed order form or direction to execute an order form on
behalf of an investor, to forward the appropriate purchase price to us for deposit in a
segregated account on or before 12:00 noon, Eastern Time, of the business day next
following such receipt or execution; or
(b)
upon receipt of confirmation by such member of the selling group of an
investors interest in purchasing shares of common stock, and following a mailing of an
acknowledgment by such member to such investor on the business day next following
receipt of confirmation, to debit the account of such investor on the third business
day next following receipt of confirmation and to forward the appropriate purchase
price to us for deposit in the segregated account on or before 12:00 noon, prevailing
time, of the business day next following such debiting.
(1)
any dividends that may be paid on our shares of common stock in the future;
(2)
within the limits of applicable federal and state laws, loans collateralized by
the shares of common stock; or
(3)
the proceeds of the sale of any of the shares of common stock in the open
market from time to time.
the Office of Thrift Supervision may examine the charitable foundation at
the foundations expense;
the charitable foundation must comply with all supervisory directives
imposed by the Office of Thrift Supervision;
the charitable foundation must provide annually to the Office of Thrift
Supervision a copy of the annual report that the charitable foundation submits to the
Internal Revenue Service;
the charitable foundation must operate according to written policies
adopted by its board of directors, including a conflict of interest policy;
the charitable foundation may not engage in self-dealing and must comply
with all laws necessary to maintain its tax-exempt status under the Internal Revenue
Code; and
the charitable foundation must vote its shares of our common stock in the
same ratio as all of the other shares voted on each proposal considered by our
stockholders.
it would result in a monopoly or substantially lessen competition;
the financial condition of the acquiring person might jeopardize the financial
stability of the institution; or
the competence, experience or integrity of the acquiring person indicates that it
would not be in the interests of the depositors or of the public to permit the
acquisition of control by such person.
Northfield Bancorp, Inc.
Staten Island, New York:
March 20, 2007
Consolidated Balance Sheets
Consolidated Statements of Income
Three months ended March 31,
Years ended December 31,
(in thousands)
2007
2006
2006
2005
2004
(unaudited)
$
6,913
6,441
27,522
22,926
15,048
7,199
8,882
32,764
40,733
40,238
675
377
2,397
1,727
2,525
140
159
592
648
259
575
246
1,592
268
781
15,502
16,105
64,867
66,302
58,851
6,065
4,507
21,934
14,351
11,065
1,179
1,902
6,472
9,883
7,207
7,244
6,409
28,406
24,234
18,272
8,258
9,696
36,461
42,068
40,579
440
150
235
1,629
410
7,818
9,546
36,226
40,439
40,169
715
659
3,114
2,964
3,397
389
309
1,231
1,210
1,195
64
100
191
119
181
4,308
126
61
64
61
628
5,602
1,129
4,600
4,354
5,401
3,297
3,115
13,451
11,053
10,442
887
841
3,074
2,836
2,835
212
198
810
847
900
634
595
2,382
2,159
2,715
182
174
1,073
1,189
433
814
722
3,028
3,174
2,211
6,026
5,645
23,818
21,258
19,536
7,394
5,030
17,008
23,535
26,034
2,701
1,850
6,166
10,376
9,668
$
4,693
3,180
10,842
13,159
16,366
Consolidated Statements of Changes in Stockholders Equity
Years ended December 31, 2006, 2005, and 2004
Accumulated
other
Common stock
Additional
comprehensive
Total
Par
paid-in
Retained
(loss) income,
stockholders
(dollars in thousands)
Shares
Value
capital
earnings
net of tax
equity
100
$
510
137,364
13
137,887
16,366
16,366
(2,164
)
(2,164
)
(105
)
(105
)
14,097
100
510
153,730
(2,256
)
151,984
13,159
13,159
(13,384
)
(13,384
)
(225
)
100
510
166,889
(15,640
)
151,759
10,842
10,842
1,564
1,564
(36
)
(36
)
12,370
(135
)
(135
)
100
$
510
177,731
(14,247
)
163,994
(unaudited)
For the three months ended March 31, 2007
100
0
510
177,731
(14,247
)
163,994
4,693
4,693
2,303
2,303
(3
)
(3
)
3
3
6,996
100
$
510
182,424
(11,944
)
170,990
Consolidated Statements of Cash Flows
For the three months
ended March 31,
Years ended December 31,
(in thousands)
2007
2006
2006
2005
2004
(unaudited)
$
4,693
3,180
10,842
13,159
16,366
440
150
235
1,629
410
333
313
1,298
1,315
1,203
325
319
781
4
2,140
41
53
214
245
214
(389
)
(309
)
(1,231
)
(1,210
)
(1,195
)
(28
)
(10
)
(67
)
(81
)
(441
)
1,517
285
1,109
6,175
32,429
(1,704
)
(275
)
(1,251
)
(6,114
)
(30,989
)
(64
)
(100
)
(191
)
(119
)
(181
)
(3,660
)
(648
)
(173
)
(171
)
(176
)
(154
)
(2,087
)
286
170
24
105
463
(838
)
1,742
(122
)
1,304
9,683
(198
)
(50
)
(526
)
462
173
2,168
3,565
(542
)
1,600
(1,028
)
113
85
368
619
307
(9,899
)
2,214
8,947
10,765
18,939
17,568
$
(18,054
)
(12,932
)
(21,269
)
(66,529
)
(38,072
)
405
(1,629
)
4,343
4,146
(1,745
)
(1,274
)
(32,934
)
(40,532
)
(109,731
)
(363,695
)
65,119
30,759
171,774
236,038
243,558
1,699
2,537
8,668
21,298
33,449
3,726
20,100
43,836
463
(26,000
)
(20,000
)
(10,210
)
(200
)
(329
)
5,000
5,220
200
20,520
(7,000
)
(134
)
(126
)
(1,115
)
(713
)
(722
)
1,473
20
29
(6,700
)
(1,391
)
136,999
84,509
(63,982
)
3,347
(3,849
)
(20,357
)
(31,387
)
18,998
(22,985
)
1,320
914
(56
)
89
(1,465
)
(27
)
(21
)
(95
)
(79
)
(64
)
20,000
3,000
5,000
81,000
589,000
(9,000
)
(35,000
)
(105,000
)
(185,500
)
(537,100
)
(5,000
)
25,000
3,100
(23,500
)
992
(7,345
)
(31,856
)
(125,508
)
(159,377
)
95,361
(11,831
)
(24,300
)
22,256
(55,929
)
48,947
60,624
38,368
38,368
94,297
45,350
$
48,793
14,068
60,624
38,368
94,297
$
7,818
6,488
28,809
24,215
18,258
310
2,022
8,760
8,321
9,575
749
(a)
Basis of Presentation
(b)
Business
(c)
Cash Equivalents
(d)
Securities
(e)
Loans
(f)
Federal Home Loan Bank Stock
(g)
Premises and Equipment, net
(h)
Bank Owned Life Insurance
(i)
Goodwill
(j)
Income Taxes
(k)
Impairment of Long-Lived Assets
(l)
Securities Sold Under Agreements to Repurchase
(m)
Comprehensive Income (Loss)
(n)
Employee Benefits
(o)
Segment Reporting
(p)
Accounting Changes (Accounting for Post Retirement Benefits Other Than Pensions)
Before application
After application
of SFAS 158
Adjustment
of SFAS 158
$
11,396
251
11,647
12,122
116
12,238
(14,112
)
(135
)
(14,247
)
(2)
Securities Available-for-Sale
The following is a comparative summary of mortgage-backed securities and other securities
available-for- sale at March 31, (in thousands):
2007 (unaudited)
Gross
Gross
Estimated
Amortized
unrealized
unrealized
market
cost
gains
losses
value
$
82,002
10
2,803
79,209
437,364
17
13,897
423,484
147,593
11
2,977
144,627
666,959
38
19,677
647,320
3,175
37
3,138
30,706
4
13
30,697
33,881
4
50
33,835
$
700,840
42
19,727
681,155
2006
Gross
Gross
Estimated
Amortized
unrealized
unrealized
market
cost
gains
losses
value
$
87,731
64
3,262
84,533
464,952
35
16,469
448,518
132,454
3,800
128,654
685,137
99
23,531
661,705
7,491
43
7,448
44,390
5
50
44,345
51,881
5
93
51,793
$
737,018
104
23,624
713,498
2005
Gross
Gross
Estimated
Amortized
unrealized
unrealized
market
cost
gains
losses
value
$
106,714
79
3,543
103,250
571,371
138
17,414
554,095
174,379
4,602
169,777
852,464
217
25,559
827,122
2,673
27
2,646
34,393
697
33,696
37,066
724
36,342
$
889,530
217
26,283
863,464
Estimated
Amortized
market
Available-for-sale
cost
value
$
30,706
30,697
Estimated
Amortized
market
Available-for-sale
cost
value
$
44,390
44,345
March 31, 2007 (unaudited)
Less than 12 months
12 months or more
Total
Unrealized
Estimated
Unrealized
Estimated
Unrealized
Estimated
losses
market value
losses
market value
losses
market value
$
2
552
2,801
77,808
2,803
78,360
3
1,123
13,894
417,270
13,897
418,393
34
10,029
2,943
121,535
2,977
131,564
37
2,130
37
2,130
12
19,061
1
4,000
13
23,061
$
51
30,765
19,676
622,743
19,727
653,508
December 31, 2006
Less than 12 months
12 months or more
Total
Unrealized
Estimated
Unrealized
Estimated
Unrealized
Estimated
losses
market value
losses
market value
losses
market value
$
23
3,781
3,239
77,966
3,262
81,747
2
836
16,467
440,258
16,469
441,094
3,800
128,654
3,800
128,654
43
2,101
43
2,101
3
9,274
47
9,019
50
18,293
$
28
13,891
23,596
657,998
23,624
671,889
2007 (unaudited)
Gross
Gross
Estimated
Amortized
unrealized
unrealized
market
cost
gains
losses
value
$
1,235
36
1,199
5
1
6
10,623
33
7
10,649
12,635
481
12,154
$
24,498
34
524
24,008
2005
Gross
Gross
Estimated
Amortized
unrealized
unrealized
market
cost
gains
losses
value
$
1,258
36
1,222
11
1
12
15,425
106
15,531
18,147
2
829
17,320
$
34,841
109
865
34,085
March 31, 2007 (unaudited)
Less than 12 months
12 months or more
Total
Unrealized
Estimated
Unrealized
Estimated
Unrealized
Estimated
losses
market value
losses
market value
losses
market value
$
36
1,199
36
1,199
7
3,325
7
3,325
481
12,154
481
12,154
$
524
16,678
524
16,678
December 31, 2006
Less than 12 months
12 months or more
Total
Unrealized
Estimated
Unrealized
Estimated
Unrealized
Estimated
losses
market value
losses
market value
losses
market value
$
37
1,203
37
1,203
10
3,474
14
1,921
24
5,395
2
502
603
12,323
605
12,825
$
12
3,976
654
15,447
666
19,423
March 31,
December 31,
2007
2006
2005
(unaudited)
$
229,235
207,680
165,657
104,621
107,572
127,477
12,751
13,922
16,105
52,490
52,124
52,890
14,328
13,276
14,105
413,425
394,574
376,234
10,810
11,022
8,068
2,903
3,442
3,446
237
155
64
13,950
14,619
11,578
427,375
409,193
387,812
(84
)
(4
)
(345
)
427,291
409,189
387,467
(5,456
)
(5,030
)
(4,795
)
$
421,835
404,159
382,672
March 31,
December 31,
2007
2006
(unaudited)
$
340
125
$
340
125
March 31,
December 31,
2007
2006
2006
2005
2004
(unaudited)
$
5,030
4,795
4,795
3,166
2,755
440
150
235
1,629
410
1
(14
)
$
5,456
4,945
5,030
4,795
3,166
March 31, 2007
(unaudited)
Allowance
Recorded
for Loan
Net
Investment
Losses
Investment
$
904
(599
)
305
3,989
(350
)
3,639
$
4,893
(949
)
3,944
December 31, 2006
Allowance
Recorded
for Loan
Net
Investment
Losses
Investment
$
905
(460
)
445
3,989
(275
)
3,714
$
4,894
(735
)
4,159
December 31, 2005
Allowance
Recorded
for Loan
Net
Investment
Losses
Investment
$
885
(442
)
443
$
885
(442
)
443
March 31,
December 31,
2007
2006
2005
(unaudited)
$
566
566
685
2,485
2,490
2,939
2,600
2,600
2,600
9,148
9,423
9,569
6,269
6,247
6,464
21,068
21,326
22,257
(13,111
)
(13,094
)
(13,073
)
$
7,957
8,232
9,184
March 31,
December 31,
2007
2006
2005
Weighted
Weighted
Weighted
Amount
average rate
Amount
average rate
Amount
average rate
(unaudited)
$
43,305
1.51
%
40,852
1.31
38,038
0.75
92,369
95,339
97,863
135,674
0.48
136,191
0.39
135,901
0.13
13,289
0.75
14,258
0.75
19,611
0.75
325,779
0.69
342,927
0.68
423,630
0.70
339,068
0.69
357,185
0.68
443,241
0.70
294,410
4.31
304,448
4.31
283,729
3.17
197,339
4.53
191,965
4.56
147,275
3.49
491,749
4.39
496,413
4.41
431,004
3.28
$
966,491
2.54
%
989,789
2.51
1,010,146
1.72
March 31,
2007
December 31,
(unaudited)
2006
$
425,800
463,296
48,484
17,478
10,930
10,285
3,323
3,145
3,212
2,209
$
491,749
496,413
March 31,
December 31,
2007
2006
2006
2005
2004
(unaudited)
$
149
45
349
205
223
26
36
123
162
142
571
707
2,665
3,127
3,097
5,319
3,719
18,797
10,857
7,603
$
6,065
4,507
21,934
14,351
11,065
March 31,
December 31,
2007
2006
2005
(unaudited)
$
117,000
$
106,000
206,000
20,000
20,000
25,000
2,507
2,534
2,629
$
139,507
$
128,534
233,629
March 31,
December 31,
2007
2006
2005
(unaudited)
$
102,578
154,855
241,563
117,000
189,000
301,000
3.82
%
3.57
3.28
3.94
3.74
3.44
March 31, 2007
December 31, 2006
FHLB
Repurchase
FHLB
Repurchase
Advances
Agreements
Advances
Agreements
(unaudited)
(
audited)
$
53,000
62,000
10,000
34,000
10,000
34,000
30,000
10,000
10,000
10,000
$
20,000
117,000
20,000
106,000
March 31, 2007
Maturing
Up to 30 days
30 to 90 days
Over 90 days
Total
(unaudited)
$
3,000
5,000
109,000
117,000
3.03
%
3.69
%
3.98
%
3.94
%
$
1,766
6,061
101,367
109,194
$
1,723
5,885
98,528
106,136
December 31, 2006
Maturing
Up to 30 days
30 to 90 days
Over 90 days
Total
$
4,000
5,000
97,000
106,000
2.81
%
2.58
%
3.78
%
3.69
%
$
3,083
3,847
105,682
112,612
$
2,878
3,644
102,300
108,822
March 31,
December 31,
2007
2006
2006
2005
2004
(unaudited)
$
966
1,602
5,501
8,311
6,410
157
180
676
730
367
62
67
606
188
56
58
228
236
242
$
1,179
1,902
6,472
9,883
7,207
(8)
Income Taxes
March 31,
December 31,
2007
2006
2006
2005
2004
(unaudited)
$
2,663
1,741
6,635
8,922
9,152
(267
)
(148
)
(868
)
(2,477
)
(721
)
2,396
1,593
5,767
6,445
8,431
236
159
57
992
343
69
98
342
2,939
894
305
257
399
3,931
1,237
$
2,701
1,850
6,166
10,376
9,668
March 31,
December 31,
2007
2006
2006
2005
2004
(unaudited)
$
2,587
1,761
5,953
8,237
9,112
198
167
259
2,555
804
(136
)
(108
)
(430
)
(423
)
(418
)
52
30
384
7
170
$
2,701
1,850
6,166
10,376
9,668
March 31,
December 31,
2007
2006
2005
(unaudited)
$
926
730
618
13
13
17
1,186
1,174
1,217
2,062
1,975
1,092
112
252
428
603
593
445
7,877
9,408
10,426
2
16
1,062
1,062
518
517
507
66
63
53
341
335
243
14,766
16,124
15,062
745
867
1,052
224
233
293
4,775
4,552
3,748
295
309
396
60
78
110
266
351
415
6,365
6,390
6,014
1,062
1,062
$
7,339
8,672
9,048
(9)
Retirement Benefits
2006
2005
$
1,703
1,354
4
4
86
75
(417
)
355
(91
)
(85
)
1,285
1,703
(167
)
(199
)
(369
)
$
1,285
968
2006
2005
2004
$
4
4
3
86
75
77
16
19
19
16
16
16
35
1
(1
)
$
157
115
114
2006
$
(83
)
151
183
$
251
2006
2005
2004
5.75
%
5.25
%
5.75
%
4.50
4.00
4.25
5.25
%
5.75
%
6.00
%
4.00
4.25
4.50
One
One
Percentage point
Percentage point
Increase
Decrease
2006
2005
2006
2005
$
7
6
(7
)
(5
)
103
139
(91
)
(123
)
One
One
Percentage point
Percentage point
Increase
Decrease
2006
2005
2004
2006
2005
2004
$
7
6
6
(7
)
(5
)
(5
)
(10)
Commitments and Contingencies
$
44,119
10,410
356
Capitalized
Operating
leases
leases
$
334
1,220
344
1,243
354
1,169
365
1,124
376
867
2,273
5,596
$
4,046
11,219
(11)
Regulatory Requirements
For well capitalized
For capital adequacy
under prompt corrective
Actual
purposes
action provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
$
165,552
12.85
%
51,539
4.00
%
64,424
5.00
%
165,552
24.76
26,747
4.00
40,120
6.00
171,189
25.60
53,494
8.00
66,867
10.00
160,726
12.38
51,927
4.00
64,909
5.00
160,726
24.25
26,516
4.00
39,773
6.00
165,931
25.03
53,031
8.00
66,289
10.00
149,531
10.62
56,307
4.00
70,383
5.00
149,531
22.97
26,035
4.00
39,053
6.00
154,416
23.72
52,070
8.00
65,088
10.00
(12)
Fair Value of Financial Instruments
(a)
Cash, Cash Equivalents, and Certificates of Deposit
Cash and cash equivalents are short-term in nature with original maturities of three
months or less; the carrying amount approximates fair value. Certificates of deposits
having original terms of six-months or less; carrying value generally approximates fair
value.
(b)
Securities
The fair value of securities held-to-maturity, securities available-for-sale and trading
securities is estimated based on bid quotations received from securities dealers, if
available. If a quoted market price was not available, fair value is estimated using
quoted market prices of similar instruments, adjusting for differences between the quoted
instruments, and the instruments being valued.
(c)
Federal Home Loan Bank of New York Stock
The fair value for Federal Home Loan Bank of New York stock is its carrying value, since
this is the amount for which it could be redeemed and there is no active market for this
stock.
(d)
Loans
Fair values are estimated for portfolios of loans with similar financial characteristics.
Loans are segregated by type such as residential mortgage, construction, land,
multifamily, commercial and consumer. Each loan category is further segmented into
amortizing and non-amortizing and fixed and adjustable rate interest terms and by
performing and nonperforming categories. The fair value of loans is estimated by
discounting the future cash flows using current prepayment assumptions and
current rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities.
Fair value for significant nonperforming loans is based on external appraisals of
collateral securing such loans, adjusted for the timing of anticipated cash flows.
(e)
Deposits
The fair value of deposits with no stated maturity, such as non-interest-bearing demand
deposits, savings, and NOW and money market accounts, is equal to the amount payable on
demand. The fair value of certificates of deposit is based on the discounted value of
contractual cash flows. The discount rate is estimated using the rates currently offered
for deposits of similar remaining maturities.
(f)
Commitments to Extend Credit and Standby Letters of Credit
The fair value of commitments to extend credit and standby letters of credit are
estimated using the fees currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements and the present creditworthiness of the
counterparties. For fixed-rate loan commitments, fair value also considers the difference
between current levels of interest rates and the committed rates. The fair value of
off-balance-sheet commitments is insignificant and therefore not included in the
following table.
(g)
Borrowings
The fair value of borrowings is estimated by discounting future cash flows based on rates
currently available for debt with similar terms and remaining maturity.
(g)
Advance Payments by Borrowers
Advance payments by borrowers for taxes and insurance have no stated maturity; the
fair value is equal to the amount currently payable.
March 31,
December 31,
2007
2006
2005
Estimated
Estimated
Estimated
Carrying
Fair
Carrying
Fair
Carrying
Fair
value
value
value
value
value
value
(unaudited)
$
48,793
48,793
60,624
60,624
38,368
38,368
26,200
26,182
5,200
5,199
210
210
2,889
2,889
2,667
2,667
2,360
2,360
681,155
681,155
713,498
713,498
863,464
863,464
24,498
24,008
26,169
25,519
34,841
34,085
6,781
6,781
7,186
7,186
11,529
11,529
421,835
412,785
404,159
394,826
382,672
376,747
$
340
340
125
125
$
966,491
967,911
989,789
991,396
1,010,146
1,010,703
139,507
138,032
128,534
126,399
233,629
229,713
$
2,103
2,103
783
783
839
839
(13)
Parent-only Financial Information
March 31,
December 31,
Assets
2007
2006
2005
(unaudited)
$
170,990
163,994
151,759
$
170,990
163,994
151,759
$
170,990
163,994
151,759
$
170,990
163,994
151,759
Condensed Statements of Income
(in thousands)
Three Months Ended
Years Ended
March 31,
December 31,
Income
2007
2006
2006
2005
(unaudited)
$
4,693
3,180
10,842
13,159
$
4,693
3,180
10,842
13,159
Condensed Statements of Cash Flows
(in thousands:)
March 31,
December 31,
2007
2006
2006
2005
2004
(unaudited)
$
4,693
3,180
10,842
13,159
16,366
(4,693
)
(3,180
)
(10,842
)
(13,159
)
(16,366
)
(14)
Subsequent Events (unaudited)
(Subject to Increase to up to 21,409,476 Shares)
Amount (1)
$
600,000
330,000
1,143,000
65,000
38,500
300,000
195,408
20,000
10,000
66,092
$
2,768,000
*
Estimated
(1)
Fees are estimated at the midpoint of the offering range. Northfield Bancorp, Inc. has
retained Sandler ONeill & Partners, L.P. to assist in the sale of common stock on a best
efforts basis in the offerings.
(i)
Any amount for which that person becomes liable under a
judgment in such action; and
(ii)
Reasonable costs and expenses, including reasonable attorneys
fees, actually paid or incurred by that person in defending or settling such
action, or in enforcing his or her rights under this section if he or she
attains a favorable judgment in such enforcement action.
(i)
Final judgment on the merits is in his or her favor; or
(ii)
In case of:
a.
Settlement,
b.
Final judgment against him or her, or
c.
Final judgment in his or her favor, other than
on the merits, if a majority of the disinterested directors of the
savings association determine that he or she was acting in good faith
within the scope of his or her employment or authority as he or she
could reasonably have perceived it under the circumstances and for a
purpose he or she could reasonably have believed under the
circumstances was
in the best interest of the savings association or its members.
However, no indemnification shall be made unless the association
gives the Office at least 60 days notice of its intention to make
such indemnification. Such notice shall state the facts on which the
action arose, the terms of any settlement, and any disposition of the
action by a court. Such notice, a copy thereof, and a certified copy
of the resolution containing the required determination by the board
of directors shall be sent to the Regional Director, who shall
promptly acknowledge receipt thereof. The notice period shall run
from the date of such receipt. No such indemnification shall be made
if the OTS advises the association in writing, within such notice
period, of its objection thereto.
(i)
Action means any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any appeal or
other proceeding for review;
(ii)
Court includes, without limitation, any court to which or in
which any appeal or any proceeding for review is brought;
(iii)
Final Judgment means a judgment, decree, or order which is
not appealable or as to which the period for appeal has expired with no appeal
taken;
(iv)
Settlement includes the entry of a judgment by consent or
confession or a plea of guilty or of
nolo contendere
.
1.1
Engagement Letter between Northfield Bancorp, Inc. and Sandler ONeill & Partners, L.P.
1.2
Form of Agency Agreement between Northfield Bancorp, Inc. and Sandler ONeill & Partners, L.P.*
2
Northfield Bancorp, Inc. Stock Issuance Plan
3.1
Proposed Charter of Northfield Bancorp, Inc.
3.2
Proposed Bylaws of Northfield Bancorp, Inc.
4
Form of Common Stock Certificate of Northfield Bancorp, Inc.
5
Opinion of Luse Gorman Pomerenk & Schick regarding legality of securities being registered
8
Form of Federal Tax Opinion of Luse Gorman Pomerenk & Schick
10.1
Employee Stock Ownership Plan
10.2
Employment Agreement with John W. Alexander
10.3
Employment Agreement with Kenneth Doherty
10.4
Employment Agreement with Michael Widmer
10.5
Employment Agreement with Steven Klein
10.6
Supplemental Executive Retirement Agreement with Albert J. Regen
10.7
Northfield Savings Bank 2006 Executive Incentive Compensation Plan
10.8
Short Term Disability and Long Term Disability for Senior Management
10.9
Northfield Savings Bank Non-Qualified Deferred Compensation Plan*
10.10
Supplemental Employee Stock Ownership Plan*
21
Subsidiaries of Registrant
23.1
Consent of Luse Gorman Pomerenk & Schick (contained in Opinions included as Exhibits 5 and 8)
23.2
Consent of KPMG LLP
23.3
Consent of FinPro, Inc.
24
Power of Attorney (set forth on signature page)
99.1
Appraisal Agreement between Northfield Bancorp, Inc. and FinPro, Inc.
99.2
Business Plan Agreement between Northfield Bancorp, Inc. and Keller & Company, Inc.
99.3
Letter of FinPro, Inc. with respect to Subscription Rights
99.4
Appraisal Report of FinPro, Inc.**
99.5
Marketing Materials, Including Order and Acknowledgement Forms
*
To be filed supplementally or by amendment.
**
Supporting financial schedules filed in paper format only pursuant to Rule 202 of Regulation
S-T. Available for inspection, during business hours, at the principal offices of the SEC in
Washington, D.C.
NORTHFIELD BANCORP, INC.
By:
/s/ John W. Alexander
John W. Alexander
Chairman and Chief Executive Officer
(Duly Authorized Representative)
Signatures
Title
Date
Chairman and Chief Executive Officer
June 7, 2007
Principal
Executive Officer)
Executive Vice President and Chief
June 7, 2007
Financial
Officer (Principal Financial and Accounting Officer)
Director
June 7, 2007
Director
June 7, 2007
Director
June 7, 2007
Director
June 7, 2007
Signatures
Title
Date
Director
June 7, 2007
Director
June 7, 2007
Director
June 7, 2007
Director
June 7, 2007
Director
June 7, 2007
1.1
Engagement Letter between Northfield Bancorp, Inc. and Sandler ONeill & Partners, L.P.
1.2
Form of Agency Agreement between Northfield Bancorp, Inc. and Sandler ONeill & Partners, L.P.*
2
Northfield Bancorp, Inc. Stock Issuance Plan
3.1
Proposed Charter of Northfield Bancorp, Inc.
3.2
Proposed Bylaws of Northfield Bancorp, Inc.
4
Form of Common Stock Certificate of Northfield Bancorp, Inc.
5
Opinion of Luse Gorman Pomerenk & Schick regarding legality of securities being registered
8
Form of Federal Tax Opinion of Luse Gorman Pomerenk & Schick
10.1
Form of Employee Stock Ownership Plan
10.2
Employment Agreement with John W. Alexander
10.3
Employment Agreement with Kenneth Doherty
10.4
Employment Agreement with Michael Widmer
10.5
Employment Agreement with Steven Klein
10.6
Supplemental Executive Retirement Agreement with Albert J. Regen
10.7
Northfield Savings Bank 2006 Executive Incentive Compensation Plan
10.8
Short Term Disability and Long Term Disability for Senior Management
10.9
Northfield Savings Bank Non-Qualified Deferred Compensation Plan*
10.10
Supplemental Employee Stock Ownership Plan*
21
Subsidiaries of Registrant
23.1
Consent of Luse Gorman Pomerenk & Schick (contained in Opinions included as Exhibits 5 and 8)
23.2
Consent of KPMG LLP
23.3
Consent of FinPro, Inc.
24
Power of Attorney (set forth on signature page)
99.1
Appraisal Agreement between Northfield Bancorp, Inc. and FinPro, Inc.
99.2
Business Plan Agreement between Northfield Bancorp, Inc. and Keller & Company, Inc.
99.3
Letter of FinPro, Inc. with respect to Subscription Rights
99.4
Appraisal Report of FinPro, Inc.**
99.5
Marketing Materials, Including Order and Acknowledgement Forms
*
To be filed supplementally or by amendment.
**
Supporting financial schedules filed in paper format only pursuant to Rule 202 of Regulation
S-T. Available for inspection, during business hours, at the principal offices of the SEC in
Washington, D.C.
Washington, D.C. 20549
TO
REGISTRATION STATEMENT
ON
FORM S-1
Northfield
Bank Employee Savings Plan
Staten Island, New York
Attention:
|
Mr. John W. Alexander | |
|
Chairman of the Board and Chief Executive Officer |
1. | Consolidation of Accounts and Development of a Central File; | ||
2. | Preparation of Stock Order Forms; | ||
3. | Organization and Supervision of the Stock Information Center; and | ||
4. | Subscription Services. |
Very truly yours, | ||||||
|
||||||
Sandler ONeill & Partners, L.P. | ||||||
|
By: | Sandler ONeill & Partners Corp., the sole general partner. | ||||
|
||||||
|
By: |
\s\ Catherine A. Lawton
|
||||
|
An Officer of the Corporation | |||||
|
||||||
Accepted and agreed to as of
the date first written above:
|
||||||
|
||||||
NSB Holding Corp.
|
||||||
Northfield Bancorp, Inc.
|
||||||
Northfield Bank
|
\s\ John W. Alexander
|
||
John W. Alexander
|
||
Chairman of the Board and Chief Executive Officer
|
I. | Consolidation of Accounts |
1. |
Consolidate files in accordance with regulatory guidelines and create central file.
|
||
2. | Our EDP format will be provided to your data processing people. |
II. | Order Form Preparation |
1. |
Assist in designing stock order forms for ordering stock.
|
||
2. | Prepare account holder data for stock order forms. |
III. | Organization and Supervision of Stock Information Center |
1. | Advising on the physical organization of the Stock Information Center, including materials requirements. | ||
2. | Assist in the training of all Bank personnel and temporary employees who will be staffing the Stock Information Center. | ||
3. | Establish reporting procedures. | ||
4. | On-site supervision of the Stock Information Center during the offering period. |
IV. | Subscription Services |
1. | Produce list of depositors by state (Blue Sky report). | ||
2. | Production of subscription rights and research books. | ||
3. | Stock order form processing. | ||
4. | Acknowledgment letter to confirm receipt of stock order. | ||
5. | Daily reports and analysis. | ||
6. | Proration calculation and share allocation in the event of an oversubscription. | ||
7. | Produce charter shareholder list. | ||
8. | Interface with Transfer Agent for Stock Certificate issuance. | ||
9. | Refund and interest calculations. | ||
10. | Confirmation letter to confirm purchase of stock. | ||
11. | Notification of full/partial rejection of orders. | ||
12. | Production of 1099/Debit tape. |
1. | Periodic review and analysis of the Companys current business and financial condition, including its balance sheet composition, historical operating performance, deposit market share, and the Companys competitive position relative to selected peer groups; |
2. | Creation of a base case financial model to serve as a benchmark for analyzing alternative strategies and market environments; |
3. | Analysis of the impact on the franchise value of altering the Companys dividend policy, implementing a stock repurchase program, or changing the asset mix or other operating activities; |
4. | Analysis of the Companys acquisition resources, objectives and capacity to compete for acquisition opportunities; |
5. | Periodic summaries of recent merger and acquisition trends in the financial services industry, including tactics employed by others and typical terms and values involved; |
6. | Periodic reviews with the Board of Directors of the Company of Sandler ONeills findings; |
7. | Ongoing general advice and counsel to management and the Board of Directors of the Company with respect to strategic and tactical issues; and |
8. | Rendering such other financial advisory and investment banking services as may from time to time be agreed upon by Sandler ONeill and the Company. |
Page | ||||||
1.
|
Introduction | 1 | ||||
2.
|
Definitions | 1 | ||||
3.
|
Number of Shares to be Offered | 7 | ||||
4.
|
Independent Valuation and Purchase Price of Shares | 7 | ||||
5.
|
Method of Offering Shares and Rights to Purchase Stock | 8 | ||||
6.
|
Additional Limitations on Purchases of Common Stock | 11 | ||||
7.
|
Payment for Stock | 15 | ||||
8.
|
Manner of Exercising Subscription Rights Through Order Forms | 16 | ||||
9.
|
Undelivered, Defective or Late Order Form; Insufficient Payment | 17 | ||||
10.
|
Completion of the Stock Offering | 17 | ||||
11.
|
Establishment and Funding of Charitable Foundation | 18 | ||||
12.
|
Market for Common Stock | 18 | ||||
13.
|
Stock Purchases by Management Persons After the Stock Offering | 19 | ||||
14.
|
Resales of Stock by Directors and Officers | 19 | ||||
15.
|
Stock Certificates | 19 | ||||
16.
|
Restriction on Financing Stock Purchases | 19 | ||||
17.
|
Stock Benefit Plans | 19 | ||||
18.
|
Post-Stock Issuance Filing and Market Making | 20 | ||||
19.
|
Payment of Dividends and Repurchase of Stock | 20 | ||||
20.
|
Stock Offering Expenses | 20 | ||||
21.
|
Employment and Other Severance Agreements | 20 | ||||
22.
|
Residents of Foreign Countries and Certain States | 21 | ||||
23.
|
Interpretation | 21 | ||||
24.
|
Amendment or Termination of the Plan | 21 |
2
3
4
5
(1) | Voting Stock means common stock or preferred stock, or similar interests if the shares by statute, charter or in any manner, entitle the holder: |
(i) | To vote for or to select directors of the Bank or the Holding Company; and | ||
(ii) | To vote on or to direct the conduct of the operations or other significant policies of the Bank or the Holding Company. |
(2) | Notwithstanding anything in paragraph (1) above, preferred stock is not Voting Stock if: |
(i) | Voting rights associated with the preferred stock are limited solely to the type customarily provided by statute with regard to matters that would significantly and adversely affect the rights or preferences of the preferred stock, such as the issuance of additional amounts or classes of senior securities, the modification of the terms of the preferred stock, the dissolution of the Bank, or the payment of dividends by the Bank when preferred dividends are in arrears; | ||
(ii) | The preferred stock represents an essentially passive investment or financing device and does not otherwise provide the holder with control over the issuer; and | ||
(iii) | The preferred stock does not at the time entitle the holder, by statute, charter, or otherwise, to select or to vote for the selection of directors of the Bank or the Holding Company. |
(3) | Notwithstanding anything in paragraphs (1) and (2) above, Voting Stock shall be deemed to include preferred stock and other securities that, upon transfer or otherwise, are convertible into Voting Stock or exercisable to acquire Voting Stock where the holder of the stock, convertible security or right to acquire Voting Stock has the preponderant economic risk in the underlying Voting Stock. Securities immediately convertible into Voting Stock at the option of the holder without payment of additional consideration shall be deemed to constitute the Voting Stock into which they are convertible; other convertible securities and rights to acquire Voting Stock shall not be deemed to vest the holder with the preponderant economic risk in the underlying Voting Stock if the holder has paid less than 50% of the consideration required to directly acquire the Voting Stock and has no other economic interest in the underlying Voting Stock. |
6
7
8
9
10
11
A. | The aggregate amount of outstanding Common Stock owned or controlled by persons other than the MHC at the close of the Stock Offering shall be less than 50% of the Holding Companys total outstanding Common Stock. | ||
B. | The maximum purchase of Common Stock in the Subscription Offering by a Person, through one or more individual and/or joint Deposit Accounts, is $250,000. The maximum purchase of Common Stock in the Subscription Offering by a group of Persons through a single Deposit Account is $250,000. No Person by himself, or with an Associate or group of Persons Acting in Concert, may purchase more than $500,000 of the Common Stock offered in the Stock Offering, except that: (i) the Holding Company may, in its sole discretion and without further notice to, or solicitation of, subscribers or other prospective purchasers, increase such maximum purchase limitation to 5% of the number of shares offered in the Stock Offering; (ii) the Tax-Qualified Employee Plans may purchase up to 4.9% of the shares of Common Stock to be outstanding immediately following the completion of the Stock Offering; and (iii) for purposes of this subsection 6.B shares to be held by any Tax-Qualified Employee Plan and attributable to a person shall not be aggregated with other shares purchased directly by or otherwise attributable to such person. | ||
C. | The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by any Non-Tax-Qualified Employee Plan or any Management Person and his or her Associates, exclusive of any shares of Common Stock acquired by such plan or Management Person and his or her Associates in the secondary market, shall not exceed 4.9% of the outstanding shares of Common Stock at the conclusion of the Stock Offering. In calculating the number of shares held by any Management Person and his or her Associates under this paragraph, shares held by any Tax-Qualified Employee Plan or Non-Tax-Qualified Employee Plan of the Holding Company or the Bank that are attributable to such Person shall not be counted. | ||
D. | The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by any Non-Tax-Qualified Employee Plan or any Management Person and his or her Associates, exclusive of any Common Stock acquired by such plan or Management Person and his or her Associates in the secondary market, shall not exceed 4.9% of the stockholders equity of the Holding Company at the conclusion of the Stock Offering. In calculating the number of shares held by any Management Person and his or her Associates under this paragraph, shares held by any Tax-Qualified Employee Plan or Non-Tax-Qualified Employee Plan of the Holding Company or the Bank that are attributable to such Person shall not be counted. | ||
E. | The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by any one or more Tax-Qualified Employee Plans, exclusive of any shares of Common Stock acquired by such plans in the secondary market, shall not exceed 4.9% of the outstanding shares of Common Stock at the conclusion of the Stock Offering. |
12
F. | The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by any one or more Tax-Qualified Employee Plans, exclusive of any shares of Common Stock acquired by such plans in the secondary market, shall not exceed 4.9% of the stockholders equity of the Holding Company at the conclusion of the Stock Offering. | ||
G. | The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by all stock benefit plans of the Holding Company or the Bank, other than employee stock ownership plans, shall not exceed 25% of the outstanding Common Stock held by persons other than the MHC. | ||
H. | The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by all Non-Tax-Qualified Employee Plans or Management Persons and their Associates, exclusive of any Common Stock acquired by such plans or Management Persons and their Associates in the secondary market, shall not exceed 25% of the outstanding shares of Common Stock held by persons other than the MHC at the conclusion of the Stock Offering. In calculating the number of shares held by Management Persons and their Associates under this paragraph or paragraph I. below, shares held by any Tax-Qualified Employee Plan or Non-Tax-Qualified Employee Plan that are attributable to such persons shall not be counted. | ||
I. | The aggregate amount of Common Stock acquired in the Stock Offering, plus all prior issuances by the Holding Company, by all Non-Tax-Qualified Employee Plans or Management Persons and their Associates, exclusive of any Common Stock acquired by such plans or Management Persons and their Associates in the secondary market, shall not exceed 25% of the stockholders equity of the Holding Company held by persons other than the MHC at the conclusion of the Stock Offering. | ||
J. | Notwithstanding any other provision of this Plan, no Person shall be entitled to purchase any Common Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the National Association of Securities Dealers, Inc., particularly those regarding free riding and withholding. The Holding Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. | ||
K. | The Board of Directors of the Holding Company has the right in its sole discretion to reject any order submitted by a person whose representations the Board of Directors believes to be false or who it otherwise believes, either alone or acting in concert with others, is violating, circumventing, or intends to violate, evade or circumvent the terms and conditions of this Plan. |
13
L. | A minimum of 25 shares of Common Stock must be purchased by each Person purchasing shares in the Stock Offering to the extent those shares are available; provided, however, that in the event the minimum number of shares of Common Stock purchased times the price per share exceeds $500, then such minimum purchase requirement shall be reduced to such number of shares which when multiplied by the price per share shall not exceed $500, as determined by the Board. |
(i) | Depositor A has multiple Deposit Accounts, each of which is registered in his own name. No Associate of or individual otherwise Acting in Concert with Depositor A is purchasing Common Stock in the Subscription Offering. Depositor A can purchase a maximum of $250,000 of Common Stock in the Subscription Offering. | ||
(ii) | Depositor B has one Deposit Account registered in her own name. Depositor B has another Deposit Account that is held jointly with Depositor C (either as an and account, an or account, or in any other form of joint account). No other Associate of or individual otherwise Acting in Concert with either of Depositor B or Depositor C is purchasing Common Stock in the Subscription Offering. Generally, no more than a total of $250,000 of Common Stock may be ordered in the Subscription Offering through the ownership of these two Deposit Accounts. However, if depositor C purchased $250,000 of Common Stock through an IRA or other type of account as permitted by Section 8, then Depositor B could also purchase a maximum of $250,000 of Common Stock in the Subscription Offering. | ||
(iii) | Depositor D and Depositor E have multiple joint accounts with each other that are all titled in the same manner. No other Associate of or individual otherwise Acting in Concert with either of Depositor D or Depositor E is purchasing Common Stock in the Subscription Offering. No more than a total of $250,000 of Common Stock may be ordered in the Subscription Offering through the ownership of these Deposit Accounts, regardless of whether Depositor D or Depositor E purchases Common Stock through an IRA or other type of account as permitted by Section 8. | ||
(iv) | Depositor F has one deposit account registered in his own name. Depositor G, who is Depositor Fs spouse, has one deposit account registered in her own name. No other Associate of or individual otherwise Acting in Concert with either of Depositor F or Depositor G is purchasing Common Stock in the Subscription Offering. The maximum combined amount of Common Stock that may be purchased by Depositor F and Depositor G through the ownership of these two Deposit Accounts is a total of $500,000. |
14
15
A. | A specified date by which all order forms must be received by the Holding Company or the Bank, which date shall be not less than 20 days, nor more than 45 days, following the date on which the order forms are mailed by the Holding Company or the Bank, and which date will constitute the termination of the Subscription Offering; | ||
B. | The Actual Purchase Price; | ||
C. | A description of the minimum and maximum number of shares of Common Stock that may be subscribed for pursuant to the exercise of Subscription Rights or otherwise purchased in the Community Offering; | ||
D. | Instructions as to how the recipient of the order form must indicate thereon the number of shares of Common Stock for which such Person elects to subscribe and the available alternative methods of payment therefor; | ||
E. | An acknowledgment that the recipient of the order form has received a final copy of the prospectus prior to execution of the order form; | ||
F. | A statement indicating the consequences of failing to properly complete and return the order form, including a statement to the effect that all subscription rights are nontransferable, will be void at the end of the Subscription Offering, |
16
G. | A statement to the effect that the executed order form, once received by the Holding Company or the Bank, may not be modified or amended by the subscriber without the consent of the Holding Company or the Bank. |
17
(i) | encourage and assist a market maker to establish and maintain a market for that class of stock; and |
18
(ii) | list that class of stock on a national or regional securities exchange, or on the Nasdaq quotation system. |
A. | Negotiated transactions involving more than 1% of the outstanding stock in the class of stock; or | ||
B. | Purchases of stock made by and held by any Tax-Qualified or Non-Tax-Qualified Employee Plan even if such stock is attributable to Management Persons or their Associates. |
19
20
21
2
3
4
2
3
4
5
6
7
8
9
10
11
FULLY
PAID AND NON-ASSESSABLE
PAR VALUE $0.01 EACH |
CUSIP: |
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THE SHARES REPRESENTED BY THIS | |
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CERTIFICATE ARE SUBJECT TO | |
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RESTRICTIONS, SEE REVERSE SIDE | |
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THIS CERTIFIES that
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is the owner of |
By
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[SEAL] | By | ||||||||
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||||||||
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CORPORATE SECRETARY | CHAIRMAN, PRESIDENT | ||||||||
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AND CHIEF EXECUTIVE OFFICER |
TEN COM | - as tenants in common | UNIF GIFT MIN ACT | - Custodian | |||||
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(Cust) | (Minor) | ||||||
TEN ENT
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- as tenants by the entireties | |||||||
Under Uniform Gifts to Minors Act | ||||||||
JT TEN
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- as joint tenants with right | |||||||
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of survivorship and not as | |||||||
tenants in common |
(State)
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In the presence of
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Signature: | |||
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||||
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Re: |
Northfield Bancorp, Inc.
Common Stock, Par Value $0.01 Per Share |
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Very truly yours, | |||
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||||
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\s\ Luse Gorman Pomerenk & Schick, P.C.
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A PROFESSIONAL CORPORATION |
(1) | it is more likely than not that the fair market value of the non-transferable subscription rights to purchase shares of common stock of the Company to be |
issued to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members is zero (the Subscription Rights) and, accordingly, that no income will be realized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members upon the issuance of the Subscription Rights (Rev. Rul. 56-572, 1956-2 C.B. 182); | |||
(2) | it is more likely than not that the tax basis to the holders of shares of Common Stock purchased in the Stock Offering pursuant to the exercise of the Subscription Rights will be the amount paid therefor, and that the holding period for such shares of Common Stock will begin on the date of completion of the Stock Offering (Section 1012 of the Code); and | ||
(3) | the holding period for shares of Common Stock purchase in the Community Offering or Syndicated Community Offering will begin on the day after the date of purchase (Section 1223(6) of the Code). |
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Very truly yours, | |||
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ATTEST:
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||||||||
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By: | |||||||
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Page No. | ||||||||
Section 1. |
Plan Identity
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4 | ||||||
1.1 |
Name
|
4 | ||||||
1.2 |
Purpose
|
4 | ||||||
1.3 |
Effective Date
|
4 | ||||||
1.4 |
Fiscal Period
|
4 | ||||||
1.5 |
Single Plan for All Employers
|
4 | ||||||
1.6 |
Interpretation of Provisions
|
4 | ||||||
Section 2. |
Definitions
|
4 | ||||||
Section 3. |
Eligibility for Participation
|
11 | ||||||
3.1 |
Initial Eligibility
|
11 | ||||||
3.2 |
Definition of Eligibility Year
|
12 | ||||||
3.3 |
Terminated Employees
|
12 | ||||||
3.4 |
Certain Employees Ineligible
|
12 | ||||||
3.5 |
Participation and Reparticipation
|
13 | ||||||
3.6 |
Omission of Eligible Employee
|
13 | ||||||
3.7 |
Inclusion of Ineligible Employee
|
13 | ||||||
Section 4. |
Contributions and Credits
|
13 | ||||||
4.1 |
Discretionary Contributions
|
13 | ||||||
4.2 |
Contributions for Stock Obligations
|
13 | ||||||
4.3 |
Conditions as to Contributions
|
14 | ||||||
4.4 |
Rollover Contributions
|
14 | ||||||
Section 5. |
Limitations on Contributions and Allocations
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14 | ||||||
5.1 |
Limitation on Annual Additions
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14 | ||||||
5.2 |
Effect of Limitations
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16 | ||||||
5.3 |
Limitations as to Certain Participants
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16 | ||||||
5.4 |
Erroneous Allocations
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17 | ||||||
Section 6. |
Trust Fund and Its Investment
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17 | ||||||
6.1 |
Creation of Trust Fund
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17 | ||||||
6.2 |
Stock Fund and Investment Fund
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17 | ||||||
6.3 |
Acquisition of Stock
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17 | ||||||
6.4 |
Participants Option to Diversify
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18 | ||||||
Section 7. |
Voting Rights and Dividends on Stock
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19 | ||||||
7.1 |
Voting and Tendering of Stock
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19 | ||||||
7.2 |
Application of Dividends
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19 | ||||||
Section 8. |
Adjustments to Accounts
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21 | ||||||
8.1 |
ESOP Allocations
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21 | ||||||
8.2 |
Charges to Accounts
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21 | ||||||
8.3 |
Stock Fund Account
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21 | ||||||
8.4 |
Investment Fund Account
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22 | ||||||
8.5 |
Adjustment to Value of Trust Fund
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22 | ||||||
8.6 |
Participant Statements
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22 | ||||||
Section 9. |
Vesting of Participants Interests
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22 | ||||||
9.1 |
Deferred Vesting in Accounts
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22 | ||||||
9.2 |
Computation of Vesting Years
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22 | ||||||
9.3 |
Full Vesting Upon Certain Events
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23 | ||||||
9.4 |
Full Vesting Upon Plan Termination
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24 | ||||||
9.5 |
Forfeiture, Repayment, and Restoral
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24 | ||||||
9.6 |
Accounting for Forfeitures
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25 |
9.7 |
Vesting and Nonforfeitability
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25 | ||||||
Section 10. |
Payment of Benefits
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25 | ||||||
10.1 |
Benefits for Participants
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25 | ||||||
10.2 |
Time for Distribution
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26 | ||||||
10.3 |
Marital Status
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27 | ||||||
10.4 |
Delay in Benefit Determination
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27 | ||||||
10.5 |
Accounting for Benefit Payments
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27 | ||||||
10.6 |
Options to Receive and Sell Stock
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27 | ||||||
10.7 |
Restrictions on Disposition of Stock
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28 | ||||||
10.8 |
Continuing Loan Provisions; Creations of Protections and Rights
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28 | ||||||
10.9 |
Direct Rollover of Eligible Distribution
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28 | ||||||
10.10 |
Waiver of 30-Day Period After Notice of Distribution
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29 | ||||||
Section 11. |
Rules Governing Benefit Claims and Review of Appeals
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29 | ||||||
11.1 |
Claim for Benefits
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29 | ||||||
11.2 |
Notification by Committee
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29 | ||||||
11.3 |
Claims Review Procedure
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30 | ||||||
Section 12. |
The Committee and its Functions
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30 | ||||||
12.1 |
Authority of Committee
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30 | ||||||
12.2 |
Identity of Committee
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30 | ||||||
12.3 |
Duties of Committee
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30 | ||||||
12.4 |
Valuation of Stock.
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31 | ||||||
12.5 |
Compliance with ERISA
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31 | ||||||
12.6 |
Action by Committee
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31 | ||||||
12.7 |
Execution of Documents
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31 | ||||||
12.8 |
Adoption of Rules
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31 | ||||||
12.9 |
Responsibilities to Participants
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31 | ||||||
12.10 |
Alternative Payees in Event of Incapacity
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31 | ||||||
12.11 |
Indemnification by Employers
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32 | ||||||
12.12 |
Nonparticipation by Interested Member
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32 | ||||||
Section 13. |
Adoption, Amendment, or Termination of the Plan
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32 | ||||||
13.1 |
Adoption of Plan by Other Employers
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32 | ||||||
13.2 |
Plan Adoption Subject to Qualification
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32 | ||||||
13.3 |
Right to Amend or Terminate
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32 | ||||||
Section 14. |
Miscellaneous Provisions
|
33 | ||||||
14.1 |
Plan Creates No Employment Rights
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33 | ||||||
14.2 |
Nonassignability of Benefits
|
33 | ||||||
14.3 |
Limit of Employer Liability
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33 | ||||||
14.4 |
Treatment of Expenses
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33 | ||||||
14.5 |
Number and Gender
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33 | ||||||
14.6 |
Nondiversion of Assets
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33 | ||||||
14.7 |
Separability of Provisions
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34 | ||||||
14.8 |
Service of Process
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34 | ||||||
14.9 |
Governing State Law
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34 | ||||||
14.10 |
Employer Contributions Conditioned on Deductibility
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34 | ||||||
14.11 |
Unclaimed Accounts
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34 | ||||||
14.12 |
Qualified Domestic Relations Order
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34 | ||||||
Section 15. |
Top-Heavy Provisions
|
35 | ||||||
15.1 |
Top-Heavy Plan
|
35 | ||||||
15.2 |
Super Top-Heavy Plan
|
35 | ||||||
15.3 |
Definitions
|
36 | ||||||
15.4 |
Top-Heavy Rules of Application
|
37 |
(ii)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(i) | to acquire qualifying Employer securities as defined in Treasury Regulations § 54.4975-12; | ||
(ii) | to repay such Stock Obligation; or | ||
(iii) | to repay a prior exempt loan. |
(11)
(i) |
an Eligible Employees first eligibility period is the
12-consecutive month period beginning on the first day on which he has an Hour
of Service, and
|
||
(ii) |
his subsequent eligibility periods will be 12-consecutive month
periods beginning on the first anniversary of the date on which the Eligible
Employee first completed an Hour of Service for the Employer.
|
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
Vesting | Percentage of | |||
Years | Interest Vested | |||
Fewer than 2
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0 | % | ||
2
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20 | % | ||
3
|
40 | % | ||
4
|
60 | % | ||
5
|
80 | % | ||
6 or more
|
100 | % |
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
(34)
(35)
(36)
(37)
(38)
2
3
(i) | the termination by the Bank of Executives full-time employment hereunder for any reason other than termination governed by Section 6 (Termination for Just Cause) or termination governed by Section 7 (termination due to Disability or death); or | ||
(ii) | Executives resignation from the Banks employ for any of the following reasons: |
(A) | the failure to elect or reelect or to appoint or reappoint Executive to the position set forth under Section 1, or the failure to nominate or renominate Executive as a Director of the Bank or the Company; | ||
(B) | a material change in Executives functions, duties, or responsibilities with the Bank, which change would cause Executives position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above; | ||
(C) | a relocation of Executives principal place of employment by more than 30 miles from the main office of the Bank on Staten Island and the Rahway branch of the Bank in Rahway, New Jersey; | ||
(D) | a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits; | ||
(E) | a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution that is caused by a reorganization or a mutual-to-stock conversion of the Mutual Holding Company which does not affect the status of Executive; or | ||
(F) | a material breach of this Agreement by the Bank. |
4
Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written Notice of Termination, as defined in Section 9(a), given within six (6) full calendar months after the event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above. | |||
(iii) | Executives voluntary resignation from the Banks employ on the effective date of, or at any time following, a Change in Control of the Bank or the Company during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Mutual Holding Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Companys outstanding securities except for any securities purchased by the Banks employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the Incumbent Board) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger, consolidation or similar transaction involving the Company is approved by the requisite vote of the Companys stockholders; or (e) a tender offer is |
5
made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything to the contrary herein, a Change in Control shall not be deemed to have occurred in the event that (i) the Company sells less than 50% of its outstanding common stock in one or more stock offerings, or (ii) the Company or the Mutual Holding Company converts to stock form by reorganizing into the stock holding company structure. |
6
7
8
9
10
11
12
13
Northfield Savings Bank | ||||||||
|
||||||||
Attest:
|
||||||||
|
||||||||
\s\ Madeline Frank
|
By:
Title: |
\s\ Annette Catino
|
||||||
|
||||||||
Attest: | Executive | |||||||
|
||||||||
\s\ Madeline Frank | \s\ John W. Alexander | |||||||
Secretary | John W. Alexander, Chairman of the Board | |||||||
and Chief Executive Officer | ||||||||
|
||||||||
Northfield Holdings Corp. | ||||||||
(The Company is executing this Agreement only for | ||||||||
purposes of acknowledging the obligations of the | ||||||||
Company hereunder.) | ||||||||
|
||||||||
Attest:
|
||||||||
|
||||||||
\s\ Madeline Frank
|
By: | \s\ Annette Catino | ||||||
|
||||||||
Secretary | Title: Director |
14
2
(i) | the termination by the Bank of Executives full-time employment hereunder for any reason other than termination governed by Section 6 (Termination for Just Cause) or termination governed by Section 7 (termination due to Disability or death); or | ||
(ii) | Executives resignation from the Banks employ for any of the following reasons: |
(A) | the failure to elect or reelect or to appoint or reappoint Executive to the position set forth under Section 1,; |
3
(B) | a material change in Executives functions, duties, or responsibilities with the Bank, which change would cause Executives position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above; | ||
(C) | a relocation of Executives principal place of employment by more than 30 miles from the main office of the Bank on Staten Island and the Rahway branch of the Bank in Rahway, New Jersey; | ||
(D) | a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits; | ||
(E) | a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution that is caused by a reorganization or a mutual-to-stock conversion of the Mutual Holding Company which does not affect the status of Executive; or | ||
(F) | a material breach of this Agreement by the Bank. |
Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written Notice of Termination, as defined in Section 9(a), given within six (6) full calendar months after the event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above. | |||
(iii) | Executives voluntary resignation from the Banks employ on the effective date of, or at any time following, a Change in Control of the Bank or the Company during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), |
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other than the Mutual Holding Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Companys outstanding securities except for any securities purchased by the Banks employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the Incumbent Board) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger, consolidation or similar transaction involving the Company is approved by the requisite vote of the Companys stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything to the contrary herein, a Change in Control shall not be deemed to have occurred in the event that (i) the Company sells less than 50% of its outstanding common stock in one or more stock offerings, or (ii) the Company or the Mutual Holding Company converts to stock form by reorganizing into the stock holding company structure. |
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Northfield Savings Bank | ||||||||
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Attest:
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\s\ Madeline Frank
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By:
Title: |
\s\ John W. Alexander
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Attest: | Executive | |||||||
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\s\ Madeline Frank | \s\ Kenneth J. Doherty | |||||||
Secretary | Kenneth J. Doherty, Executive Vice President and Senior | |||||||
Lending Officer | ||||||||
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Northfield Holdings Corp.
(The Company is executing this Agreement only for |
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purposes of acknowledging the obligations of the | ||||||||
Company hereunder.) | ||||||||
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Attest:
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\s\ Madeline Frank
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By: | \s\ John W. Alexander | ||||||
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Secretary
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Title: | CEO |
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(i) | the termination by the Bank of Executives full-time employment hereunder for any reason other than termination governed by Section 6 (Termination for Just Cause) or termination governed by Section 7 (termination due to Disability or death); or | ||
(ii) | Executives resignation from the Banks employ for any of the following reasons: |
(A) | the failure to elect or reelect or to appoint or reappoint Executive to the position set forth under Section 1; |
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(B) | a material change in Executives functions, duties, or responsibilities with the Bank, which change would cause Executives position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above; | ||
(C) | a relocation of Executives principal place of employment by more than 30 miles from the main office of the Bank on Staten Island and the Rahway branch of the Bank in Rahway, New Jersey; | ||
(D) | a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits; | ||
(E) | a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution that is caused by a reorganization or a mutual-to-stock conversion of the Mutual Holding Company which does not affect the status of Executive; or | ||
(F) | a material breach of this Agreement by the Bank. |
Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written Notice of Termination, as defined in Section 9(a), given within six (6) full calendar months after the event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above. | |||
(iii) | Executives voluntary resignation from the Banks employ on the effective date of, or at any time following, a Change in Control of the Bank or the Company during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), |
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other than the Mutual Holding Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Companys outstanding securities except for any securities purchased by the Banks employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the Incumbent Board) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger, consolidation or similar transaction involving the Company is approved by the requisite vote of the Companys stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything to the contrary herein, a Change in Control shall not be deemed to have occurred in the event that (i) the Company sells less than 50% of its outstanding common stock in one or more stock offerings, or (ii) the Company or the Mutual Holding Company converts to stock form by reorganizing into the stock holding company structure. |
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Northfield Bank | |||||
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Attest:
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\s\ Madeline Frank
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By: | \s\ John Alexander | |||
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Secretary
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Title: | CEO | |||
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Attest: | Executive | ||||
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\s\ Madeline Frank | \s\ Michael J. Widmer | ||||
Secretary | Michael J. Widmer, Executive Vice President | ||||
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Northfield Bancorp, Inc.
(The Company is executing this Agreement only for purposes of acknowledging the obligations of the Company hereunder.) |
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Attest:
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\s\ Madeline Frank
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By: | \s\ John Alexander | |||
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Secretary
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Title: | CEO |
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(i) | the termination by the Bank of Executives full-time employment hereunder for any reason other than termination governed by Section 6 (Termination for Just Cause) or termination governed by Section 7 (termination due to Disability or death); or | ||
(ii) | Executives resignation from the Banks employ for any of the following reasons: |
(A) | the failure to elect or reelect or to appoint or reappoint Executive to the position set forth under Section 1; |
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(B) | a material change in Executives functions, duties, or responsibilities with the Bank, which change would cause Executives position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1, above; | ||
(C) | a relocation of Executives principal place of employment by more than 30 miles from the main office of the Bank on Staten Island and the Rahway branch of the Bank in Rahway, New Jersey; | ||
(D) | a material reduction in the benefits and perquisites to Executive from those being provided as of the Effective Date of this Agreement, other than a reduction that is part of a Bank-wide reduction in pay or benefits; | ||
(E) | a liquidation or dissolution of the Company or the Bank, other than a liquidation or dissolution that is caused by a reorganization or a mutual-to-stock conversion of the Mutual Holding Company which does not affect the status of Executive; or | ||
(F) | a material breach of this Agreement by the Bank. |
Upon the occurrence of any event described in clauses (A), (B), (C), (D), (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written Notice of Termination, as defined in Section 9(a), given within six (6) full calendar months after the event giving rise to said right to elect. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above. | |||
(iii) | Executives voluntary resignation from the Banks employ on the effective date of, or at any time following, a Change in Control of the Bank or the Company during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), |
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other than the Mutual Holding Company, is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Companys outstanding securities except for any securities purchased by the Banks employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the Incumbent Board) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger, consolidation or similar transaction involving the Company is approved by the requisite vote of the Companys stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything to the contrary herein, a Change in Control shall not be deemed to have occurred in the event that (i) the Company sells less than 50% of its outstanding common stock in one or more stock offerings, or (ii) the Company or the Mutual Holding Company converts to stock form by reorganizing into the stock holding company structure. |
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Northfield Savings Bank | ||||||
Attest:
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||||||
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\s\ Madeline Frank
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By: | \s\ John W. Alexander | ||||
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||||||
Secretary
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Title: | CEO | ||||
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||||||
Attest:
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Executive | |||||
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\s\ Madeline Frank
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\s\ Steven M. Klein | |||||
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Secretary | Steven M. Klein, Executive Vice President and Chief Financial Officer | |||||
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||||||
Northfield Holdings Corp. (The Company is executing this Agreement only for purposes of acknowledging the obligations of the Company hereunder.) | ||||||
Attest:
|
||||||
\s\ Madeline Frank
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By: | \s\ John W. Alexander | ||||
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||||||
Secretary
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Title: | CEO |
13
1. | Definitions . In this Agreement, the following words and phrases shall have the following meanings: |
(a) | Benefit Commencement Date shall mean the first business day of the calendar month following the earliest of (i) Executives Separation from Service or (iii) Executives death. | ||
(b) | Monthly Benefit shall mean $17,450.00, payable on the first calendar day of each month, starting on the Benefit Commencement Date and ending 120 months later. | ||
(c) | Separation from Service shall mean September 30, 2006, the date of cessation of the employment relationship between Executive and the Bank, the Company, the Mutual Holding Company and any affiliates and subsidiaries, and shall be construed to comply with Section 409A of the Internal Revenue Code of 1986 (the Code) and Proposed Treasury Regulations Section 1.409A-1(h). | ||
(d) | Change in Control . A Change in Control shall mean (i) a change in the ownership of the Company or Bank, (ii) a change in the effective control of the Company or Bank, or (iii) a change in the ownership of a substantial portion of the assets of the Company or Bank, as described below. | ||
A change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as defined in 2005 Proposed Treasury Regulations section 1.409A-3(g)(5)(v)(B)), acquires ownership of stock of the Company or Bank that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock |
of such corporation. For these purposes, a change in ownership will not be deemed to have occurred if no stock of the Company or Bank is outstanding. | |||
A change in the effective control of the Company or Bank occurs on the date that either (i) any one person, or more than one person acting as a group (as defined in 2005 Proposed Treasury Regulations section 1.409A-3(g)(5)(vi)(D)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company or Bank possessing 35 percent or more of the total voting power of the stock of the Company or Bank, or (ii) a majority of the members of the Companys or Banks board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Companys or Banks board of directors prior to the date of the appointment or election, provided that this subsection (ii) is inapplicable where a majority shareholder of the Company or Bank is another corporation. | |||
A change in a substantial portion of the Companys or Banks assets occurs on the date that any one person or more than one person acting as a group (as defined in 2005 Proposed Treasury Regulations section 1.409A-3(g)(5)(vii)(C)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company or Bank that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of (i) all of the assets of the Company or Bank, or (ii) the value of the assets being disposed of, either of which is determined without regard to any liabilities associated with such assets. For all purposes hereunder, the definition of Change in Control shall be construed to be consistent with the requirements of 2005 Proposed Treasury Regulations section 1.409A-3(g)(5), except to the extent that such proposed regulations are superseded by subsequent guidance. |
2. | Payment of Benefits . |
(a) | Normal Benefit . On the Benefit Commencement Date, the Bank shall begin paying Executive the Monthly Benefit, which shall thereafter be paid on the first business day of each calendar month for a total of 120 months (i.e., monthly payments for 10 years). Notwithstanding anything herein to the contrary, if Executive is a specified employee within the meaning of Code Section 409A and he has experienced a Separation from Service, then, to the extent necessary to comply with Code Section 409A, such payments shall not commence until the first day of the seventh month following the date of Executives Separation from Service. | ||
(b) | Death Benefit . | ||
(i) Death During Service . If Executive dies prior to the Separation from Service, the Bank shall pay to Executives surviving spouse the Monthly Benefit commencing |
2
on the first business day of the month following Executives death and continuing on the first business day of each calendar month thereafter for a period of 120 months. | |||
(ii) Death During Benefit Period . If Executive dies on or after the Separation from Service, the Bank shall continue to make the remaining monthly payments due to Executive under this Agreement to Executives surviving spouse. |
3. | Claims and Arbitration . |
(a) | Claims . In the event a claim for benefits is wholly or partially denied under this Agreement, Executive or any other person claiming benefits under this Agreement (a Claimant) shall be given notice in writing within 30 calendar days after the Banks receipt of the claim. For good cause shown, the Bank may extend this period for an additional 30 calendar days. Any denial must specifically set forth the reasons for the denial and any additional information necessary to rescind such denial. The Claimant shall have the right to seek a review of the denial by filing a written request with the Bank within 60 calendar days of receipt of the denial. Such request may be supported by such documentation and evidence deemed relevant by the Claimant. Following receipt of this information, the Bank shall make a final determination and notify the Claimant in writing within 60 calendar days of the Banks receipt of the request for review together with the specific reasons for the decision. | ||
(b) | Arbitration . Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator selected by mutual agreement of Executive and the Bank, sitting in a location selected by Executive within fifty (50) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Associations National Rules for the Resolution of Employment Disputes (National Rules) then in effect. Judgment may be entered on the arbitrators award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. |
4. | General Assets and Funding . The amounts payable under this Agreement are payable from the general assets of the Bank and no special fund or arrangement is intended to be established hereby nor shall the Bank be required to earmark, place in trust or otherwise segregate assets with respect to this Agreement or any benefits hereunder. The Bank reserves the right to determine how the Bank will fund its obligations under this Agreement. If the Bank elects to purchase assets relating to this Agreement, in whole or in part, through the medium of life insurance or annuities, or both, the Bank shall be the owner and beneficiary of each such policy unless otherwise provided by this Agreement. The Bank reserves the absolute right, in its sole discretion, to terminate such life insurance or annuities, as well as any other investment program, at any time, in whole or in part unless otherwise provided by this Agreement. Such termination shall in no way affect the Banks obligation to pay the Executive the benefits as provided in this Agreement. At no time shall |
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Executive be deemed to have any right, title, or interest in or to any specific asset or assets of the Bank, including but not by way of restriction, any insurance or annuity contract and contracts or the proceeds therefrom. | ||
The rights of Executive or any other person claiming through Executive under this Agreement shall be solely those of an unsecured general creditor of the Bank. Executive or any other person claiming through Executive, shall only have the right to receive from the Bank those payments as specified under this Agreement. Executive agrees that he, or any other person claiming through him, shall have no rights or interests whatsoever in any asset of the Bank, including any insurance policies or contracts that the Bank may possess or obtain to informally fund this Agreement. Any asset used or acquired by the Bank in connection with the liabilities it has assumed under this Agreement, except as expressly provided, shall not be deemed to be held under any trust for the benefit of Executive or his spouse nor shall it be considered security for the performance of the obligations of the Bank. It shall be, and remain, a general, unpledged and unrestricted asset of the Bank. |
5. | Non-Competition And Non-Disclosure . |
(a) | Non-Competition . So long as benefits are being paid under this Agreement, Executive agrees not to compete with the Bank or the Company in any city, town or county in which the Bank has an office or has filed an application for regulatory approval to establish an office, except as agreed to pursuant to a resolution duly adopted by the Board. The Executive agrees that during such period and within said cities, towns and counties, the Executive shall not work for or advise, consult or otherwise serve with, directly or indirectly, any entity whose business materially competes with the depository, lending or other business activities of the Bank or the Company. So long as benefits are being paid under this Agreement, Executive also shall not directly or indirectly, solicit, hire, or entice any person who was an employee of the Bank or the Company or any customer or client of the Bank or the Company to cease, terminate, or reduce any relationship with the Bank or the Company or to divert any business from the Bank or the Company. Further, Executive will not directly or indirectly disclose the names, addresses, telephone numbers, compensation, or other arrangements between the Bank or the Company and any individual or entity described in Section 5(a). The parties hereto, recognizing that irreparable injury will result to the Bank, its business and property in the event of Executives breach of this Section agree that in the event of any such breach by Executive, the Bank will be entitled, in addition to any other remedies and damages available: (i) to immediately cease payment of any amount that would otherwise be payable under this Agreement; and (ii) to obtain an injunction to restrain the violation hereof by Executive, Executives partners, agents, servants, employees and all persons acting for or under the direction of Executive. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to the Bank or the Company for such breach or threatened breach, including the recovery of damages from Executive. |
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To the extent any part of this Section 5(a) is found to be unenforceable, Executive and the Bank agree that a court of competent jurisdiction shall have authority to reform this Section 5(a) to the extent necessary to provide the maximum period and geographic area of non-competition that is enforceable under applicable law, in consideration for the benefits paid and payable to Executive hereunder. |
(b) | Non-Disclosure . Executive recognizes and acknowledges that the knowledge of the business activities, plans for business activities, and all other proprietary information of the Bank and the Company as it may exist from time to time, are valuable, special and unique assets of the business of the Bank and the Company. Executive will not, during the period when benefits are being paid under this Agreement, disclose any knowledge of the past, present, planned or considered business activities or any other similar proprietary information of the Bank or the Company to any person, firm, corporation, or other entity for any reason or purpose whatsoever unless expressly authorized by a resolution of the Board of Directors of the Bank or the Company or required by law. Notwithstanding the foregoing, Executive may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas which are not solely and exclusively derived from the business plans and activities of the Bank or the Company. Further, Executive may disclose information regarding the business activities of the Bank to the Superintendent of Banks of the State of New York, the New York Banking Department, the Federal Deposit Insurance Corporation (FDIC) or other appropriate bank regulator, pursuant to a formal regulatory request. In the event of a breach or threatened breach by Executive of the provisions of this Section, the Bank or the Company will be entitled to an injunction restraining Executive from disclosing, in whole or in part, the knowledge of the past, present, planned or considered business activities of the Bank or the Company, or any other similar proprietary information, or from rendering any services to any person, firm, corporation, other entity to whom such knowledge, in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein will be construed as prohibiting the Bank or the Company from pursuing any other remedies available to the Bank or the Company for such breach or threatened breach, including the recovery of damages from Executive. |
6. | Amendment and Termination. |
(a) | Amendment . The Bank and Executive may amend this Agreement at any time, in whole or in part pursuant a mutual written agreement. | ||
(b) | Termination . The Bank may partially or completely terminate the Agreement at any time, if, in its judgment, the tax, accounting, or other effects of the continuance of the Agreement, or potential payments thereunder, would not be in the best interests of the Bank; provided, however, that the termination shall not decrease the amount payable to the Executive. Subject to the requirements of Code Section 409A, in the event of termination, the Agreement shall cease to operate and the Bank shall pay the Executive a lump sum equal to the present value of the remaining amount due under this Agreement (discounted to present value using comparable Treasury yields for the |
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remaining number of months of payments that would otherwise be owed under the Agreement) as of the effective date of the complete termination. |
7. | Miscellaneous . |
(a) | Withholding . | ||
(i) Income Taxes . To the extent amounts payable under this Agreement are determined by the Bank, in good faith, to be subject to federal, state or local income tax, the Bank may withhold from each such payment an amount necessary to meet the Banks obligation to withhold amounts under the applicable federal, state or local law. | |||
(ii) Employment Taxes . The parties agree that the entire amount payable under this Agreement shall be taken into account for federal employment tax purposes under Code Section 3121(v)(2) as of the effective date of this Agreement. | |||
(b) | Governing Law . This Agreement shall be construed under the laws of the State of New York, except to the extent that federal law applies. | ||
(c) | Future Employment . This Agreement shall not be construed as providing the Executive the right to be continued in the employ of the Bank or its affiliates or subsidiaries. | ||
(d) | No Pledge or Attachment . No benefit which is or may become payable under this Agreement shall be subject to any anticipation, alienation, sale, transfer, pledge, encumbrance or hypothecation or subject to any attachment, levy or similar process and any attempt to effect any such action shall be null and void. | ||
(e) | Successors and Assigns . This Agreement and the obligations of the Bank herein shall be binding upon the successors and assigns of the Bank. Notwithstanding the preceding sentence, in the event of a Change in Control of the Bank or the Company, the Bank shall pay the Executive a lump sum equal to the present value of the remaining amount due under this Agreement (discounted to present value using comparable Treasury yields for the remaining number of months of payments that would otherwise be owed under the Agreement) as of the effective date of the Change in Control. | ||
(f) | Notices . Any notices under this Agreement shall be provided to the Executive at his last address on file with the Bank. | ||
(g) | Headings . Headings of sections herein are inserted for convenience of reference. They are not to be considered in the construction of this Agreement. | ||
(h) | Savings Clause . If any provision of this Agreement shall be for any reason invalid or unenforceable, the remaining provisions shall be carried into effect. |
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(i) | Entire Agreement . This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than as specifically set forth herein. | ||
(j) | Top Hat Agreement. For purposes of the Internal Revenue Code, the Bank intends this Agreement to be an unfunded, unsecured promise to pay on the part of the Bank. For purposes of ERISA, the Bank intends this Agreement to be an unfunded obligation solely for the benefit of the Executive for the purpose of qualifying this Agreement for the top hat exception under sections 201(2), 301(a)(3) and 401(a) of ERISA. |
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NORTHFIELD SAVINGS BANK | |||
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7/18/06
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By: | \s\ John W. Alexander | ||
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Date
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John W. Alexander | |||
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Chairman and Chief Executive Officer | |||
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EXECUTIVE | |||
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\s\ Albert J. Regen | |||
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7/18/06
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Albert J. Regen | |||
Date
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Witness | |||
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\s\ Madeline Frank 7/18/06 |
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(1) | An amount equal to 10 percent of the excess of before tax profits over one percent of average assets will be available for base awards and individual awards under the program. Banks executives (senior vice president and above) are eligible for base awards based upon the guidelines detailed in items two and three below. In addition, employees at the level of executive vice president and above will be eligible for an additional award based upon individual goals and performance (individual awards). Before tax profits will be calculated on a tax-equivalent basis and adjustments will be made to the calculation of before tax profits and average assets if an arbitrage program is implemented. |
(2) | The Banks performance, for purposes of determining base awards, will be benchmarked against peer group averages for the following eight categories: |
(a) | Return on average assets before tax | ||
(b) | Return on average equity before tax | ||
(c) | Tier one capital as a percentage of assets | ||
(d) | Net interest margin | ||
(e) | Operating expense as a percentage of average earning assets | ||
(f) | Cost of funding | ||
(g) | Non-performing loans as a percentage of total assets | ||
(h) | Efficiency ratio |
In the event Northfield does not perform equal to or better than peer group averages for at least five of the eight categories, the pool will be equal to 20 percent of the amount available for distribution under (1) times the number of categories for which the Bank performed equaled to or better than the peer group average. | ||
(3) | The maximum base award is 25 percent of an individual executives salary. |
(4) | Based upon specific goals and performance, an additional individual award may be granted (unless prohibited or limited by law or regulation). |
(5) | The Compensation Committee will review performance and recommend all base and individual awards for approval by the Board of Directors. |
(6) | Payment of amounts awarded under the Plan will be deferred while the Bank is under the Memorandum of Understanding dated June 27, 2005. |
Name | State of Incorporation | |
Northfield Bank
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Federal* | |
NSB Insurance Agency
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New York** | |
NSB Services Corp.
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Delaware** | |
NSB Realty Trust
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Maryland *** |
* | Subsidiary of Northfield Bancorp, Inc. | |
** | Subsidiary of Northfield Bank | |
*** | Subsidiary of NSB Services Corp. |
Northfield Bancorp, Inc.:
Short Hills, New Jersey
June 7, 2007
| conduct financial due diligence, including interviews of senior management and reviews of financial and other records; |
| gather an understanding of the Banks current and projected financial condition, profitability, risk characteristics, operations and external factors that might influence or impact the Bank; |
| prepare a detailed written valuation report of the Bank and the Company, that is consistent with applicable regulatory guidelines and standard valuation practices; |
| prepare and deliver an opinion, in form and substance acceptable to legal and tax counsel of the Bank and the Company, to the effect that the subscription rights granted to eligible account holders, the applicable stock benefit plans and others in connection with the stock offering, have no value. |
| include an in-depth analysis of the operating results and financial condition of the Bank and the Company; |
| assess the interest rate risk, credit risk and liquidity risk; |
| describe the business strategies of the Bank and the Company, the market area, competition and potential for the future; |
| include a detailed peer analysis of publicly traded savings institutions for use in determining appropriate valuation adjustments based upon multiple factors; |
| include a midpoint pro forma valuation along with a range of value around the midpoint value; |
| comply, in form and substance to all applicable requirements of regulatory authorities for purposes of its use to establish the estimated pro forma market value of the common stock of the Company following the Conversion and Stock Offering. |
| provide FinPro with all financial and other information, whether or not publicly available, necessary to familiarize FinPro with the business and operations of the Bank and the Company; | ||
| allow FinPro the opportunity, from time to time, to discuss the operations of the Bank and the Company with Bank and Company personnel; | ||
| promptly advise FinPro of any material or contemplated material transactions that may have an effect on the day-to-day operations of the Bank and the Company; | ||
| provide FinPro with all support schedules required to compile Regulatory, Board and Management reports; and | ||
| provide FinPro with offering circular, prospectus and all other materials relevant to the appraisal function for the Conversion. |
1. | Appraisal document | |
2. | Final Appraisal document |
2.
| $65,000 for the initial appraisal; and | ||
| $10,000 for appraisal updates, (this fee is only applicable in the event that the transaction structure changes or the financial figures go stale). |
| A non-refundable retainer of $10,000; | ||
| upon submission of the appraisal to the regulators, a non-refundable fee of $20,000; plus | ||
| upon completion of the Stock Offering, a non-refundable fee equal to the remainder; and | ||
| if appraisal updates are necessary, they will be payable upon delivery. |
Director Level and Above
|
$ | 300 | ||
Staff Consultant Level
|
$ | 150 |
3.
4.
\s\ Dennis E. Gibney
|
\s\ Steven M. Klein | |
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Dennis E. Gibney, CFA
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Steven M. Klein | |
Managing Director
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EVP & CFO | |
FinPro, Inc.
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Northfield Bancorp, Inc. | |
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Northfield Savings Bank | |
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4/27/07
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4/27/07 | |
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Date
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Date |
5.
Michael R. Keller
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President
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Accepted subject to execution of an acceptable | |
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confidentiality agreement. | |
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MRK: jmm
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||
enclosure
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Accepted this 27 day of April , 2007.
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\s\ Steven M. Klein
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||
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EVP & CFO
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(1) | the subscription rights will have no ascertainable market value; and | ||
(2) | the price at which the subscription rights are exercisable will not be more or less than the pro forma market value of the shares upon issuance. |
Northfield Bancorp, Inc.
Staten Island, New York
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Northfield Bancorp, Inc.
Staten Island, New York
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Exhibit | ||
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1. |
Profile of FinPro, Inc. and the Author of the Appraisal
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2. |
Consolidated Balance Sheets
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3. |
Consolidated Statements of Income
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4. |
Consolidated Statements of Changes in Shareholders Equity
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5. |
Consolidated Statements of Cash Flows
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6. |
Net Income Reconciliation
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7. |
Comparable Group Selection Screens
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8. |
Selected Financial Data
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9. |
Industry Fully Converted Pricing Multiples
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10. |
MHC Conversions 2006 to Date
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11. |
Full Offering No Foundation Appraisal Pro Forma March 31, 2007 12 Months
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12. |
Full Offering With Foundation Appraisal Pro Forma March 31, 2007 12 Months
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13. |
MHC Appraisal Pro Forma March 31, 2007 12 Months
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14. |
MHC Fiscal Year Offering Circular Pro Forma December 31, 2006 12 Months
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15. |
MHC Stub Period Offering Circular Pro Forma March 31, 2007 3 Months
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Conversion Valuation Appraisal Report | Page: 1 |
| 43.00% of the total shares will be sold to the depositors and public, | ||
| 2.00% of the total shares will be contributed to a charitable foundation, | ||
| cash equal to $3.0 million will be contributed to a charitable foundation, | ||
| the stock will be issued at $10.00 per share, | ||
| the conversion expenses will be $2.8 million at the midpoint, | ||
| there will be an ESOP equal to 3.92% of the total shares outstanding funded internally, amortized over 30 years straight-line, | ||
| there will be an MRP equal to 1.96% of the total shares outstanding, amortized over 5 years straight-line, | ||
| there will be a Stock Option Plan equal to 4.90% of the total shares outstanding, expensed at $3.20 per option over 5 years straight-line, | ||
| the tax rate is assumed at 40.00%, and | ||
| the net proceeds will be invested at the one-year treasury rate of 4.90%, pre-tax. |
Conversion Valuation Appraisal Report | Page: 2 |
Conversion Valuation Appraisal Report | Page: 3 |
Conversion Valuation Appraisal Report | Page: 4 |
Conversion Valuation Appraisal Report | Page: 5 |
Conversion Valuation Appraisal Report | Page: 6 |
| Remaining a community-oriented financial institution; | ||
| Continuing its focus on commercial real estate lending and construction and land lending; | ||
| Expanding its branch network; | ||
| Increasing its origination of home equity and second mortgage loans; | ||
| Maintaining high asset quality; and | ||
| Purchasing investment securities. |
Conversion Valuation Appraisal Report | Page: 7 |
Conversion Valuation Appraisal Report | Page: 8 |
Conversion Valuation Appraisal Report | Page: 9 |
Conversion Valuation Appraisal Report | Page: 10 |
Conversion Valuation Appraisal Report | Page: 11 |
Conversion Valuation Appraisal Report | Page: 12 |
Conversion Valuation Appraisal Report | Page: 13 |
Conversion Valuation Appraisal Report | Page: 14 |
Conversion Valuation Appraisal Report | Page: 15 |
Conversion Valuation Appraisal Report | Page: 16 |
Conversion Valuation Appraisal Report | Page: 17 |
Conversion Valuation Appraisal Report | Page: 18 |
Conversion Valuation Appraisal Report | Page: 19 |
Conversion Valuation Appraisal Report | Page: 20 |
Conversion Valuation Appraisal Report | Page: 21 |
Conversion Valuation Appraisal Report | Page: 22 |
Conversion Valuation Appraisal Report | Page: 23 |
Conversion Valuation Appraisal Report | Page: 24 |
Conversion Valuation Appraisal Report | Page: 25 |
Conversion Valuation Appraisal Report | Page: 26 |
Conversion Valuation Appraisal Report | Page: 27 |
Conversion Valuation Appraisal Report | Page: 28 |
Conversion Valuation Appraisal Report | Page: 29 |
Conversion Valuation Appraisal Report | Page: 30 |
Conversion Valuation Appraisal Report | Page: 31 |
Conversion Valuation Appraisal Report | Page: 32 |
1. | Asset Size | ||
2. | Profitability | ||
3. | Capital Level | ||
4. | Balance Sheet Mix | ||
5. | Operating Strategy | ||
6. | Date of Conversion |
Conversion Valuation Appraisal Report | Page: 33 |
Conversion Valuation Appraisal Report | Page: 34 |
Conversion Valuation Appraisal Report | Page: 35 |
| Financial Condition | ||
| Balance Sheet Growth | ||
| Earnings Quality, Predictability and Growth | ||
| Market Area | ||
| Cash Dividends | ||
| Liquidity of the Issue | ||
| Recent Regulatory Matters |
| Management | ||
| Subscription Interest |
Conversion Valuation Appraisal Report | Page: 36 |
Conversion Valuation Appraisal Report | Page: 37 |
Conversion Valuation Appraisal Report | Page: 38 |
Conversion Valuation Appraisal Report | Page: 39 |
Conversion Valuation Appraisal Report | Page: 40 |
Conversion Valuation Appraisal Report | Page: 41 |
Positive | Neutral | Negative | ||
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Lower Adjusted | |||
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Asset Growth | |||
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Lower Adjusted | |||
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Deposit Growth | |||
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Lower Loan Growth |
Conversion Valuation Appraisal Report | Page: 42 |
| net interest income | ||
| loan loss provision | ||
| non-interest income | ||
| non-interest expense |
Conversion Valuation Appraisal Report | Page: 43 |
Conversion Valuation Appraisal Report | Page: 44 |
Conversion Valuation Appraisal Report | Page: 45 |
Conversion Valuation Appraisal Report | Page: 46 |
Positive | Neutral | Negative | ||
Higher Core ROAA
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Lower Noninterest Income | |||
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Higher Core ROAE
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Lower Noninterest Expense
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||||
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Higher Net Interest Margin
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Higher Pro Forma Core ROAE
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Conversion Valuation Appraisal Report | Page: 47 |
Conversion Valuation Appraisal Report | Page: 48 |
Conversion Valuation Appraisal Report | Page: 49 |
Positive | Neutral | Negative | ||
Higher Population Growth
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||||
Higher Population Per Branch
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||||
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||||
Higher Household Income
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||||
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Higher Income Growth
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Lower Unemployment
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Conversion Valuation Appraisal Report | Page: 50 |
Conversion Valuation Appraisal Report | Page: 51 |
Conversion Valuation Appraisal Report | Page: 52 |
Conversion Valuation Appraisal Report | Page: 53 |
Conversion Valuation Appraisal Report | Page: 54 |
Conversion Valuation Appraisal Report | Page: 55 |
Conversion Valuation Appraisal Report | Page: 56 |
Conversion Valuation Appraisal Report | Page: 57 |
Valuation Factor | Valuation Adjustment | |
Financial Condition
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Modest Upward | |
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Balance Sheet Growth
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Moderate Downward | |
|
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Earnings Quality, Predictability and Growth
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Upward | |
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Market Area
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Upward | |
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Dividends
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No Adjustment | |
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Liquidity of the Issue
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Modest Upward | |
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Recent Regulatory Matters
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No Adjustment |
Valuation Factor | Valuation Adjustment | |
Management
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No Adjustment | |
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Subscription Interest
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Upward |
Conversion Valuation Appraisal Report | Page: 58 |
Conversion Valuation Appraisal Report | Page: 59 |
Conversion Valuation Appraisal Report | Page: 60 |
Conversion Valuation Appraisal Report | Page: 61 |
Conversion Valuation Appraisal Report | Page: 62 |
Conversion Valuation Appraisal Report | Page: 63 |
Conversion Valuation Appraisal Report | Page: 64 |
Profile of FinPro and the Author 20 Church Street ? Liberty Corner, NJ 07938 ? P: (908) 604-9336 ? F: (908) 604-5951 ? finpro@finpronj.com ? www.finpronj.com Exhibit 1. |
About the Firm . . . FinPro, Inc. was established in 1987 as a full service financial advisory and management consulting firm specializing in providing advisory services to the financial institutions industry. FinPro is not a transaction oriented firm. This approach uniquely positions FinPro as an objective third party willing to explore all strategic alternatives rather than focus solely on transaction oriented strategies. FinPro believes that a client deserves to be presented with all alternatives. Careful consideration is given to the associated benefits and drawbacks of each alternative so decisions can be made on the merits of these alternatives. FinPro principals are frequent speakers and presenters at financial institution trade association functions. FinPro teaches: strategic planning and mergers and acquisitions at the Stonier School of Banking; strategic planning to examiners from the Federal Deposit Insurance Corporation, Office of Thrift Supervision and several State Banking Departments; various capital market and finance courses at the Graduate School of Bank Investments and Financial Management at the University of South Carolina; and an online mergers and acquisitions course for the American Bankers Association. FinPro maintains a library of databases encompassing bank and thrift capital markets data, census data, branch deposit data, national peer data, market research data along with many other related topics. As such, FinPro can provide quick, current and precise analytical assessments based on timely data. In addition, FinPro's geographic mapping capabilities give it a unique capability to thematically illustrate multiple issues and to provide targeted marketing opportunities to its clients. HEADQUARTERS FinPro, Inc. 20 Church Street P.O. Box 323 Liberty Corner, NJ 07938 Phone: (908) 604-9336 Fax: (908) 604-5951 NEW ENGLAND REGIONAL OFFICE FinPro, Inc. 831 Beacon Street Newton Centre, MA 02459 Phone: (617) 852-5290 Fax: (617) 795-2416 NEW YORK REGIONAL OFFICE FinPro, Inc. P.O. Box 780 East Aurora, NY 14052 Phone: (716) 652-5177 Fax: (716) 652-5177 |
About the Author . . . Dennis joined FinPro in June of 1996. Dennis manages all of the firm's capital markets engagements including mergers and acquisitions, stock valuations and fairness opinions. Competitive analysis, strategic analysis and branch divestitures/acquisitions are other areas of expertise. Dennis has worked on the appraisal of over $3.0 billion in thrift conversion IPOs, the most notable being that of Roslyn Bancorp, Inc. He has also prepared expert witness testimony for litigation involving corporate appraisal methodology. In 2003, Dennis taught the American Bankers Association's Merger and Acquisition Course. Prior to joining the firm, Dennis received broad-based experience in the securities industry. He worked as an Allocations Specialist for Merrill Lynch & Company, supporting their mortgage-backed securities trading desk in New York and for Sandler O'Neill & Partners. Dennis graduated Magna Cum Laude from Babson College with a triple-major in Finance, Investments and Economics. He is a CFA Charterholder and a member of the New York Society of Security Analysts. Dennis E. Gibney, CFA Managing Director |
1. | Dear Depositor Letter* | |
2. | Dear Friend Letter Eligible Account Holders who are no longer Depositors* | |
3. | Dear Potential Investor Letter* | |
4. | Dear Customer Letter Used as a Cover Letter for States Requiring Agent Mailing* | |
5. | Stock Q&A ( page 1 of 4 )* | |
6. | Stock Q&A ( page 2 of 4 )* | |
7. | Stock Q&A ( page 3 of 4 )* | |
8. | Stock Q&A ( page 4 of 4 )* | |
9. | Stock Order Form (page 1 of 2) * | |
10. | Stock Order Form Certification (page 2 of 2)* | |
11. | Stock Order Form Guidelines* | |
12. | OTS Guidance Letter* | |
13. | Invitation Letter Informational Meetings | |
14. | Dear Subscriber/Acknowledgment Letter Initial Response to Stock Order Received | |
15. | Dear Shareholder Confirmation Letter | |
16. | Dear Interested Investor No Shares Available Letter | |
17. | Welcome Shareholder Letter For Initial Certificate Mailing | |
18. | Dear Interested Subscriber Letter Subscription Rejection | |
19. | Letter for Sandler ONeill Mailing to Clients* |
|
Sincerely, | |
|
||
|
John W. Alexander | |
|
Chairman, President and | |
|
Chief Executive Officer |
1
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Sincerely, | |
|
||
|
John W. Alexander | |
|
Chairman, President and | |
|
Chief Executive Officer |
2
|
Sincerely, | |
|
||
|
John W. Alexander | |
|
Chairman, President and | |
|
Chief Executive Officer |
3
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Sandler ONeill & Partners, L.P. |
4
Q. | Will the offering affect any of my deposit accounts or loans? |
A. | No. The offering will have no effect on the balance or terms of any deposit account. Your deposits will continue to be federally insured to the fullest extent permissible by law. The terms, including interest rate, of your loans with us will also be unaffected by the offering. |
Q. | Who can purchase shares of common stock? |
A. | The shares of common stock of Northfield Bancorp, Inc. will be offered in the Subscription Offering in the following order of priority: |
1. | Eligible Account Holders depositors of Northfield Bank with accounts totaling $50.00 or more on the close of business on March 31, 2006; | ||
2. | Tax-qualified benefit plans of Northfield Bank, including the employee stock ownership plan; | ||
3. | Supplemental Eligible Account Holders depositors of Northfield Bank with accounts totaling $50.00 or more on the close of business on June 30, 2007. | ||
4. | Other Members depositors who had accounts at Northfield Bank with aggregate balances of at least $50.00 as of the close of business on July 31, 2007. |
5
Upon completion of the subscription offering, shares of common stock that are not sold in the subscription offering, if any, will be offered first to certain members of the general public in a community offering and then, to the extent any shares remain, to the general public in a syndicated community offering and/or an underwritten public offering. |
Q. | Am I guaranteed to receive shares of common stock by placing an order? | |
A. | No. It is possible that orders received during the offering period will exceed the number of shares of common stock being sold. Such an oversubscription would result in shares of common stock being allocated among subscribers starting with subscribers who are Eligible Account Holders. If the offering is oversubscribed in the subscription offering, no orders received in the community offering will be filled. | |
Q. | Will any account I hold with Northfield Bank be converted into stock? | |
A. | No. All accounts remain as they were prior to the offering. | |
Q. | How many shares of common stock are being offered, and at what price? | |
A. | Northfield Bancorp, Inc. is offering for sale up to 18,616,936 shares of common stock at a subscription price of $10 per share. Under certain circumstances, Northfield Bancorp, Inc. may increase the maximum and sell up to 21,409,476 shares. | |
Q. | How much common stock can I purchase? | |
A. | The minimum purchase is $250 (25 shares). As more fully discussed in the stock issuance plan and the prospectus, the maximum purchase by any person in the subscription or community offering is $250,000 (25,000 shares); no person by himself or herself, with an associate or group of persons acting in concert, may purchase more than $500,000 (50,000 shares) of common stock in the offering. | |
Q. | How do I order shares of common stock? | |
A. | You may subscribe for shares of common stock by completing and returning the stock order and certification form, together with your payment, either in person to the Stock Information Center of Northfield Bank or by mail in the postage-paid envelope marked STOCK ORDER RETURN. Stock order forms will only be accepted at the Stock Information Center located at xxxxxxxxxx. Stock order forms will not be accepted at any branch offices . | |
Q. | How can I pay for my shares of common stock? | |
A. | You can pay for the common stock by check, cash, money order, or withdrawal from your deposit account or certificate of deposit at Northfield Bank. Checks and money orders should be made payable to Northfield Bancorp, Inc. Withdrawals from a deposit account or a certificate of deposit at Northfield Bank to buy shares of common stock may be made without penalty. If you choose to pay by cash, you must deliver the stock order and certification form and payment in person to the main office of Northfield Bank and it will be exchanged for a bank check or money order. Please do not send cash in the mail. |
6
Q. | When is the deadline to subscribe for shares of common stock? | |
A. | An executed stock order and certification form with the required full payment must be physically received (not postmarked) by Northfield Bancorp, Inc. no later than XX:00 x.m., Eastern time, on XXXday, September XX, 2007. | |
Q. | Can I subscribe for shares of common stock using funds in my IRA at Northfield Bank? | |
A. | Federal regulations do not permit the purchase of common stock with your existing IRA account at Northfield Bank. To use such funds to subscribe for shares of common stock, you need to establish a self directed trust account with an unaffiliated trustee. The transfer of such funds takes time, so please make arrangements as soon as possible. However, if you intend to use other funds to subscribe for common stock due to your eligibility as an IRA account holder, you need not close and transfer the IRA account. Please call our stock information center if you require additional information. | |
Q. | Can I subscribe for shares of common stock and add someone else who is not on my account to my stock registration? | |
A. | No. Federal law prohibits the transfer of subscription rights. With the exception of certain orders by depositors who are natural persons through IRA, Keogh or 401(k) plans, adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights and could result in legal action against you. We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights and we will not honor orders known by us to involve the transfer of these rights. | |
Q. | Can I subscribe for shares of common stock in my name alone if I have a joint account? | |
A. | No. With the exception of certain orders placed through an IRA, Keogh or 401(k) plan, a name can be deleted only in the event of the death of a named eligible depositor. | |
Q. | Can I use my Northfield Bank home equity line of credit to subscribe for shares of common stock? | |
A. | No. Northfield Bank cannot knowingly lend funds to anyone for them to subscribe for shares. This includes the use of funds available through a Northfield Bank home equity line of credit. | |
Q. | Will payments for shares of common stock earn interest until the stock offering closes? | |
A. | Yes. Any payment made in cash or by check or money order will earn interest at Northfield Banks passbook savings rate from the date of receipt to the completion or termination of the stock offering. Depositors who elect to pay for their shares of common stock by a withdrawal authorization will receive interest at the contractual rate on the account until the completion or termination of the stock offering. | |
Q. | Will dividends be paid on the shares of common stock? |
7
A. | Northfield Bancorp, Inc. has not yet established a cash dividend policy or determined the amount that may be paid or when payments may begin. | |||||||||||||||||||||||||||||
Q. | Will my shares of common stock be covered by deposit insurance? | |||||||||||||||||||||||||||||
A. | No. | |||||||||||||||||||||||||||||
Q. | Where will the shares of common stock be traded? | |||||||||||||||||||||||||||||
A. | Following the completion of the stock offering, our shares of common stock are expected to trade on the Nasdaq Global Select Market under the symbol NFBK. | |||||||||||||||||||||||||||||
Q. |
Can I change my mind after I place an order to subscribe for shares of common stock?
|
A.
|
|
No. After receipt, your order may not be modified or withdrawn.
|
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|
|
About The Charitable Foundation
|
|
Q.
|
|
What is the Northfield Bank Foundation and why is it being established?
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|
A.
|
|
In keeping with our long-standing commitment to our community, the stock issuance
plan provides for the establishment and funding of a charitable foundation to be known as
Northfield Bank Foundation. The foundations primary function will be to support inner city
education and redevelopment.
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Additional Information
|
|
Q.
|
|
What if I have additional questions or require more information?
|
|
A.
|
|
Northfield Bancorp, Inc.s prospectus that accompanies this brochure describes the
stock offering in detail. Please read the prospectus carefully before subscribing for stock.
If you have any questions after reading the enclosed material, you may call our stock
information center at (XXX) XXX-XXXX, Monday through Friday, between the hours of 10:00 a.m.
and 4:00 p.m., Eastern time. Please note that the stock information center will open on
Xxxday, August xxth. Additional material may only be obtained from the stock information
center.
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8
Northfield Bancorp, Inc. [logo] |
Subscription & Community Offering Stock Order Form Northfield Bancorp, Inc. Expiration Date |
Stock Information Center for Stock Order Forms: |
xxxxxxxxxx XXXday, September XX, 2007 Xxx, New York xxxxx XX:00 x.m., Eastern time (XXX) XXX-XXXX (received not postmarked) IMPORTANT: A properly completed original stock order form must be used to subscribe for common stock. Copies of this form are not required |
to be accepted. Please read the Stock Ownership Guide and Stock Order Form Instructions as you complete this form. (1) Number of Shares Subscription (2) Total Payment Due Minimum number of shares: 25 shares ($250) |
Price Maximum number of shares: 25,000 shares ($250,000) X 10.00 = Maximum number of shares for associates or group acting in concert: 50,000 shares ($500,000) |
See Instructions. $ (3) Employee/Officer/Director Information |
Check here if you are an employee, officer or director of Northfield Bancorp, Inc. or a member of such persons immediate family living in the same household. (4) Method of Payment by Check |
Enclosed is a check, bank draft or money order payable to Northfield Bancorp, Inc. Total Check Amount $ . |
in the amount indicated in this box. (5) Method of Payment by Withdrawal The undersigned authorizes withdrawal from the following account(s) at Northfield Bank. There is no early withdrawal penalty for this form of payment. Funds in an Individual Retirement Account maintained at Northfield Bank cannot be used unless special transfer arrangements are made. |
Bank Use Account Number(s) To Withdraw $ Withdrawal Amount $ . |
$ . |
(6) Purchaser Information |
Subscription Offering Check here and list account(s) below if you had : |
a. A deposit account(s) totaling $50.00 or more on the close of business March 31, 2006 (Eligible Account Holder). |
b. A deposit account(s) totaling $50.00 or more on the close of business June 30, 2007 but you are not an Eligible Account Holder (Supplemental Eligible Account Holder). |
c. A deposit account(s) totaling $50.00 or more on the close of business July 31, 2007 but you are not an Eligible Account Holder or Supplemental Eligible Account Holder (Other Member). Community Offering Check here if you are: |
d. A community member (Indicate county of residence in #9 below). PLEASE NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY RESULT IN THE LOSS OF PART OR ALL OF YOUR SUBSCRIPTION RIGHTS. SEE REVERSE SIDE FOR ADDITIONAL SPACE. |
Bank Use Account Number(s) Account Title (Name(s) on Account) (7) Form of Stock Ownership & SS# or Tax ID#: SS#/Tax ID# |
Individual Joint Tenants Tenants in Common Fiduciary (i.e., trust, estate) Uniform Transfers to Minors Act Company/Corporation/ IRA or other qualified plan (Indicate SS# of Minor only) Partnership (Both Tax ID# & SS# for IRAs) SS#/Tax ID# (8) Stock Registration & Address: |
Name and address to appear on stock certificate. |
Shares must be registered as reflected on your qualifying account. Adding or deleting a name or otherwise altering the form of beneficial ownership of a qualifying account will result in a loss of your subscription rights (with certain exceptions for IRA and Keogh purchases). Name: |
Name Continued: |
Mail to- |
Street: |
City: State: Zip Code: |
(9) Telephone County of |
Daytime/Evening ( ) ( ) Residence |
(10) NASD Affiliation - Check here if you are a member of the National Association of Securities Dealers, Inc. (NASD), a person affiliated, or associated, with a (11) Associates/Acting in Concert - Check here and complete the reverse side of this form if you or any associates or persons acting in concert with you have submitted other |
NASD member, (continued on reverse side) orders for shares. |
(12) Acknowledgement To be effective, this stock order form and certification form on the reverse side must be properly completed and physically received (not postmarked) by Northfield Bancorp, Inc. no later than XX:00 x,m. Eastern time, on XXXday, September XX, 2007, unless extended; otherwise this stock order form and all subscription rights will be void. The |
undersigned agrees that after receipt by Northfield Bancorp, Inc., this stock order form may not be modified, withdrawn or canceled without Northfield Bancorp, Inc.s consent and if authorization to withdraw from deposit accounts at Northfield Bank 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 hereby certify that the Social Security or Tax ID Number and the information provided on this stock order form are true, correct and complete and that I am not subject to back-up withholding. It is understood that this stock order form will be accepted in accordance with, and subject to, the terms and conditions of the stock issuance plan of Northfield Bancorp, Inc. described in the accompanying prospectus. The undersigned hereby acknowledges receipt of the prospectus at least 48 hours prior to execution and delivery of this stock order form to Northfield Bancorp, Inc. Federal regulations prohibit any person from transferring, or entering into any agreement, directly or indirectly, to transfer the legal or beneficial ownership of subscription rights or the underlying securities to the account of another. Northfield Bank, Northfield Bancorp, Inc. and Northfield Bancorp, MHC will 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. Under penalty of perjury, I certify that I am purchasing shares solely for my account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares. SIGNATURE REQUIRED ON REVERSE SIDE ALSO Bank Use Signature Date Signature Date |
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Item (6) Purchaser Account Information continued: |
Bank Use Account Number(s) Account Title (Name(s) on Account) |
Item (10) NASD continued: |
a member of the immediate family of any such person to whose support such person contributes, directly or indirectly, or the holder of an account in which a NASD member or person associated with a NASD member has a beneficial interest. You agree, if you have checked the NASD Affiliation box, to report this subscription in writing to the applicable NASD member within one day of payment therefor. |
Item (11) Associates/Acting In Concert continued: |
If you checked the box in item #11 on the reverse side of this form, list below all other orders submitted by you or associates (as defined below) or by persons acting in concert with you (also defined below). Name(s) listed on other stock order forms Number of shares ordered |
Associate - The term associate of a particular person means: (1) any corporation or organization, other than Northfield Bancorp, MHC, NSB Holding Corp., Northfield Bancorp, Inc. or Northfield Bank or a majority-owned subsidiary of Northfield Bancorp, MHC, NSB Holding Corp., Northfield Bancorp, Inc. or Northfield Bank, of which a person is a senior officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization; |
(2) any trust or other estate if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the estate. For purposes of Office of Thrift Supervision Regulations Sections 563b.370, 563b.380, 563b.385, 563b.390 and 563b.505, a person who has a substantial beneficial interest in one of our tax-qualified or non-tax-qualified employee plans, or who is a trustee or fiduciary of the plan is not an associate of the plan. For purposes of Section 563b.370 of the Office of Thrift Supervision Regulations, our tax-qualified employee plans are not associates of a person; |
(3) any person who is related by blood or marriage to such person and (i) who lives in the same house as the person; or (ii) who is a director or senior officer of Northfield Bancorp, MHC, Northfield Bancorp, Inc. or Northfield Bank or a subsidiary thereof; and |
(4) any person acting in concert with the persons or entities specified above. |
Acting in concert The term acting in concert means: (1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or |
(2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. |
A person or company that acts in concert with another person or company (other party) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any of our tax-qualified employee plans will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated. We may presume that certain persons are acting in concert based upon various facts, among other things, joint account relationships and the fact that persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies. |
YOU MUST SIGN THE FOLLOWING CERTIFICATION IN ORDER TO PURCHASE STOCK |
CERTIFICATION FORM |
I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED BY NORTHFIELD BANCORP, MHC, NORTHFIELD BANCORP, INC., NORTHFIELD BANK, THE FEDERAL GOVERNMENT OR BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTORS PRINCIPAL IS SUBJECT TO LOSS. |
If anyone asserts that this security is federally insured or guaranteed, or is as safe as an insured deposit, I should call Robert C. Albanese, Regional Director of the Northeast Regional Office of the Office of Thrift Supervision at (201) 413-1000. |
I further certify that, before purchasing the common stock, par value $0.01 per share, of Northfield Bancorp, Inc. (the Company), the holding company for Northfield Bank, I received a prospectus of the Company dated August xx, 2007 relating to such offer of common stock. |
The prospectus that I received contains disclosure concerning the nature of the common stock being offered by the Company and describes in the Risk Factors section beginning on page ___, the risks involved in the investment in this common stock, including but not limited to the following: (By Executing this Certification Form the Investor is Not Waiving Any Rights Under the Federal Securities Laws, Including the Securities Act of 1933 and the Securities Exchange Act of 1934) |
Signature Date Signature Date |
Print Name Print Name |
THIS CERTIFICATION MUST BE SIGNED IN ORDER TO PURCHASE STOCK |
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Northfield Bancorp, Inc. [LOGO] |
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. |
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. |
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. |
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 New York Uniform Transfers to Minors Act will be abbreviated John Doe, CUST Susan Doe UTMA NY (use minors social security number). |
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 corporations 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 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 10-1-93 for Susan Doe. |
Stock Order Form Instructions |
Items 1 and 2 Number of Shares and Total Payment Due |
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 by the subscription price of $10 per share. The minimum purchase in the subscription offering is $250 (25 shares) of common stock. As more fully described in the stock issuance plan outlined in the prospectus, the maximum purchase in any category of the subscription offering is $250,000 (25,000 shares) of common stock, and the maximum purchase in the community offering (if held) by any person, is $250,000 (25,000 shares) of common stock. However, no person, together with associates and persons acting in concert with such person, may purchase in the aggregate more than $500,000 (50,000 shares) of common stock. |
Item 3 Employee/Officer/Director Information |
Check this box to indicate whether you are an employee, officer or director of Northfield Bancorp, Inc. or a member of such persons immediate family living in the same household. |
Item 4 Method of Payment by Check |
If you pay for your stock by check, bank draft or money order, indicate the total amount in this box. Payment for shares may be made by check, bank draft or money order payable to Northfield Bank. Payment in cash may be made only if delivered in person. Your funds will earn interest at Northfield Bank s passbook savings rate of interest until the stock offering is completed. |
Item 5 Method of Payment by Withdrawal |
If you pay for your stock by a withdrawal from a deposit account at Northfield Bank, indicate 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. |
Item 6 Purchaser Information |
Subscription Offering |
a. Check this box if you had a deposit account(s) totaling $50.00 or more on the close of business March 31, 2006 (Eligible Account Holder). |
b. Check this box if you had a deposit account(s) totaling $50.00 or more on the close of business June 30, 2007 but you are not an Eligible Account Holder (Supplemental Eligible Account Holder). |
c. Check this box if you had a deposit account(s) totaling $50.00 or more on the close of business July 31, 2007 but you are not an Eligible Account Holder or Supplemental Account Holder (Other Member). |
Please list all account numbers and all names on accounts you had on these dates in order to insure proper identification of your purchase rights. |
Note: Failure to list all your accounts may result in the loss of part or all of your subscription rights. Community Offering |
c. Check this box if you are a community member (Indicate county of residence in item 9). |
Items 7 and 8 Form of Stock Ownership, SS# or Tax ID#, Stock Registration and Mailing Address |
Check the box that applies to your requested form of stock ownership and indicate your social security or tax ID number(s) in item 7. Complete the requested stock certificate registration, mailing address in item 8. The stock transfer industry has developed a uniform system of shareholder registrations that will be used in the issuance of your common stock. 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. Shares must be registered as reflected on your qualifying account. Adding or deleting a name or otherwise altering the form of beneficial ownership of a qualifying account will result in a loss of your subscription rights. (With certain exceptions for certain IRA, Keogh and 401(k) plan purchases). |
Item 9 Telephone Number(s) and County |
Indicate your daytime and evening telephone number(s) and county. We may need to call you if we have any questions regarding your order or we cannot execute your order as given. |
Item 10 NASD Affiliation |
Check this box if you are a member of the NASD or if this item otherwise applies to you. |
Item 11 Associates/Acting in Concert |
Check this box if you or any associate or person acting in concert with you (as defined on the reverse side of the stock order form) has submitted another order for shares and complete the reverse side of the stock form. |
Item 12 Acknowledgement |
Sign and date the stock order form and certification form where indicated. Before you sign, review the stock order and certification form, including the acknowledgement. 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. |
Your properly completed, signed stock order form and certification form and payment in full (or withdrawal authorization) at the subscription price must be physically received (not postmarked) by Northfield Bancorp, Inc. no later than XX:00 x.m., Eastern time, on XXXday, September XX, 2007 or it will become void. Delivery Instructions: You may deliver your stock order form by mail using the enclosed stock order return envelope, or by overnight delivery or hand delivery to the stock information center address indicated on the front of the stock order form. |
Stock order forms will not be accepted at any of our branch offices. |
If you have any remaining questions, or if you would like assistance in completing your stock order form, you may call our stock information center at (XXX) XXX-XXXX, |
Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., New York, time. Please note that the stock information center will open on ___, August xxth. |
Northfield Bancorp, Inc. Stock Information Center xxxxxxxxxx Xxx, NY xxxxx |
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| Know the Rules By law, accountholders cannot sell or transfer their priority subscription rights, or the stock itself, prior to the completion of a financial institutions conversion. Moreover, accountholders cannot enter into agreements or arrangements to sell or transfer either their subscription rights or the underlying conversion stock. | ||
| Neither a Borrower nor a Lender Be If someone offers to lend you money so that you can participate or participate more fully in a conversion, be extremely wary. Be even more wary if the source of the money is someone you do not know. The loan agreement may make you unable to certify truthfully that you are the true holder of the subscription rights and the true purchaser of the stock and that you have no agreements regarding the sale or transfer of the stock. | ||
| Watch Out for Opportunists The opportunist may tell you that he or she is a lawyer or a consultant or a professional investor or some similarly impressive tale who has experience with similar mutual conversion transactions. The opportunist may go to extreme lengths to assure you that the arrangement you are entering into is legitimate. They might tell you that they have done scores of these transactions and that this is simply how they work. Or they might downplay the warnings or restrictions in the prospectus or order form, telling you that everyone enters into such agreements or that the deal they are offering is legitimate. They may also tell you that you have no risk in the transaction. The cold, hard truth is that these are lies, and if you participate, you are breaking the law. | ||
| Get the Facts from the Source If you have any questions about the securities offering, ask the savings bank or savings association for more information. If you have any doubts about a transaction proposed to you by someone else, ask the financial institution whether the proposed arrangement is proper. You may be able to find helpful resources on the institutions website or by visiting a branch office. | ||
The bottom line for investors is always to remember that if an opportunity sounds too good to be true, it probably is too good to be true. |
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