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NEW YORK, Feb. 15 /PRNewswire/ -- Brooklyn Federal Savings Bank announced today that it received regulatory approval to proceed with its plan to reorganize into the mutual holding company form of organization.  As part of this reorganization, Brooklyn Federal Bancorp, Inc. will be formed as a mid-tier stock holding company that will own 100% of Brooklyn Federal Savings Bank.  Brooklyn Federal Bancorp, Inc. will issue 70% of its stock to BFS Bancorp, MHC, a mutual holding company, and the remaining 30% will be offered for sale in a subscription offering to eligible depositors and borrowers and to Brooklyn Federal's Employee Stock Ownership Plan.

Based on an independent appraisal of the value of its stock, Brooklyn Federal Bancorp, Inc. will offer 3,450,000 shares at the maximum of the appraisal range, to its members and ESOP at a price of $10 per share.  To the extent any shares remain unsold  after the offering to these persons, the remaining shares will be offered for sale in a community offering or a syndicated community offering.

The stock offering will begin shortly with a mailing of materials to depositors, and will continue through March 14, 2005.  Sandler O'Neill & Partners, L.P. of New York is managing the subscription and community offering.  The law firm of Luse Gorman Pomerenk & Schick, P.C. is acting as counsel to Brooklyn Federal.

Brooklyn Federal's Plan of Reorganization is also subject to the approval of its members.  A Special Meeting of Members has been scheduled for March 30, 2005, to vote on the Plan.

Founded in 1887 and headquartered in Brooklyn, New York, Brooklyn Federal Savings Bank had assets of $304 million, deposits of $251 million and equity of $37.5 million at December 31, 2004.  Brooklyn Federal operates as a community savings bank through four full-service offices, two of which are located in Brooklyn and one each in Nassau County and Suffolk County.  Its deposits are insured by the Federal Deposit Insurance Corporation.

The shares of common stock offered in the reorganization are not savings accounts or deposits and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

This is neither an offer to sell nor a solicitation of an offer to buy the common stock. 

The offering is made only by a prospectus of Brooklyn Federal Bancorp, Inc., obtainable by calling the Conversion Center at (800) 924-7571. The Conversion Center will commence operations on February 22nd, and will be open Monday through Friday between 10:00 a.m. and 4:00 p.m.