SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
BCSB BANKCORP, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state
how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
[BCSB BANKCORP, INC. LETTERHEAD]
January 12, 2000
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of BCSB Bankcorp, Inc. (the "Company") to
be held at Baltimore County Savings Bank, F.S.B.'s Perry Hall
office located at 4208 Ebenezer Road, Baltimore, Maryland on
Wednesday, February 9, 2000, at 4:00 p.m., eastern time.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of
Baltimore County Savings Bank, F.S.B. (the "Bank"), the
Company's wholly owned subsidiary. Directors and officers of
the Company and the Bank will be present to respond to any
questions the stockholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ACCOMPANYING FORM OF PROXY AS SOON AS
POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. Your vote is important, regardless of the number of
shares you own. This will not prevent you from voting in person
but will assure that your vote is counted if you are unable to
attend the meeting.
On behalf of the Board of Directors and all the employees
of the Company and the Bank, I wish to thank you for your
continued support.
Sincerely,
/s/ Gary C. Loraditch
Gary C. Loraditch
President
________________________________________________________________
BCSB BANKCORP, INC.
4111 E. Joppa Road, Suite 300
Baltimore, Maryland 21236
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on February 9, 2000
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Annual Meeting") of BCSB Bankcorp, Inc. (the
"Company") will be held at Baltimore County Savings Bank,
F.S.B.'s Perry Hall office located at 4208 Ebenezer Road,
Baltimore, Maryland on Wednesday, February 9, 2000, at 4:00
p.m., eastern time.
A Proxy Statement and Proxy Card for the Annual Meeting
are enclosed.
The Annual Meeting is for the purpose of considering and
acting upon the following matters:
1. The election of two directors of the Company
for three-year terms;
2. The ratification of the appointment of
Anderson Associates, LLP as independent
certified public accountants of the Company
for the fiscal year ending September 30, 2000;
and
3. The transaction of such other business as may
properly come before the Annual Meeting or any
adjournment thereof.
The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on December 22, 1999, are the stockholders
entitled to notice of and to vote at the Annual Meeting and any
adjournment thereof.
You are requested to fill in and sign the enclosed proxy
card which is solicited by the Board of Directors and mail it
promptly in the enclosed envelope. The proxy will not be used
if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David M. Meadows
David M. Meadows
Secretary
Baltimore, Maryland
January 12, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
________________________________________________________________
PROXY STATEMENT
OF
BCSB BANKCORP, INC.
4111 E. Joppa Road, Suite 300
Baltimore, Maryland 21236
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
February 9, 2000
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished to stockholders of BCSB
Bankcorp, Inc. (the "Company") in connection with the
solicitation by the Board of Directors of the Company of proxies
to be used at the Annual Meeting of Stockholders (the "Annual
Meeting") which will be held at Baltimore County Savings Bank,
F.S.B.'s Perry Hall office located at 4208 Ebenezer Road,
Baltimore, Maryland on Wednesday, February 9, 2000, at 4:00
p.m., eastern time, and at any adjournment thereof. The
accompanying Notice of Annual Meeting and proxy card and this
Proxy Statement are being first mailed to stockholders on or
about January 12, 2000.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
Stockholders who execute proxies retain the right to
revoke them at any time. Unless so revoked, the shares
represented by properly executed proxies will be voted at the
Annual Meeting and all adjournments thereof. Proxies may be
revoked by written notice to David M. Meadows, Secretary of the
Company, at the address shown above, by filing a later dated
proxy prior to a vote being taken on a particular proposal at
the Annual Meeting or by attending the Annual Meeting and voting
in person. The presence of a stockholder at the Annual Meeting
will not in itself revoke such stockholder's proxy.
Proxies solicited by the Board of Directors of the Company
will be voted in accordance with the directions given therein.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE NOMINEES FOR DIRECTORS SET FORTH BELOW AND FOR THE OTHER
PROPOSITION STATED. The proxy confers discretionary authority
on the persons named therein to vote with respect to the
election of any person as a director where the nominee is unable
to serve or for good cause will not serve, and matters incident
to the conduct of the Annual Meeting. If any other business is
presented at the Annual Meeting, proxies will be voted by those
named therein in accordance with the determination of a majority
of the Board of Directors. Proxies marked as abstentions will
not be counted as votes cast. Shares held in street name which
have been designated by brokers on proxies as not voted will not
be counted as votes cast. Proxies marked as abstentions or as
broker non-votes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
________________________________________________________________
VOTING SECURITIES AND SECURITY OWNERSHIP
________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the Company's common stock, par value $.01 per share
(the "Common Stock"). Stockholders of record as of the close of
business on December 22, 1999 (the "Record Date") are entitled
to one vote for each share of Common Stock then held. As of the
Record Date, there were 6,053,162 shares of Common Stock issued
and outstanding. The presence, in person or by proxy, of at
least one-third of the total number of shares of Common Stock
outstanding and entitled to vote will be necessary to constitute
a quorum at the Annual Meeting.
Persons and groups beneficially owning more than 5% of the
Common Stock are required to file certain reports with respect
to such ownership pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The following table sets
forth information regarding the shares of Common Stock
beneficially owned as of the Record Date by persons who
beneficially own more than 5% of the Common Stock, each of the
Company's directors, including the executive officers of the
Company named in the Summary Compensation Table, set forth under
"Proposal I -- Election of Directors -- Executive Compensation -
- - Summary Compensation Table," and all of the Company's
directors and executive officers as a group.
SHARES OF COMMON STOCK
BENEFICIALLY OWNED PERCENT OF
AT RECORD DATE(1) CLASS (2)
----------------- ----------
Persons Owning Greater than 5%:
- ------------------------------
Baltimore County Savings Bank, M.H.C. 3,754,960 62.0%
4111 E. Joppa Road, Suite 300
Baltimore, Maryland 21236
BCSB Bankcorp, Inc. 497,527 (3) 7.9
Employee Stock Ownership Plan et. al.
4111 E. Joppa Road Suite 300
Baltimore, Maryland 21236
Directors:
H. Adrian Cox 2,587 *
Frank W. Dunton 5,000 *
Henry V. Kahl 167 *
Gary C. Loraditch 18,087 *
William M. Loughran 5,375 *
John J. Panzer 5,317 *
P. Louis Rohe 4,030 *
All directors and executive 72,597 1.2
officers of the Company
as a group (10 persons)
<FN>
__________
(1) In accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, a person is deemed to be the beneficial owner,
for purposes of this table, of any shares of Common Stock if
he or she has or shares voting or investment power with
respect to such Common Stock. As used herein, "voting
power" is the power to vote or direct the voting of shares
and "investment power" is the power to dispose or direct the
disposition of shares. Except as otherwise noted, ownership
is direct, and the named individuals and group exercise sole
voting and investment power over the shares of the Common
Stock. The listed amounts do not include shares with
respect to which Directors Henry V. Kahl, H. Adrian Cox and
Frank W. Dunton have voting power by virtue of their
positions as trustees of the trusts holding 182,928 shares
under the Company's Employee Stock Ownership Plan (the
"ESOP") and 98,659 shares under the Baltimore County
Savings Bank, F.S.B. (the "Bank") Deferred Compensation Plan
(the "DCP"), nor 68,800 shares as to which such individuals
share dispositive power by virtue of their positions as
directors of Baltimore County Savings Bank Foundation, Inc.
(the "Foundation"), nor 91,494 shares with respect to which
Directors Kahl, Cox, Panzer have voting power by virtue of
their positions as trustees of the Management Recognition
Plan ("MRP") trust. ESOP shares are held in a suspense
account for future allocation among participants as the loan
used to purchase the shares is repaid. Shares held by the
ESOP trust and allocated to the accounts of participants are
voted in accordance with the participants' instructions, and
unallocated shares are voted in the same ratio as ESOP
participants direct the voting of allocated shares or, in
the absence of such direction, in the ESOP trustees' best
judgment. As of the Record Date, 18,292 shares had been
allocated. Shares held by the DCP trust are voted in the
same proportion as are the shares held by the ESOP trust.
The shares held by the MRP trust are voted in the same
proportion as the ESOP trustees vote the shares held in the
ESOP trust. Shares held by the Foundation are voted in the
same ratio as all other shares of Common Stock are voted.
The shares held by the DCP trust are held for the benefit of
directors in the following amounts: Mr. Cox, 8,946 shares;
Mr. Dunton, 15,020 shares; Mr. Kahl, 6,917 shares; Mr.
Loraditch, 4,420 shares; Mr. Loughran, 4,420 shares; Mr.
Panzer 17,149 shares; and Mr. Rohe, 19,341 shares. Such
directors bear the economic risk associated with such
shares.
(2) Based on a total of 6,053,162 shares of Common Stock
outstanding at the Record Date.
2
(3) Includes 182,928 shares owned by the ESOP, 98,659 shares
owned by the DCP, 55,676 shares owned by the Bank's 401(k)
Plan, 91,464 shares owned by the MRP trust and 68,800 shares
owned by the Foundation. Henry V. Kahl, H. Adrian Cox and
Frank W. Dunton, who serve as directors of the Company,
serve as trustees of the ESOP and the DCP and serve as three
of the Foundation's five directors. Such individuals share
voting power over shares held by the ESOP and the DCP and
share dispositive power over shares held by the DCP trust
and the Foundation. Henry V. Kahl, H. Adrian Cox and John
J. Panzer, who serve as a directors of the Company, serve as
trustees of the MRP trust. The trustees of the MRP trust
share voting and dispositive power over the shares held by
the MRP trust. The Bank is the trustee of the 401(k) Plan
assets invested in Common Stock, and in their capacities as
directors of the Bank, Messrs. Kahl, Cox and Dunton share
voting and dispositive power over shares held by the 401(k)
Plan. In their individual capacity, such individuals
disclaim beneficial ownership of shares held by the ESOP,
the DCP, the MRP trust, the 401(k) Plan and the Foundation.
* Less than 1% of outstanding Common Stock.
</FN>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
GENERAL
The Company's Charter requires that directors be divided
into three classes, as nearly equal in number as possible, with
approximately one-third of the directors elected each year. At
the Annual Meeting, two directors will be elected for terms
expiring at the 2003 Annual Meeting. The Board of Directors has
nominated Frank W. Dunton and Gary C. Loraditch to serve as
directors for a three-year period. Both nominees currently are
members of the Board. Under Federal law and the Company's
Bylaws, directors are elected by a plurality of the votes at a
meeting at which a quorum is present.
It is intended that the persons named in the proxies
solicited by the Board of Directors will vote for the election
of the named nominees. If any nominee is unable to serve, the
shares represented by all valid proxies will be voted for the
election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate
the vacancy. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.
The following table sets forth, for each nominee for
director and continuing director of the Company, his age, the
year he first became a director of the Bank, which is the
Company's principal operating subsidiary, and the expiration of
his term as a director. All such persons were appointed as
directors in 1998 in connection with the incorporation and
organization of the Company. Each director of the Company also
is a member of the Board of Directors of the Bank.
YEAR FIRST
AGE AT ELECTED AS CURRENT
SEPTEMBER 30, DIRECTOR OF TERM
NAME 1999 THE BANK TO EXPIRE
---- ------------ ----------- ---------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2003
Frank W. Dunton 71 1994 (1) 2000
Gary C. Loraditch 45 1991 2000
DIRECTORS CONTINUING IN OFFICE
Henry V. Kahl 56 1989 2002
P. Louis Rohe 77 1955 2002
H. Adrian Cox 55 1987 2001
William M. Loughran 54 1991 2001
John J. Panzer 57 1991 2001
3
<FN>
_____________
(1) Mr. Dunton was a director of the Bank since its
incorporation in 1955 through 1990. He rejoined the
Bank's Board of Directors in 1994.
</FN>
Set forth below is information concerning the Company's
directors. Unless otherwise stated, all directors have held the
positions indicated for at least the past five years.
FRANK W. DUNTON has been retired since 1994. Prior to his
retirement, Mr. Dunton was a self-employed real estate
appraiser. He was a director of the Bank since its incorporation
in 1955 through 1990. He rejoined the Board in 1994.
GARY C. LORADITCH was named President of the Company, the
Bank and the MHC effective January 4, 1999. Previously, he
served as Vice President, Secretary and Treasurer of the Bank.
He is a certified public accountant and an attorney. Mr.
Loraditch joined the Bank in 1974.
HENRY V. KAHL is an Assessor Supervisor with the State of
Maryland Department of Assessments & Taxation in Baltimore,
Maryland.
P. LOUIS ROHE has been retired for approximately 10 years.
Prior to his retirement, Mr. Rohe was an attorney. He has been a
director of the Bank since its incorporation in 1955.
H. ADRIAN COX is an insurance agent with Rohe and Rohe
Associates, Inc. in Baltimore, Maryland. Mr. Cox also is
employed as a real estate agent with Century 21 Horizon Realty,
Inc. in Baltimore, Maryland.
WILLIAM M. LOUGHRAN was named Senior Vice President of the
Bank effective January 4, 1999. He also serves as Vice
President of the Company and Baltimore County Savings Bank,
M.H.C. (the "MHC"). Prior to being named Senior Vice President,
he served as Vice President of the Bank in charge of lending
operations. Mr. Loughran joined the Bank in 1973.
JOHN J. PANZER, JR. has been a self-employed builder of
residential homes since 1971.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth information with respect to
executive officers of the Company who do not serve on the Board
of Directors.
AGE
AS OF THE
NAME RECORD DATE TITLE
- ---- ----------- -----
Bonnie M. Klein 44 Vice President and Treasurer
of the Company and the Bank
Michele J. Scott 41 Vice President and Savings
Manager of the Bank
David M. Meadows 43 Vice President, General
Counsel and Secretary of the
Company and the Bank
BONNIE M. KLEIN joined the Bank in 1975 and has served in
various capacities of increasing responsibility since then. She
was named Vice President and Treasurer of the Company and the
Bank effective January 4, 1999. She is a Certified Public
Accountant.
4
MICHELE J. SCOTT has served the Bank since 1980. She has
served in various capacities, most recently as Assistant Vice
President and Branch Coordinator. She was named Vice President
and Savings Manager of the Bank effective January 4, 1999. Ms.
Scott has announced that she intends to retire from the Bank
effective in March.
DAVID M. MEADOWS was named Vice President, General Counsel
and Secretary of the Company and the Bank effective January 4,
1999. Previously, he was a Partner in the law firm of Moore,
Carney, Ryan and Lattanzi, L.L.C.
COMMITTEES OF THE BOARD OF DIRECTORS
The Boards of Directors of the Company and the Bank meet
monthly and may have additional special meetings. During the
year ended September 30, 1999, the Board of Directors of the
Company met six times and the Board of Directors of the Bank met
14 times. All directors attended at least 75% in the aggregate
of the total number of Company or Bank Board of Directors
meetings held during the year ended September 30, 1999 and the
total number of meetings held by committees on which he served
during such fiscal year.
The Bank Board of Directors' Audit Committee consists of
Directors Cox and Panzer. The Committee met one time during the
year ended September 30, 1999 to examine and approve the audit
report prepared by the independent auditors of the Bank, to
review and recommend the independent auditors to be engaged by
the Bank and to review internal accounting controls.
The Bank Board of Directors' Executive Committee serves as
the compensation committee. The Executive Committee consists of
Directors Cox, Kahl, Rohe, Panzer and Dunton. The Executive
Committee evaluates the compensation and benefits of the
directors, officers and employees, recommends changes, and
monitors and evaluates employee performance. The Executive
Committee reports its evaluations and findings to the full Board
of Directors and all compensation decisions are ratified by the
full Board of Directors. Directors of the Bank who also are
officers of the Bank abstain from discussion and voting on
matters affecting their compensation. The Executive Committee
met 10 times during the fiscal year ended September 30, 1999.
The Company's full Board of Directors acts as a nominating
committee for selecting the management nominees for election as
directors of the Company in accordance with the Company's
Bylaws. In its deliberations, the Board, functioning as a
nominating committee, considers the candidate's knowledge of the
banking business and involvement in community, business and
civic affairs, and also considers whether the candidate would
provide for adequate representation of its market area. The
Board of Directors met once as a nominating committee during the
year ended September 30, 1999. The Company's Bylaws set forth
procedures that must be followed by stockholders seeking to make
nominations for directors. In order for a stockholder of the
Company to make any nominations, he or she must give written
notice thereof to the Secretary of the Company not less than 30
days nor more than 60 days prior to the date of any such
meeting; provided, however, that if less than 40 days' notice of
the meeting is given to stockholders, such written notice shall
be delivered or mailed, as prescribed, to the Secretary of the
Company not later than the close of business on the tenth day
following the day on which notice of the meeting was mailed to
stockholders. Each such notice given by a stockholder with
respect to nominations for the election of directors must set
forth (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice; (ii)
the principal occupation or employment of each such nominee; and
(iii) the number of shares of stock of the Company which are
beneficially owned by each such nominee. In addition, the
stockholder making such nomination must promptly provide any
other information reasonably requested by the Company.
5
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets
forth the cash and noncash compensation for the last fiscal year
awarded to or earned by the executive officers of the Company in
fiscal 1999 that exceeded $100,000 for services rendered in all
capacities to the Company, the Bank and their affiliates.
Long-Term Compensation
-------------------------------------
Annual Compensation Awards
---------------------------------- ------------------------ Payouts
Restricted Securities ------------
Other Annual Stock Underlying All Other
Name Year Salary Bonus Compensation(1) Awards Options(#) Compensation
- ---- ---- ------ ----- --------------- ---------- ---------- ------------
Gary C. Loraditch 1999 $132,662 $15,145 -- $45,600 (3) 10,000 $19,057 (4)
President (2) 1998 105,511 17,711 -- -- -- 11,306
1997 107,763 17,006 -- -- -- 12,335
William M. Loughran 1999 116,648 12,619 -- 45,600 (3) 10,000 18,610 (4)
Senior Vice 1998 103,646 17,711 -- -- -- 11,306
President 1997 108,159 17,006 -- -- -- 12,335
Michael J. Dietz 1999 31,135 -- -- -- -- 135,345 (4)
Former President(5) 1998 118,975 20,366 -- -- -- 13,000
1997 118,897 19,554 -- -- -- 14,162
<FN>
____________
(1) Executive officers of the Company receive indirect
compensation in the form of certain perquisites and other
personal benefits. The amount of such benefits received
by the named executive officer in fiscal 1999 did not
exceed the lesser of 10% of the executive officer's salary
and bonus or $50,000.
(2) Mr. Loraditch was named President effective January 4,
1999.
(3) Amount shown in the table is based on the closing price of
the Common Stock of $8.00 as quoted on the Nasdaq National
Market on the date of grant, July 15, 1999. The
restricted Common Stock awarded vests at the rate of 25%
per year following the date of grant, with the first 25%
vesting on July 15, 2000. As of September 30, 1999, based
on the average of the high and low sale price of the
Common Stock of $6.90, as reported on the Nasdaq National
Market, the aggregate value of the 5,700 shares of
restricted Common Stock awarded to each of Messrs.
Loraditch and Loughran was $39,330. In the event the
Company pays dividends with respect to its Common Stock,
when shares of restricted stock vest and/or are
distributed, the holder will be entitled to receive any
cash dividends and a number of shares of Common Stock
equal to any stock dividends, declared and paid with
respect to a share of restricted Common Stock between the
date the restricted stock was awarded and the date the
restricted stock is distributed, plus interest on cash
dividends, provided that dividends paid with respect to
unvested restricted stock must be repaid to the Company in
the event the restricted stock is forfeited prior to
vesting.
(4) Amounts include $2,524, $2,207 and $459 of matching
contributions paid by the Bank pursuant to the Bank's
401(k) Plan for the benefit of Messrs. Loraditch, Loughran
and Dietz, respectively, $7,470, $7,470 and $8,589 accrued
by the Bank under the Bank's pension plan for the benefit
of Messrs. Loraditch, Loughran and Dietz, respectively,
$9,063 and $8,933 in stock allocated to the accounts of
Messrs. Loraditch and Loughran, respectively, under the
ESOP and $126,297 paid to Mr. Dietz in connection with the
termination of his employment with the Company
(5) Mr. Dietz served as President until his retirement on
December 31, 1998.
</FN>
6
Option Grants in Fiscal Year 1999. The following table
contains information concerning the grant of stock options
during fiscal 1999 to each of the executive officers listed in
the Summary Compensation Table.
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED (1) FISCAL YEAR PRICE DATE
- ---- ------------ ------------ --------- -----------
Gary C. Loraditch 10,000 10.0% $8.00 7/15/2009
William M. Loughran 10,000 10.0% 8.00 7/15/2009
<FN>
__________
(1) Options vest at a rate of 25% per year following the date
of grant, with the first 25% becoming exercisable on July
15, 2000.
</FN>
DIRECTOR COMPENSATION
Fees. The Chairman of the Board of Directors receives a
monthly retainer of $1,250 per month, and all other nonemployee
directors receive $1,000 per month. Each nonemployee director
also receives a fee of $250 per each regular and special Board
and committee meeting attended, except for Loan Committee
meetings, for which a fee of $150 is paid for each meeting
attended. Directors who serve as officers of the Company or the
Bank do not receive additional compensation for their service as
directors.
Deferred Compensation Plan. The Bank maintains a Deferred
Compensation Plan (the "DCP"), which is a restatement of the
Bank's Directors' Retirement Plan, for directors and select
executive officers. Prior to each DCP year, each non-employee
director may elect to defer receipt of all or part of his future
fees (including retainers), and any other participant may elect
to defer receipt of up to 25% of salary or 100% of bonus
compensation. On each September 30 beginning with 1998, each
DCP participant who has between three and 12 years of service as
a director will have his account credited with $6,000. A
participant who, after the DCP's effective date, completes three
years of service as a director, will have his account credited
with $24,000 on the September 30 following completion of three
years of service. All amounts credited to a participant's
account shall be credited with the investment return which would
have resulted if such amounts had been invested, based upon the
participant's choice, between the dividend-adjusted rate of
return on the Common Stock and the Bank's highest annual rate of
interest on certificates of deposit having a one-year term.
Each participant may make an election to receive distributions
either in a lump sum or in annual installments over a period up
to ten years. During the year ended September 30, 1999, the
Bank did not make any further credits under the DCP.
The Bank has established a grantor trust and may, at any
time or from time to time, make additional contributions to the
trust. In the event of a change in control, the Bank will
contribute to the trust an amount sufficient to provide the
trust with assets having an overall value equal to the aggregate
account balances under the Plan. The trust's assets are subject
to the claims of the Bank's general creditors and are available
for eventual payments to participants.
Incentive Compensation Plan. The Bank's Board of
Directors adopted the Incentive Compensation Plan (the "ICP"),
effective October 1, 1994. The ICP is administered by the
Executive Committee, which is appointed by the Bank's Board of
Directors. Under the ICP, each eligible director and employee
receives annual cash bonus awards based on the Bank's
performance under criteria specified in the ICP. In addition,
pursuant to the terms of the ICP, directors are permitted to
make deferral elections, and to elect to have the rate of return
on their deferrals measured by
7
either the Multiplier times 1.5% or the highest 12-month CD
rate. During the year ended September 30, 1999, the Bank paid
$2,569, $2,377, $2,834, $15,145, $12,619, 2,656 and $2,085 to
Directors Cox, Dunton, Kahl, Loraditch, Loughran, Panzer and
Rohe, respectively, pursuant to the ICP.
Reimbursement for Tax Advice. The Bank's Board of
Directors has also adopted a policy to reimburse designated
directors and officers for expenses they incur in connection
with professional tax, estate planning or financial advice they
obtain related to the benefits they receive under the stock and
non-stock related benefit plans of the Bank and the Company.
Reimbursements are limited to $1,000 for each eligible
individual during any fiscal year, with a one-time allowance not
to exceed $5,000 for estate planning expenses. The level of
annual reimbursements may be increased to $2,000 on a one-time
basis in the event of a change in control of the Company. No
reimbursements were made by the Bank during the year ended
September 30, 1999.
Change-in-Control Severance Agreements. The Bank's
Severance Agreements with Officers Loraditch and Loughran
(collectively, the "Employees") have a term ending on the
earlier of (a) 36 months after their recent renewal on October
22, 1997, and (b) the date on which the Employee terminates
employment with the Bank. On each annual anniversary date from
the date of commencement of the Severance Agreements, the term
of the Severance Agreements may be extended for additional
one-year periods beyond the then effective expiration date upon
a determination by the Board of Directors that the performance
of these individuals has met the required performance standards
and that such Severance Agreements should be extended. An
Employee becomes entitled to collect severance benefits under
the Severance Agreement in the event of the Employee's (a)
voluntary termination of employment (i) within 30 days following
a change of control or (ii) within 30 days of certain specified
events that both occur during the Covered Period (defined below)
and constitute a Change in Duties, or (b) involuntary
termination of employment for any reason other than "for Cause"
during the period that begins 12 months before a change in
control and ends 18 months after a change in control (the
"Covered Period"). Because the MHC owns 61.4% of the Company's
outstanding Common Stock, it is unlikely that there will be a
change-in-control of the Company that would trigger a payment
obligation under the Severance Agreements.
In the event an Employee becomes entitled to receive
severance benefits, the Employee will (i) be paid an amount
equal to (i) 2.99 times the annualized base salary paid to the
Employee in the immediately preceding 12-month period (excluding
board fees and bonuses) and (ii) will receive either cash in an
amount equal to the cost to the Employee of obtaining all
health, life, disability and other benefits which the Employee
would have been eligible to participate in through the second
annual anniversary date of his termination of employment or
continued participation in such benefit plans through the second
annual anniversary date of his termination of employment, to the
extent the Employee would continue to qualify for participation
therein. The Severance Agreements provide that within 10
business days of a change of control, the Bank shall fund, or
cause to be funded, a trust in the amount necessary to pay
amounts owed to the Employees as a result of the change of
control. The amount to be paid to an Employee from this trust
upon his or her termination is determined according to the
procedures outlined in the Severance Agreements, and any money
not paid to the Employee is returned to the Bank.
The aggregate payments that would be made to Officers
Loraditch, and Loughran, assuming termination of employment
under the foregoing circumstances at September 30, 1999, would
have been approximately $800,000. These provisions may have an
anti-takeover effect by making it more expensive for a potential
acquiror to obtain control of the Company. In the event that
one of these Employees prevails over the Bank in a legal dispute
as to the Severance Agreement, he or she will be reimbursed for
legal and other expenses.
The Company and the Bank entered into an agreement with
Michael J. Dietz, who served as President of the Company and the
Bank until his retirement effective December 31, 1998. Pursuant
to the terms of the agreement, Mr. Dietz resigned as an officer
and director of the Company, the Bank and their affiliates and
released the Company, the Bank and related companies and
affiliates from all claims or liabilities based on his
employment with the Company and the Bank or in connection with
the termination of employment. Mr. Dietz also agreed not to
compete with the Company or the Bank for a three-year period.
In exchange for these agreements, the Bank agreed to pay Mr.
Dietz $371,707,
8
payable in one-third installments on January 1st of 1999, 2000,
and 2001 with interest on any unpaid amount calculated at a rate
of 7% percent per annum.
TRANSACTIONS WITH MANAGEMENT
The Bank offers loans to its directors and officers.
These loans currently are made in the ordinary course of
business with the same collateral, interest rates and
underwriting criteria as those of comparable transactions
prevailing at the time and to not involve more than the normal
risk of collectibility or present other unfavorable features.
Under current law, the Bank's loans to directors and executive
officers are required to be made on substantially the same
terms, including interest rates, as those prevailing for
comparable transactions and must not involve more than the
normal risk of repayment or present other unfavorable features.
Furthermore, all loans to such persons must be approved in
advance by a disinterested majority of the Board of Directors.
At September 30, 1999, the Bank had $437,000 in loans
outstanding to directors and executive officers.
________________________________________________________________
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
________________________________________________________________
The Board of Directors has heretofore renewed the
Company's arrangements with Anderson Associates LLP, independent
public accountants, to be its auditors for the 2000 fiscal year,
subject to ratification by the Company's stockholders. A
representative of Anderson Associates, LLP will be present at
the Annual Meeting to respond to stockholders' questions and
will have the opportunity to make a statement if he or she so
desires. The representative will also be available to answer
appropriate questions.
THE APPOINTMENT OF THE AUDITORS MUST BE APPROVED BY A
MAJORITY OF THE VOTES CAST BY THE STOCKHOLDERS OF THE COMPANY AT
THE ANNUAL MEETING. THE BOARD OF DIRECTORS RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE APPOINTMENT OF
AUDITORS.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange
Act, the Company's officers and directors and all persons who
own more than ten percent of the Common Stock ("Reporting
Persons") are required to file reports detailing their ownership
and changes of ownership in the Common Stock (collectively,
"Reports") and to furnish the Company with copies of all such
Reports that are filed. Based solely on its review of such
Reports or written representations that no such Reports were
necessary that the Company received in the past fiscal year or
with respect to the past fiscal year, management believes that
during fiscal year 1999 all Reporting Persons have complied with
these reporting requirements.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Annual Meeting other than those matters
described above in this proxy statement and matters incident to
the conduct of the Annual Meeting. However, if any other
matters should properly come before the Annual Meeting, it is
intended that proxies in the accompanying form will be voted in
respect thereof in accordance with the determination of a
majority of the Board of Directors.
9
________________________________________________________________
MISCELLANEOUS
________________________________________________________________
The cost of soliciting proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by telegraph or telephone without
additional compensation therefor.
The Company's 1999 Annual Report to Stockholders,
including financial statements, is being mailed to all
stockholders of record as of the close of business on the Record
Date. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of
the Company. Such Annual Report is not to be treated as a part
of the proxy solicitation material or as having been
incorporated herein by reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
For consideration at the Annual Meeting, a stockholder
proposal must be delivered or mailed to the Company's Secretary
no later than January 24, 2000. In order to be eligible for
inclusion in the proxy materials of the Company for the Annual
Meeting of Stockholders for the year ending September 30, 2000,
any stockholder proposal to take action at such meeting must be
received at the Company's executive offices at 4111 E. Joppa
Road, Suite 300, Baltimore, Maryland 21236 by no later than
September 14, 2000. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Securities
Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David M. Meadows
David M. Meadows
Secretary
January 12, 2000
Baltimore, Maryland
________________________________________________________________
ANNUAL REPORT ON FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR
THE FISCAL YEAR ENDED SEPTEMBER 30, 1999 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT
CHARGE TO EACH STOCKHOLDER AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO THE CORPORATE SECRETARY, BCSB BANKCORP, INC., 4111
JOPPA ROAD, SUITE 300, BALTIMORE, MARYLAND 21236.
10
REVOCABLE PROXY
________________________________________________________________
BCSB BANKCORP, INC.
Baltimore, Maryland
________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 9, 2000
The undersigned hereby appoints H. Adrian Cox, John J.
Panzer and William M. Loughran, with full powers of
substitution, to act as attorneys and proxies for the
undersigned, to vote all shares of the common stock of BCSB
Bankcorp, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Stockholders, to be held at Baltimore County
Savings Bank, F.S.B.'s Perry Hall office located at 4208
Ebenezer Road, Baltimore, Maryland, on Wednesday, February 9,
2000, at 400 p.m. (the "Annual Meeting"), and at any and all
adjournments thereof, as follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Frank W. Dunton
Gary C. Loraditch
INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR EITHER OF THE INDIVIDUALS NOMINATED, INSERT
THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.
________________________________________
FOR AGAINST ABSTAIN
--- ------- -------
2. Proposal to ratify the appointment of
Anderson Associates, LLP as independent
certified public accountants of the Company
for the fiscal year ending September 30, 2000 [ ] [ ] [ ]
The Board of Directors recommends a vote "FOR" the listed
propositions.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING,
INCLUDING MATTERS RELATING TO THE CONDUCT OF THE ANNUAL MEETING,
THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
________________________________________________________________
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof, then the power of
said attorneys and prior proxies shall be deemed terminated and
of no further force and effect. The undersigned may also revoke
his proxy by filing a subsequent proxy or notifying the
Secretary of his decision to terminate his proxy.
The undersigned acknowledges receipt from the Company
prior to the execution of this proxy of a Notice of Annual
Meeting and a Proxy Statement dated January 12, 2000.
Dated: ___________________
___________________________ _____________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
___________________________ _____________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the enclosed
card. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title. Corporation
proxies should be signed in corporate name by an authorized
officer. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.