Filed by BCSB Bancorp, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: BCSB Bankcorp, Inc.
Commission File No.: 333-141572
PRESS RELEASE
For More Information Contact
Joseph J. Bouffard
(410) 248-9130
BCSB Bankcorp, Inc.
BCSB BANKCORP, INC.
ANNOUNCES FILING OF APPLICATION FOR EXTENSION OF TIME TO
COMPLETE OFFERING
BCSB Bankcorp, Inc. (NASDAQ: BCSB), holding company for Baltimore County Savings
Bank, F.S.B., announced today that BCSB Bancorp, Inc. has applied to the Office
of Thrift Supervision for approval to extend the time to complete its offering
of common stock for 90 days until March 2, 2008. In addition, BCSB Bankcorp has
directed its independent appraiser to conduct a new appraisal of the pro forma
value of BCSB Bancorp and Baltimore County Savings Bank as converted. The
amounts of BCSB Bancorp common stock to be sold in the offering and to be issued
in exchange for existing shares of BCSB Bankcorp common stock upon completion of
the second step conversion will be within the range established by this new
appraisal.
As a result of these actions, BCSB Bancorp will return the subscription funds it
has received. In addition, BCSB Bankcorp again will seek approval of the second
step conversion by its stockholders at a meeting to be held in the first quarter
of calendar year 2008. The precise timing and precise manner of any
resolicitations of stockholders and/or members have not yet been determined,
pending finalization of the revised appraisal and related regulatory reviews.
Completion of the second step conversion and the offering remain subject to
final approval by the Office of Thrift Supervision, and are now expected to
occur in the first quarter of calendar year 2008. More specific information on
the resolicitation process and the timing of the completion of the transactions
will be made public when available.
President Joseph J. Bouffard stated that he and the Board of Directors of BCSB
Bankcorp were very disappointed that the Company was unable to complete the
offering at this time. He indicated that even though the Company's primary
subsidiary, Baltimore County Savings Bank, has no exposure to subprime
mortgages, the stock market conditions created by the downturn in that part of
the mortgage market has adversely affected the stock of many financial
institutions. That in turn has impacted BCSB's ability to complete its second
step conversion. He remains optimistic that as the financial markets stabilize,
and the Company's independent appraiser completes the new appraisal of the pro
forma value of BCSB Bancorp and Baltimore County Savings Bank, the Company will
be able to complete its offering of public stock.
Founded in 1955, Baltimore County Savings Bank operates under its holding
company, BCSB Bankcorp, Inc. BCSB provides regional community banking solutions
through 18 locations across the Baltimore metropolitan area. BCSB Bankcorp, Inc.
became a publicly traded mutual holding company in July 1998. For more
information, visit www.baltcosavings.com.
This press release contains statements that are forward-looking, as that term is
defined by the Private Securities Litigation Reform Act of 1995 and the
Securities and Exchange Commission in its rules, regulations and releases. The
Company intends that such forward-looking statements be subject to the safe
harbors created thereby. All forward-looking statements are based on current
expectations regarding important risk factors, including but not limited to
delays in consummation of the conversion and offering, difficulties in selling
the common stock or in selling the common stock within the expected time frame,
whether the regulatory and stockholder approvals needed to complete the
conversion will be obtained, real estate values, market conditions, the impact
of interest rates on financing, and local and national economic factors.
Accordingly, actual results may differ from those expressed in the
forward-looking statements, and the making of such statements should not be
regarded as a representation by BCSB Bankcorp or any other person that results
expressed herein will be achieved.
This press release is neither an offer to sell nor a solicitation of an offer to
buy common stock, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws or laws of any
such state or jurisdiction. The offer is made only by the prospectus and
prospectus supplements. The shares of common stock are not deposits or savings
accounts and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
BCSB Bancorp will file a proxy statement/prospectus concerning the conversion
with the Securities and Exchange Commission. Shareholders of BCSB Bankcorp are
urged to read the proxy statement/prospectus when it becomes available because
it will contain important information. Investors are able to obtain all
documents filed with the SEC by BCSB Bancorp free of charge at the SEC's
website, www.sec.gov. In addition, documents filed with the SEC by BCSB Bancorp
may be read and copied at the SEC's public reference room at 100 F Street, N.E.,
Washington, DC. The directors, executive officers, and certain other members of
management and employees of BCSB Bankcorp will be participants in the
solicitation of proxies in favor of the conversion from the shareholders of BCSB
Bankcorp. Information about the directors and executive officers of BCSB
Bankcorp will be included in the proxy statement/prospectus to be filed with the
SEC.