SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 2002
BCSB BANKCORP, INC.
(Exact Name of Registrant as Specified in Charter)
Federal 0-24589 52-2108333
(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
4111 E. Joppa Road, Suite 300, Baltimore, Maryland 21236
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 256-5000
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
On February 27, 2002, BCSB Bankcorp, Inc. (the "Registrant") and its
wholly-owned subsidiary, Baltimore County Savings Bank, F.S.B. ("Baltimore
County Bank") entered into an Agreement and Plan of Merger (the "Agreement")
with WHG Bancshares Corporation ("WHG Bancshares") and its wholly-owned
subsidiary, Heritage Savings Bank, F.S.B. ("Heritage Bank"). Under the terms of
the Agreement, WHG Bancshares will be merged into a subsidiary of Baltimore
County Bank, all shares of WHG Bancshares will be cancelled, and the Registrant
will pay $14.25 per share in cash for each of the 1,285,050 outstanding shares
of WHG Bancshares's common stock. Each option to purchase WHG Bancshares' common
stock shall be converted into the right to receive in cash an amount equal to
the difference (if a positive number) between $14.25 and the exercise price of
the option.
As a result of the merger, Heritage Bank will merge into Baltimore
County Bank. WHG Bancshares' five locations will become branch offices of
Baltimore County Bank. The aggregate purchase price for the transaction
(including cash payments for the cancellation of options) is approximately $18
million. The transaction will be accounted for using the purchase method.
Consummation of the merger is subject to approval by WHG Bancshares'
shareholders and the receipt of all required regulatory approvals. It is
anticipated that the transaction will be completed in the third calendar quarter
of 2002. At December 31, 2001, WHG Bancshares had total assets of $163.9
million, total deposits of $124.1 million and total equity of $16.9 million.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
The following Exhibits are filed as part of this report:
Exhibit No. Description
2.1 Agreement and Plan of Merger by and among BCSB Bankcorp,
Inc., Baltimore County Savings Bank, F.S.B., and WHG
Bancshares Corporation and Heritage Savings Bank, F.S.B.
dated as of February 27, 2002
99.1 Joint Press Release dated February 27, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
BCSB BANKCORP, INC.
DATE: March 5, 2002 By: \s\ Gary C. Loraditch
------------------------------------
Gary C. Loraditch
President
(Principal Executive Officer)
EXHIBIT INDEX
The following Exhibits are filed as part of this report:
Exhibit No. Description
2.1 Agreement and Plan of Merger by and among BCSB Bankcorp,
Inc., Baltimore County Savings Bank, F.S.B., and WHG
Bancshares Corporation and Heritage Savings Bank, F.S.B.
dated as of February 27, 2002
99.1 Joint Press Release dated February 27, 2002