SCHEDULE 14A
(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 [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material pursuant to Rule 14a-12
WHG Bancshares Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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:
CONTACTS:
Gary C. Loraditch, Peggy J. Stewart,
President President and Chief Executive Officer
BCSB Bankcorp, Inc. WHG Bancshares Corporation
TEL: (410) 256-5000 TEL: (410) 583-8700
BCSB BANKCORP, INC. TO ACQUIRE WHG BANCSHARES CORPORATION IN A CASH TRANSACTION
VALUED AT APPROXIMATELY $18 MILLION
Baltimore, Maryland February 27, 2002. BCSB Bankcorp, Inc. (Nasdaq:
BCSB) ("BCSB Bankcorp"), the holding company for Baltimore County Savings Bank
F.S.B., ("Baltimore County Savings") and WHG Bancshares Corporation (Nasdaq:
WHGB) ("WHG"), the holding company for Heritage Savings Bank, F.S.B.
("Heritage"), announced jointly today that they have entered into a definitive
agreement under which Baltimore County Savings and WHG would merge in an all
cash transaction valued at $14.25 per share, or approximately $18 million in
total. The Board of Directors of each company has unanimously approved the
transaction. Due diligence has been completed.
Gary C. Loraditch, President of BCSB Bankcorp and Baltimore County
Savings stated, "We are very pleased to announce our merger with WHG and
Heritage Savings Bank, F.S.B. For many years we have been friendly competitors,
sharing a similar philosophy as community bankers. We intend to continue this
focus on community banking. At the same time we will be able to expand customer
access to our financial services and increase our ability to respond to
borrowers' needs. From every aspect, I think we will better serve our market
place." Upon completion of the transaction, BCSB Bankcorp will have
approximately $540 million in assets and will have a total of sixteen offices in
the Baltimore region. Customers should anticipate no change in the type and
style of community banking services they have become accustomed to, and should
benefit from an expanded menu of banking services offered by Baltimore County
Savings. As a result of anticipated cost savings and without considering any
potential revenue enhancements, Baltimore County Savings believes that the
transaction will be immediately accretive to earnings.
Mrs. Peggy Stewart, President and CEO of WHG and Heritage Savings Bank,
F.S.B., commented that the proposed merger "will continue the long tradition of
community banking that has been a part of Heritage Savings Bank for 100 years,
while also providing a significant return to our shareholders. We believe that
Baltimore County Savings shares our commitment to our local community and this
merger should enhance those banking services and products most wanted by our
customers."
The transaction, which is expected to be completed in the Fall of 2002,
is subject to approval by WHG shareholders and applicable regulatory
authorities. Heritage is expected to merge with and into Baltimore County
Savings upon completion of the transaction.
BCSB Bankcorp is the publicly traded holding company for Baltimore
County Savings, a federal savings bank founded in 1955. The Baltimore County
Savings Bank, M.H.C., is a federal mutual holding company which owns 64.0% of
BCSB Bankcorp's common stock. Baltimore County Savings operates eleven banking
offices serving Baltimore and Harford Counties in Maryland. As of December 31,
2001 BCSB Bankcorp reported total assets of $411.3 million, total deposits of
$346.7 million and stockholders' equity of $42.3 million.
WHG is the holding company for Heritage Savings Bank, a federal savings
bank founded in 1902. Heritage is headquartered in Lutherville, Maryland and
operates five full-service banking offices in Baltimore City, Baltimore County
and Howard County, Maryland. At December 31, 2001, WHG had total assets of
$163.9 million, total deposits of $124.1 million and stockholders' equity of
$16.9 million
WHG will be filing a proxy statement and other relevant documents
concerning the merger with the Securities and Exchange Commission ("SEC"). WE
URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the proxy statement when it
becomes available, and other documents filed by Baltimore County Savings and WHG
Bancshares with the SEC in connection with the merger at the SEC's web site at
www.sec.gov. Documents that WHG files with the SEC will be available free of
charge from the Corporate Secretary of WHG at 1505 York Road, Lutherville, MD
21093, telephone 410-583-8700. READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING
A DECISION CONCERNING THE MERGER.
WHG and its directors and executive officers may be deemed to be
"participants" in WHG's solicitation of proxies in connection with the proposed
merger. Information regarding the participants, including their holdings of WHG
stock, is contained in WHG's annual meeting proxy materials filed with the SEC
on December 18, 2000.
This news release contains certain forward-looking statements about the proposed
merger of Baltimore County Savings and WHG. These statements include statements
regarding the anticipated closing date of the transaction, anticipated cost
savings, and anticipated future results. Forward-looking statements can be
identified by the fact that they include words like "believe," "expect,"
"anticipate," "estimate," and "intend" or future or conditional verbs such as
"will," "would," "should," "could," or "may." Certain factors that could cause
actual results to differ materially from expected include delays in completing
the merger, difficulties in achieving cost savings from the merger or in
achieving such cost savings within the expected time frame, difficulties in
integrating Baltimore County Savings and WHG, increased competitive pressures,
changes in the interest rate environment, changes in general economic
conditions, legislative and regulatory changes that adversely affect the
businesses in which Baltimore County Savings and WHG are engaged, changes in the
securities markets, and other factors disclosed by Baltimore County Savings and
WHG in their periodic filings with the SEC. Baltimore County Savings and WHG do
not undertake, and specifically disclaim, any obligation to publicly release the
results of any revisions that may be made to any forward looking statements to
reflect the occurrence of anticipated or unanticipated events or circumstances
after the date of such statements.