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
WHG BANCSHARES CORPORATION
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(Exact name of Registrant as specified in its Charter)
Maryland 0-27606 52-1953867
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification Number)
1505 York Road, Lutherville, Maryland 21093
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(410) 583-8700
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Not Applicable
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(Former name or former address, if changed since last Report)
WHG BANCSHARES CORPORATION
INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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On February 27, 2002, the Registrant jointly announced that it had
entered into an Agreement and Plan of Merger (the "Agreement") with BCSB
Bankcorp, Inc., Baltimore, Maryland ("BSCB") for the merger of the Registrant
with and into BCSB and the merger of the Registrant's wholly-owned subsidiary,
Heritage Savings Bank, F.S.B., with and into BCSB's subsidiary, Baltimore County
Savings Bank, F.S.B. (collectively, the "Merger"). In consideration of the
Merger, each outstanding share of common stock of the Registrant will be
exchanged for $14.25 in cash. Consummation of the Merger is subject to several
conditions precedent including, among other things, the approval of Registrant's
stockholders and regulatory approval.
The parties to the Agreement desire to consummate the merger during the
third quarter of 2002. The Agreement will expire, however, if the transactions
contemplated thereby have not occurred by September 30, 2002.
For further details, reference is made to the Press Release and the
Agreement which are attached hereto as Exhibits 99.1 and 99.2, respectively, and
incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
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Exhibit 99.1 -- Press Release dated February 27, 2002.
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Exhibit 99.2 --Agreement and Plan of Merger dated February 27, 2002.
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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, thereunto duly authorized.
WHG BANCSHARES CORPORATION
Date: March 1, 2002 By: /s/Peggy J. Stewart
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Peggy J. Stewart
President and Chief
Executive Officer