[WHG BANCSHARES CORPORATION LETTERHEAD]
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.