BCSB Bankcorp, Inc. to Commence Second Step Conversion and Stock Offering
BCSB Bancorp is offering for sale between 3,004,750 and 4,065,250 sharesof common stock (subject to a 15% increase to up to 4,675,038 shares) at apurchase price of $10.00 per share. The shares of common stock to be offeredby BCSB Bancorp represent approximately 63.5% of BCSB Bankcorp's common stockthat is currently owned by Baltimore County Savings Bank, M.H.C.
BCSB Bancorp will offer shares of its common stock in a subscriptionoffering first to depositors of Baltimore County Savings Bank with aqualifying deposit as of December 31, 2005, second to the Bank's tax-qualifiedemployee benefit plans, third to depositors of Baltimore County Savings Bankwith a qualifying deposit as of June 30, 2007 and finally to depositors ofBaltimore County Savings Bank as of August 22, 2007 and borrowers as of June16, 1987 who continue to be borrowers as of August 22, 2007. In addition,concurrently with the subscription offering, BCSB Bancorp is offering anyshares of common stock that are not subscribed for in the subscriptionoffering to members of the general public, with preference given first toresidents of Baltimore, Harford and Howard Counties and Baltimore City inMaryland.
Baltimore County Savings Bank will establish a Stock Information Center,which will open on September 10, 2007. Offering materials will be availableby contacting the Stock Information Center at (410) 248-1189. Hours ofoperation will be from 10:00 a.m. to 4:00 p.m., Monday through Friday, exceptfor bank holidays.
At the conclusion of the conversion and offering, shareholders of BCSBBankcorp other than Baltimore County Savings Bank, M.H.C. will receive sharesof common stock of BCSB Bancorp pursuant to an "exchange ratio" designed topreserve their aggregate percentage ownership interest. The exchange ratiowill depend on the number of shares sold in the offering and will range from0.8002 shares at the minimum of the offering range to 1.0826 shares at themaximum of the offering range (subject to increase to up to 1.2450 shares atthe adjusted maximum of the offering range). At the conclusion of theconversion and offering, BCSB Bancorp will be 100% owned by publicshareholders.
The second step conversion must be approved by a majority of the depositorvotes eligible to be cast at a special meeting of depositors, to be held onOctober 11, 2007. Depositors of Baltimore County Savings Bank as of the closeof business on August 22, 2007 will be entitled to vote at the specialmeeting. Offering and proxy materials will be mailed to depositors ofBaltimore County Savings Bank on or about September 6, 2007.
Holders of at least two-thirds of the outstanding shares of common stockof BCSB Bankcorp and holders of the majority of the outstanding shares of thecommon stock of BCSB Bankcorp other than the shares held by Baltimore CountySavings Bank, M.H.C. as of August 31, 2007 must also approve the second stepconversion at a special meeting of shareholders, also to be held on October11, 2007. Proxy materials will be mailed to shareholders of BCSB Bancorp on orabout September 7, 2007.
Completion of the conversion and offering is subject to, among otherthings, the receipt of final regulatory approvals.
Sandler O'Neill & Partners, L.P. is assisting BCSB Bancorp in selling itscommon stock in the offering on a best efforts basis.
Founded in 1955, Baltimore County Savings Bank operates under its holdingcompany, BCSB Bankcorp, Inc. BCSB provides regional community bankingsolutions through 18 locations across the Baltimore metropolitan area. BCSBBankcorp, Inc. became a publicly traded mutual holding company in July 1998.For more information, visit .
This press release contains certain forward-looking statements about theconversion and offering. Forward-looking statements include statementsregarding anticipated future events and can be identified by the fact thatthey do not relate strictly to historical or current facts. They ofteninclude words such as "believe," "expect," "anticipate," "estimate," and"intend" or future or conditional verbs such as "will," "would," "should,""could," or "may." Forward-looking statements, by their nature, are subjectto risks and uncertainties. Certain factors that could cause actual resultsto differ materially from expected results include delays in consummation ofthe conversion and offering, difficulties in selling the common stock or inselling the common stock within the expected time frame, increased competitivepressures, changes in the interest rate environment, general economicconditions or conditions within the securities markets, and legislative andregulatory changes that could adversely affect the business in which BCSBBancorp and Baltimore County Savings Bank are engaged.
A registration statement relating to these securities has been filed withthe United States Securities and Exchange Commission. This press release isneither an offer to sell nor a solicitation of an offer to buy common stock.The offer will be made only by means of the written prospectus forming part ofthe registration statement (and, in the case of the subscription offering, anaccompanying stock order form).
BCSB Bancorp has filed a proxy statement/prospectus concerning theconversion with the Securities and Exchange Commission. Shareholders of BCSBBankcorp are urged to read the proxy statement/prospectus because it containsimportant information. Investors are able to obtain all documents filed withthe SEC by BCSB Bancorp free of charge at the SEC's website, . Inaddition, documents filed with the SEC by BCSB Bancorp may be read and copiedat the SEC's public reference room at 100 F Street, N.E., Washington, DC. Thedirectors, executive officers, and certain other members of management andemployees of BCSB Bankcorp are participants in the solicitation of proxies infavor of the conversion from the shareholders of BCSB Bankcorp. Informationabout the directors and executive officers of BCSB Bankcorp is included in theproxy statement/prospectus filed with the SEC.
The shares of common stock of BCSB Bancorp are not savings accounts orsavings deposits, may lose value and are not insured by the Federal DepositInsurance Corporation or any other government agency.
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