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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
BCSB Bankcorp, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
054948 10 4
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(CUSIP Number)
Gary C. Loraditch
c/o Baltimore County Savings Bank, M.H.C.
4111 East Joppa Road, Suite 300
Baltimore, Maryland 21236
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(Name, address and telephone number of person
authorized to receive notices and communications)
July 7, 1998
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(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]
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CUSIP No. 054948 10 4 13D Page 1 of 6 pages
1. NAMES OF REPORTING PERSON: BALTIMORE COUNTY SAVINGS BANK,
M.H.C.
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY:
4. SOURCES OF FUNDS: OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E): [ ]
Not applicable.
6. CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
NUMBER OF 7. SOLE VOTING POWER: 3,754,960
SHARES
BENEFICIALLY 8. SHARED VOTING POWER: 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 3,754,960
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,754,960
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11: 61.4%
14. TYPE OF REPORTING PERSON: HC
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Item 1. Security and Issuer.
The securities as to which this Schedule 13D relates are
shares of the common stock, par value $.01 per share (the "Common
Stock"), of BCSB Bankcorp, Inc., a Federal stock corporation (the
"Issuer"), whose executive office is located at 4111 East Joppa
Road, Suite 300, Baltimore, Maryland 21236.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of Baltimore County
Savings Bank, M.H.C., a Federally chartered mutual holding
company (the "Company"). The Company's principal business is to
hold the majority of the Issuer's shares of Common Stock. The
business address of the Company is 4111 east Joppa Road, Suite
300, Baltimore, Maryland 21236.
Pursuant to General Instruction C of Schedule 13D, the
following information is being provided with respect to each
executive officer and director of the Company (collectively,
"Insiders"):
<TABLE>
<CAPTION>
Name Occupation
<S> <C>
Michael J. Dietz President, BCSB Bankcorp, Inc.,
Baltimore County Savings Bank, M.H.C.
and Baltimore County Savings Bank, F.S.B.
H. Adrian Cox Insurance Agent, Rohe and Rohe
Associates, Inc.
Frank W. Dunton Retired
Henry V. Kahl Assessor Supervisor, Maryland Department
of Assessments and Taxation
Gary C. Loraditch Vice President, Secretary and Treasurer
of BCSB Bankcorp, Inc., Baltimore County
Savings Bank, F.S.B. and Baltimore County
Savings Bank, M.H.C.
William M. Loughran Vice President, Baltimore County Savings
Bank, F.S.B.
Martin Meyers Retired
John J. Panzer Self-employed builder of residential
homes
P. Louis Rohe, Jr. Retired
</TABLE>
Page 2 of 6 pages<PAGE>
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(d) During the past five years, neither the Company nor any
of the Insiders has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither the Company nor any
of the Insiders has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State
securities laws or a finding or any violation with respect to
such laws.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
On June 8, 1998, the Issuer was formed for the purpose of
becoming the stock holding company of Baltimore County Savings
Bank, F.S.B., Baltimore, Maryland (the "Bank") and the Company
was formed for the purpose of becoming the mutual holding company
parent of the Issuer. Pursuant to the Plan of Reorganization
from Mutual Savings Bank to Mutual Holding Company and Subsidiary
Holding Company Formation (the "Plan of Reorganization"),
effective July 7, 1998, the Bank became a wholly owned subsidiary
of the Issuer, which became a majority owned subsidiary of the
Company (the "Mutual Holding Company Reorganization"). On July
7, 1998, 3,754,960 shares of Common Stock were issued to the
Company at no cost to the Company. In addition, on July 8, 1998,
certain Insiders purchased shares of Common Stock using their
personal funds. All shares purchased by Insiders were purchased
at a price of $10.00 per share.
Item 4. Purpose of Transaction.
The primary purpose of the Mutual Holding Company
Reorganization was to establish a structure that will enable the
Bank to compete and expand more effectively in the financial
services marketplace, and that will enable the Bank's depositors,
employees, management and directors to obtain an equity ownership
interest in the Bank through their ownership interests in the
Issuer. The mutual holding company structure permitted the
Issuer to sell capital stock, which is a source of capital not
available to a mutual saving bank. The transaction also gives
the Bank and the Issuer greater flexibility to structure and
finance the expansion of operations and to diversify into other
financial services. Because the Issuer only issued a minority of
the Common Stock for sale to the public in the Mutual Holding
Company Reorganization, the Bank's mutual form of ownership and
its ability to remain an independent savings bank and to provide
community-oriented financial services is expected to be
preserved.
Page 3 of 6 pages<PAGE>
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While the Company and the Insiders intend to exercise their
rights as stockholders, neither the Company nor the Insiders
currently have any plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d)
any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the
Issuer's business or corporate structure; (g) changes in the
Issuer's charter or bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of
the Issuer by any person; (h) causing a class of securities of
the Issuer to be delisted from a national securities exchange or
to cease to be authorized or quoted in an inter-dealer quotation
system of a registered national securities association; (i) a
class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of July 7, 1998, the Company directly and beneficially
owned 3,754,960 shares of the Issuer's Common Stock, which
represented 61.4% of the issued and outstanding shares of Common
Stock on such date. The following table sets forth information
with respect to the shares of Common Stock beneficially owned by
the Insiders as of July 7, 1998:
<TABLE>
<CAPTION>
No. of Shares % of Outstanding
Name Beneficially Owned Common Stock
---- ------------------ ----------------
<S> <C> <C>
Michael J. Dietz 14,700 .24
H. Adrian Cox 2,587 .04
Fran W. Dunton 5,000 .08
Henry V. Kahl 167 .003
Gary C. Loraditch 17,051 .28
William M. Loughran 4,258 .07
Martin Meyers 0 .00
John J. Panzer 5,317 .09
P. Louis Rohe, Jr. 4,030 .07
</TABLE>
(b) The Company has sole voting power over 3,754,960 shares and
sole dispositive power over 3,754,960 shares. The Insiders have
sole voting and dispositive power over the shares listed in Item
5(a) above.
(c) Other than the issuance to the Company of the 3,754,960
shares of the Issuer's Common Stock and the purchase by the
Insiders of the shares of Common Stock listed in Item 5(a)
above, neither the Company not any Insider has effected any
transaction in the Issuer's Common Stock within the past 60
days. For information with respect to such issuance, see Item 3
above.
(d) Not applicable.
(e) Not applicable.
Page 4 of 6 pages<PAGE>
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
As of the date of this Schedule 13D, neither the Company
nor any of the Insiders is a party to any contract, arrangement,
understanding or relationship among themselves or with any other
person with respect to any securities of the Issuer, including
but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, the giving or withholding of proxies, or
otherwise subject to a contingency the occurrence of which would
give another person voting or investment power over the Common
Stock.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 6 pages<PAGE>
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: July 10, 1998 /s/ Michael J. Dietz
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Michael J. Dietz
President
Baltimore County
Savings Bank, M.H.C.
Page 6 of 6 pages
