<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ____) *
BCSB Bankcorp, Inc.
- -------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------
(Title of Class of Securities)
054948 10 4
-------------
(CUSIP Number)
N/A
- -------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 13 pages<PAGE>
CUSIP NO. 054948 10 4 13G Page 2 of 13
1. NAME OF REPORTING PERSONS: BCSB Bankcorp, Inc. Employee
Stock Ownership Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 182,928
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 182,928
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 182,928
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.0%
12. TYPE OF REPORTING PERSON:* EP
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP NO. 054948 10 4 13G Page 3 of 13 Pages
1. NAME OF REPORTING PERSONS: BCSB Bankcorp, Inc. Deferred
Compensation Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
52-0791958
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 92,161
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 92,161
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 92,161
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.5%
12. TYPE OF REPORTING PERSON*: EP
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP NO. 054948 10 4 13G Page 4 of 13 Pages
1. NAME OF REPORTING PERSONS: Baltimore County Savings Bank
Foundation, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 75,000
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 75,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 75,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.2%
12. TYPE OF REPORTING PERSON*: EP
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP NO. 054948 10 4 13G Page 5 of 13 Pages
1. NAME OF REPORTING PERSONS: Baltimore County Savings Bank
Employees' Savings & Profit Sharing Plan and Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
52-1892231
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 53,827
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 53,827
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 53,827
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0.9%
12. TYPE OF REPORTING PERSON:* EP
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP NO. 054948 10 4 13G Page 6 of 13 Pages
1. NAME OF REPORTING PERSONS: H. Adrian Cox
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 2,587
6. SHARED VOTING POWER 328,916
7. SOLE DISPOSITIVE POWER 2,587
8. SHARED DISPOSITIVE POWER 220,988
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 331,503
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.4%
12. TYPE OF REPORTING PERSON:* IN
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP NO. 054948 10 4 13G Page 7 of 13 Pages
1. NAME OF REPORTING PERSONS: Frank W. Dunton
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 5,000
6. SHARED VOTING POWER 328,916
7. SOLE DISPOSITIVE POWER 5,000
8. SHARED DISPOSITIVE POWER 220,988
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 333,916
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.5%
12. TYPE OF REPORTING PERSON*: IN
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
CUSIP NO. 054948 10 4 13G Page 8 of 13 Pages
1. NAME OF REPORTING PERSONS: Henry V. Kahl
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 167
6. SHARED VOTING POWER 328,916
7. SOLE DISPOSITIVE POWER 167
8. SHARED DISPOSITIVE POWER 220,988
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 329,083
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.4%
12. TYPE OF REPORTING PERSON:* IN
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
<PAGE>
Page 9 of 13 Pages
ITEM 1(a) NAME OF ISSUER:
BCSB Bankcorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4111 East Joppa Road, Suite 300
Baltimore, Maryland 21236
ITEM 2(a) NAME OF PERSON(S) FILING:
The BCSB Bankcorp, Inc. Employee Stock Ownership Plan Trust
(the "ESOP Trust"), the BCSB Bankcorp, Inc. Deferred
Compensation Plan Trust (the "DCP Trust"), the Baltimore County
Savings Bank Foundation, Inc. ("Foundation"), the Baltimore
County Savings Bank Employees' Savings & Profit Sharing Plan and
Trust (the "Savings Trust"), and H. Adrian Cox, Frank W. Dunton,
and Henry V. Kahl (together, the "Trustees"), who serve as all
or some of the trustees of said trusts and Foundation (together,
the "Trusts").
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP:
See Row 4 of the second part of the cover page provided for
each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER:
See the upper left corner of the second part of the cover
page provided for each reporting person.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b),
OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS
A:
(f) [x] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(j) [x] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1 (c), check
this box. [x]
Items (a), (b), (c), (d), (e), (g), (h) and (i) hereof are
not applicable. This Schedule 13G is being filed on behalf of
the Trusts, filing pursuant to the Item 3(f) and (j)
classifications, and on behalf of each trustee of the Trusts,
filing pursuant to Rule 13d-1(c) and applicable SEC no-action
letters. Exhibit A discloses the relationship between all
persons who are parties to this filing.
<PAGE>
<PAGE>
Page 10 of 13 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of the
cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the cover
page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
The Trustees share dispositive power over dividends received
by the Trusts, with dividends held for the benefit of each
Trust's respective beneficiaries.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
See Exhibit A.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below, each signatory in the capacity of a
Trustee of a Trust certifies that, to the best of his knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
By signing below, each Trustee in his individual capacity
certifies that, to the best of his knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.<PAGE>
<PAGE>
Page 11 of 13 Pages
SIGNATURE:
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.
BCSB BANKCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ H. Adrian Cox February 10, 1999
-------------------------- -----------------
H. Adrian Cox, as Trustee Date
/s/ Frank W. Dunton February 10, 1999
-------------------------- -----------------
Frank W. Dunton, as Trustee Date
/s/ Henry V. Kahl February 10, 1999
-------------------------- -----------------
Henry V. Kahl, as Trustee Date
BCSB BANKCORP, INC.
DEFERRED COMPENSATION PLAN TRUST
By Its Trustees:
/s/ H. Adrian Cox February 10, 1999
-------------------------- -----------------
H. Adrian Cox, as Trustee Date
/s/ Frank W. Dunton February 10, 1999
-------------------------- -----------------
Frank W. Dunton, as Trustee Date
/s/ Henry V. Kahl February 10, 1999
-------------------------- -----------------
Henry V. Kahl, as Trustee Date
<PAGE>
<PAGE>
Page 12 of 13 Pages
BALTIMORE COUNTY SAVINGS BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
By: Baltimore County Savings Bank, Its Trustee
/s/ William M. Loughran February 10, 1999
--------------------------------------- -----------------
William M. Loughran, Its Vice President Date
BALTIMORE COUNTY SAVINGS BANK FOUNDATION, INC.
By Its Trustees:
/s/ H. Adrian Cox February 10, 1999
------------------------- -----------------
H. Adrian Cox, as Trustee Date
/s/ Frank W. Dunton February 10, 1999
------------------------- -----------------
Frank W. Dunton, as Trustee Date
/s/ Henry V. Kahl February 10, 1999
------------------------- -----------------
Henry V. Kahl, as Trustee Date
/s/ H. Adrian Cox February 10, 1999
- --------------------------------- -----------------
H. Adrian Cox, as an Individual Date
Stockholder
/s/ Frank W. Dunton February 10, 1999
- --------------------------------- -----------------
Frank W. Dunton, as an Individual Date
Stockholder
/s/ Henry V. Kahl February 10, 1999
--------------------------------- -----------------
Henry V. Kahl, as an Individual Date
Stockholder<PAGE>
<PAGE>
Page 13 of 13 Pages
Exhibit A
The assets of the ESOP Trust, DCP Trust, and Foundation are
held in trust by the Trustees, who have a fiduciary duty to act
in the best interests of each Trust's respective beneficiaries.
The assets of the Savings Plan Trust are held in trust by
Baltimore County Savings Bank (in its capacity as trustee of the
Savings Plan Trust), which has a fiduciary duty to act in the
best interests of that Trust's beneficiaries. As directors of
the Bank, the Trustees share voting and dispositive powers over
the assets of the Savings Plan Trust. In their capacities as
Trustees of all of the Trusts, the Trustees generally hold all
shares of the Issuer's common stock for the benefit of the
beneficiaries of the respective Trusts.
The ESOP Trust, the DCP Trust, and the Savings Plan Trust
are filing pursuant to Rule 13d-1(b)(1)(ii)(F) and Rule
13d-1(b)(1)(ii)(J). The Foundation and the Trustees are filing
pursuant to Rule 13d-1(c) and applicable SEC no-action letters.
