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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
BCB FINANCIAL SERVICES CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
055300 10 7
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(CUSIP Number)
Allen E. Kiefer, President and CEO Charles J. Ferry, Esquire
Heritage Bancorp, Inc. Rhoads & Sinon LLP
120 South Centre Street One South Market Square
Pottsville, PA 17901 Harrisburg, PA 17101-1146
(717) (717) 233-5731
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 1997
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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(b)(3) or (4), check the following box [ ].
The information required on 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).
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CUSIP No. 055300 10 17
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1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Heritage Bancorp, Inc. 23-2228542
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC, OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6. Citizenship or Place of Organization Pennsylvania
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Number of Shares 7. Sole Voting Power Beneficial
Ownership Disclaimed - See Item 5
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Beneficially Owned 8. Shared Voting Power None
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by Each Reporting 9. Sole Dispositive Power Beneficial
Ownership Disclaimed - See Item 5
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Person With 10. Shared Dispositive Power None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5
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12. Check if the Aggregate Amount in Row 11 Excludes Certain
Shares X - reporting person disclaims beneficial ownership of 690,516
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shares subject to option. See Item 5
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13. Percent of Class Represented by Amount in Row (11) 0 (See Item 5)
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14. Type of Reporting Person (See Instructions) HC
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Item 1. Security and Issuer.
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The title of the class of equity securities to which this Schedule 13D
relates is the common stock, par value $2.50 per share, of BCB Financial
Services Corporation ("BCB Common Stock"). The address of the principal
executive offices of BCB Financial Services Corporation ("BCB") is 400
Washington Street, Reading, Pennsylvania 19603.
Item 2. Identity and Background.
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This statement is filed on behalf of Heritage Bancorp, Inc. ("Heritage").
Heritage is a Pennsylvania corporation with its principal executive offices at
120 South Centre Street, Pottsville, Pennsylvania 17901. Heritage is a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended, and is principally engaged in the business of managing and controlling
banks and activities closely related to banking.
Filed as Schedule I to this Schedule 13D is a list of the executive
officers and directors of Heritage containing the following information with
respect to each such person: (a) name, (b) business address, and (c) present
principal occupation or employment, and the name and, if different than such
person's business address, the address of any corporation or other organization
in which such employment is conducted. Each person listed in Schedule I is a
United States citizen.
During the past five (5) years, neither Heritage nor, to the best of
Heritage's knowledge, any person named in Schedule I (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result 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 finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to a Stock Option Agreement dated November 18, 1997 (the "BCB
Stock Option Agreement"), BCB has granted to Heritage an option to purchase (the
"BCB Option") up to 690,516 shares of BCB Common Stock at an exercise price per
share of $22.375, subject to adjustment as provided therein. At the exercise
price of $22.375 per share, the aggregate amount of funds required to exercise
the BCB Option in full would be $15,450,295.50. If and when the BCB Option is
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exercised, Heritage's source of funds will be either working capital or funds
borrowed from other sources yet to be determined.
Item 4. Purpose of Transaction.
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On November 18, 1997, Heritage and BCB entered into an Agreement and Plan
of Consolidation (the "Consolidation Agreement") providing for the consolidation
of BCB and Heritage into a new as yet to be named corporation (the "Holding
Company"). Under the Consolidation Agreement, each share of issued and
outstanding BCB Common Stock on the effective date of the Consolidation will be
converted (except as otherwise provided in the Consolidation Agreement) into
1.3335 shares of common stock, $1.00 par value per share, of Holding Company
("Holding Company Common Stock"), and each share of issued and outstanding
common stock of Heritage (except as otherwise provided in the Consolidation
Agreement) will be converted into 1.05 shares of Holding Company Common Stock.
Cash will be paid in lieu of fractional shares.
Consummation of the Consolidation is subject to, among other things,
receipt of all necessary shareholder and regulatory approvals. Upon
consummation of the Consolidation, the separate corporate existence of BCB and
Heritage shall cease, and all outstanding shares of BCB and Heritage Common
Stock (other than shares held by shareholders who perfect dissenters' rights,
certain trust shares and except as otherwise provided in the Consolidation
Agreement) will be converted into Holding Company Common Stock and cash in lieu
of any fractional interest.
Heritage and BCB have entered into reciprocal stock option agreements in
order to facilitate consummation of the transactions contemplated by the
Consolidation Agreement. As set forth in response to Item 3 above, pursuant to
the BCB Stock Option Agreement BCB has granted to Heritage the option to
purchase prior to the termination of the option up to 690,516 shares of BCB
Common Stock at an exercise price of $22.375 per share, subject to adjustment
pursuant to the terms of the BCB Stock Option Agreement, upon the occurrence of
any of the events specified therein. Pursuant to the Heritage Stock Option
Agreement, Heritage has granted to BCB the option to purchase prior to the
termination of the option up to 947,041 shares of Heritage Common Stock at an
exercise price of $22.875 per share, subject to adjustment pursuant to the terms
of the Heritage Stock option Agreement, upon the occurrence of any of the events
specified therein.
The preceding summary of certain provisions of the Consolidation
Agreement and the Stock Option Agreements is not intended to be complete and is
qualified in its entirety by
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reference to the Consolidation Agreement and the Stock Option Agreements, copies
of which are filed as Exhibits 2, 99.1 and 99.2, respectively, to Heritage's
Current Report on Form 8-K, dated November 18, 1997, as filed with the
Securities Exchange Commission on November 26, 1997, and which are incorporated
herein by reference.
Except as otherwise set forth in Items 3, 4 and 5 hereof, Heritage does not
now have any plans or proposals which relate to or would result in any of the
actions specified in classes (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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The 690,516 shares of BCB Common Stock subject to the BCB Option represent
approximately 19.9% of the 3,469,930 shares of BCB Common Stock that were issued
and outstanding at the time of execution of the stock option agreement. The BCB
Option will not become exercisable unless certain events specified in the BCB
Stock Option Agreement occur. Unless and until the option is exercised, Heritage
disclaims beneficial ownership of the BCB Common Stock subject to the BCB
Option.
Except as otherwise described herein, neither Heritage, nor, to the best of
Heritage's knowledge, any of the persons listed on Schedule I hereto,
beneficially owns any shares of BCB Common Stock.
Other than as stated above, no transactions in BCB stock were effected
during the past sixty (60) days by Heritage, or, to the best of Heritage's
knowledge, by any of the persons listed on Schedule I hereto.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
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Securities of the Issuer.
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Except as set forth in response to Items 3, 4 and 5 hereof, neither
Heritage nor, to the best knowledge of Heritage, any of its directors or
executive officers, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of BCB, including, but not limited to, transfer or voting of any
securities of BCB, finder's fees, joint ventures, loans or option agreements,
puts or calls, guarantees of profits, division of profits or loss or the giving
or withholding of proxies.
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Item 7. Material to be Filed as Exhibits.
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(a) Agreement and Plan of Consolidation dated as of November 18, 1997 by
and between Heritage Bancorp, Inc. and BCB Financial Services Corporation (filed
as Exhibit 2 to Heritage's Current Report on From 8-K dated November 18, 1997,
as filed with the Commission on November 26, 1997, and incorporated herein by
reference).
(b) Stock Option Agreement dated November 18, 1997 by and between Heritage
Bancorp, Inc. and BCB Financial Services Corporation (filed as Exhibit 99.1 to
Heritage's Current Report on From 8-K dated November 18, 1997, as filed with the
Commission on November 26, 1997, and incorporated herein by reference).
(c) Stock Option Agreement dated November 18, 1997 by and between Heritage
Bancorp, Inc. and BCB Financial Services Corporation (filed as Exhibit 99.2 to
Heritage's Current Report on Form 8-K dated November 18, 1997, as filed with the
Commission on November 26, 1997, and incorporated herein by reference).
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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.
HERITAGE BANCORP, INC.
Dated: November 24, 1997 By: /s/ Allen E. Keifer
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Allen E. Kiefer
President and
Chief Executive Officer
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SCHEDULE I
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Each of the persons named below is a citizen of the United States of
America.
Principal Occupation or Employment;
Name Business or Residence Address
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EXECUTIVE OFFICERS:
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Allen E. Kiefer President and Chief Executive Officer of Heritage
National Bank and Heritage Bancorp, Inc.
120 South Centre Street
Pottsville, PA 17901
Richard A. Ketner Executive Vice President of Heritage Bancorp, Inc. and
Heritage National Bank
120 South Centre Street
Pottsville, PA 17901
David L. Scott Vice President and Chief Financial Officer
120 South Centre Street
Pottsville, PA 17901
DIRECTORS:
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Richard D. Biever Vice President
Alpha Mills Corporation
122-124 South Margaretta Street
Schuylkill Haven, PA 17972
Jane C. Deibert Retired, formerly President of The Schuylkill Haven
Trust Company
8 Centre Avenue
Schuylkill Haven, PA 17961
Allen E. Kiefer President and Chief Executive Officer of Heritage
National Bank and Heritage Bancorp, Inc.
120 South Centre Street
Pottsville, PA 17901
Robert F. Koehler Retired, formerly President of Sylray, Inc.
420 Eisenhower Drive
Orwigsburg, PA 17961
Ermano O. Agosti President, Hometown, IGA, Inc.
Route 309, R.R. #2
Tamaqua, PA 18252
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Albert L. Evans, Jr. President, Evans Delivery Company, Inc.
P.O. Box 268
Pottsville, PA 17901
Richard T. Fenstermacher Co-owner, Hadestry Hardware Co., Inc.
23rd and West Market Street
Pottsville, PA 17901
Richard A. Ketner Executive Vice President of Heritage Bancorp, Inc. and
Heritage National Bank
120 South Centre Street
Pottsville, PA 17901
Joanne C. McCloskey Retired School Teacher
16 Cottage Hill West
Pottsville, PA 17901
Joseph P. Schlitzer President, Higgins Insurance Associates and Coldwell
Banker Higgins Associates
115 South Centre Street
Pottsville, PA 17901
Frederick A. Gosch President, Pflueger
Insurance Agency, Inc.
11 East Main Street
P.O. Box 29
Schuylkill Haven, PA 17972
Raman V. Patel Retired, formerly President, Paydyne, Inc.
620 Raring Drive
Orwigsburg, PA 17961
William J. Zimmerman Director, Student Affairs and Marketing, Penn State
University, Schuylkill Campus
200 University Drive
Pottsville, PA 17901
110780
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