PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
BCB FINANCIAL SERVICES CORPORATION
_________________________________________________________________
(Name of Registrant as Specified in its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
3) Filing Party:
_________________________________________________________________
4) Date Filed:
_________________________________________________________________
<PAGE>
May 19, 1997
DEAR SHAREHOLDER:
We cordially invite you to a Special Meeting of Shareholders
(the "Meeting") of BCB Financial Services Corporation to be held
on Wednesday, June 11, 1997 at 3:00 p.m., at Berks County Bank,
Shillington Office, K-Mart Shopping Plaza, 12 Parkside Avenue,
Shillington, Pennsylvania.
The Corporation's shareholders are being asked to approve a
proposal to amend the Corporation's Articles of Incorporation to
increase the number of authorized shares of common stock from
3,000,000 shares to 20,000,000 shares (the "Proposal").
THE NOTICE AND PROXY STATEMENT, WHICH ARE CONTAINED IN THE
FOLLOWING PAGES, DESCRIBE THE PROPOSAL. THE PROPOSAL HAS BEEN
UNANIMOUSLY APPROVED AND RECOMMENDED BY THE CORPORATION'S BOARD
OF DIRECTORS. WE URGE YOU TO READ CAREFULLY THE DESCRIPTION OF
THE PROPOSAL AND TO VOTE FOR ITS ADOPTION.
If you cannot attend the Meeting, your shares should still
be represented at the Meeting. We urge you to sign and date the
enclosed proxy card and return it in the enclosed envelope as
soon as possible.
Sincerely,
Nelson R. Oswald
Chairman of the Board and President
<PAGE>
__________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 11, 1997
__________________________________
TO THE SHAREHOLDERS OF BCB FINANCIAL SERVICES CORPORATION:
Notice is hereby given that a Special Meeting of
Shareholders (the "Meeting") of BCB FINANCIAL SERVICES
CORPORATION (the "Corporation") will be held at 3:00 p.m., on
Wednesday, June 11, 1997 at Berks County Bank, Shillington
Office, K-Mart Shopping Plaza, 12 Parkside Avenue, Shillington,
Pennsylvania for the following purposes:
1. To consider and act upon a proposal to amend the
Corporation's Articles of Incorporation to increase the
number of authorized shares of common stock from 3,000,000
shares to 20,000,000 shares ("Proposal One"); and
2. To transact such other business as may properly be
presented at the Meeting and any adjournment or postponement
thereof.
In accordance with the By-laws of the Corporation and action
of the Board of Directors, only those shareholders of record at
the close of business on May 15, 1997, will be entitled to notice
of and to vote at the Meeting.
You are urged to mark, sign, date and promptly return your
Proxy in the enclosed envelope so that your shares may be voted
in accordance with your wishes and in order that the presence of
a quorum may be assured. The prompt return of your signed Proxy,
regardless of the number of shares you hold, will aid the
Corporation in reducing the expense of additional proxy
solicitation. The giving of such Proxy does not affect your
right to vote in person if you attend the meeting and give
written notice to the Secretary of the Corporation.
By Order of the Board of Directors,
Harold C. Bossard
Secretary
May 19, 1997
<PAGE>
PROXY STATEMENT FOR THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 11, 1997
GENERAL
Introduction, Date, Time and Place of Special Meeting
This Proxy Statement is being furnished in connection with
the solicitation by the Board of Directors of BCB FINANCIAL
SERVICES CORPORATION (the "Corporation") of proxies to be voted
at the Special Meeting of Shareholders (the "Meeting") of the
Corporation to be held on Wednesday, June 11, 1997 at 3:00 p.m.,
at Berks County Bank, Shillington Office, K-Mart Shopping Plaza,
12 Parkside Avenue, Shillington, Pennsylvania, and at any
adjournment or postponement of the Meeting.
The principal executive office of the Corporation is located
at Berks County Bank (the "Bank"), The Madison Building, 400
Washington Street, Reading, Pennsylvania 19601. The telephone
number for the Corporation is (610) 376-5933. All inquiries
should be directed to Nelson R. Oswald, Chairman of the Board of
Directors and President of the Corporation. The Bank is a
wholly-owned subsidiary of the Corporation.
Solicitation and Voting of Proxies
This Proxy Statement and the enclosed form of proxy (the
"Proxy") are first being sent to shareholders of the Corporation
on or about May 19, 1997.
Shares represented by the accompanying Proxy, if properly
signed and returned, will be voted in accordance with the
specifications thereon. Any Proxy not specifying to the contrary
will be voted FOR the proposal to amend the Corporation's
Articles of Incorporation to increase the number of authorized
shares of common stock, par value $2.50 per share (the "Common
Stock"), of the Corporation from 3,000,000 shares to 20,000,000
shares ("Proposal One") and FOR or AGAINST any other matter that
properly comes before the Meeting or any adjournment thereof, in
the discretion of the persons named as proxyholders. The
affirmative vote of a majority of all votes cast at the Meeting
is required to approve Proposal One.
Execution and return of the enclosed Proxy will not affect a
shareholder's right to attend the Meeting and, after giving
written notice to the Secretary of the Corporation, to vote in
person. The cost of preparing, assembling, printing, mailing and
soliciting Proxies, and any additional material which the
Corporation may furnish in connection with the Meeting, will be
borne by the Corporation. In addition to the use of the mails,
certain directors, officers and employees or other
representatives of the Corporation and the Bank may solicit
Proxies personally, by telephone, telegraph and fax.
Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries to forward Proxy
solicitation material to the beneficial owners of stock held of
record by these persons, and, upon request therefor, the
Corporation will reimburse them for their reasonable forwarding
expenses.
Revocability of Proxy
A shareholder who returns a Proxy may revoke the Proxy at
any time before it is voted only: (1) by giving written notice of
revocation to Harold C. Bossard, Secretary of BCB Financial
Services Corporation, at 400 Washington Street, Post Office Box
1097, Reading, Pennsylvania 19603; (2) by executing a later-dated
Proxy and giving written notice thereof to the Secretary of the
Corporation; or (3) by voting in person after giving written
notice to the Secretary of the Corporation.
Voting Securities and Record Date
At the close of business on May 15, 1997, the Corporation
had 2,078,673 shares of Common Stock outstanding.
Only holders of Common Stock of record at the close of
business on May 15, 1997 will be entitled to notice of and to
vote at the Meeting. On all matters to come before the Meeting,
each share of Common Stock is entitled to one vote, and,
accordingly, holders of Common Stock are entitled to cast a total
of 2,078,673 votes at the Meeting.
Quorum
Pursuant to Article 3, Section 3.1, of the By-laws of the
Corporation, the presence, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes which all
shareholders are entitled to cast shall constitute a quorum.
Abstentions and broker non-votes will not constitute or be
counted as "votes" cast for purposes of the Annual Meeting but
will be used for purposes of determining whether a quorum exists
at the Meeting.
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S COMMON STOCK
Principal Owners
The following table sets forth, as of May 15, 1997, the name
and address of each person who owns of record or is known by the
Board of Directors to be the beneficial owner of more than five
percent (5%) of the Corporation's outstanding Common Stock, the
number of shares beneficially owned by such person, and the
percentage of the Corporation's outstanding Common Stock so
owned.
<TABLE>
<CAPTION>
Name and Address Amount
of and Nature of Percent of
Beneficial Owner Beneficial Ownership (1) Class
<S> <C> <C>
National Properties, Inc. 149,627 7.20%
and RPI Company*
150 East Swedesford Road
Wayne, Pennsylvania 19087
Nelson R. Oswald** 116,087 5.46%
6908 Boyertown Pike
Douglassville, Pennsylvania 19518
</TABLE>
_________________
* Includes (i) 148,995 shares of Common Stock held by
National Properties, Inc. and RPI Company which are
entities controlled by or under the control of
Mr. Jeffery L. King and (ii) 632 shares of Common Stock
held by Mr. King's children and wife.
** Includes (i) 69,931 shares of Common Stock held jointly
by Mr. Oswald and his spouse, (ii) 218 shares of Common
Stock held by Mr. Oswald's son and (iii) 45,938 shares
subject to stock options granted to Mr. Oswald which
are currently exercisable.
Beneficial Ownership by Officers and Directors
The following table sets forth as of May 15, 1997, the
amount and percentage of the Common Stock of the Corporation
beneficially owned by each director, each executive officer whose
total salary and bonus exceeded $100,000 in 1996 ("Named
Executive Officers"), and all directors and executive officers of
the Corporation as a group.
<TABLE>
<CAPTION>
Amount and Nature of Percent
Name Beneficial Ownership(1)(2) of Class
DIRECTORS AND NAMED
EXECUTIVE OFFICERS
<S> <C> <C>
Harold C. Bossard (3)(4) 19,635 0.94%
Edward J. Edwards (3)(5) 28,569 1.30%
Lewis R. Frame, Jr. (6)(7) 75,919 3.64%
Ivan H. Gordon (8)(9) 15,276 0.73%
Jeffrey W. Hayes(8)(10) 54,830 2.63%
Alfred B. Mast (8)(11) 33,334 1.59%
Nelson R. Oswald (3)(12)(13) 116,087 5.46%
Wesley R. Pace (3)(14) 35,143 1.69%
Floyd S. Weber (6)(15) 35,842 1.72%
Randall S. Weeber (6)(16) 15,861 0.76%
Robert D. McHugh, Jr. (17)(18) 29,835 1.42%
All Directors and Executive 483,040 21.74%(19)
Officers as a Group (15 persons)
</TABLE>
____________________
(1) The securities "beneficially owned" by an individual
are determined in accordance with the definitions of
"beneficial ownership" set forth in the General Rules
and Regulations of the Securities and Exchange
Commission and may include securities owned by or for
the individual's spouse and minor children and any
other relative who has the same home, as well as
securities to which the individual has or shares voting
or investment power or has the right to acquire
beneficial ownership within sixty (60) days after
May 15, 1997. Beneficial ownership may be disclaimed
as to certain of the securities. Shares of the
Corporation's Common Stock held in the 401(k)
Retirement Savings Plan are not included in ownership
amounts above. These shares are voted by the Plan
Administrators.
(2) Information furnished by the directors, executive
officers and the Corporation.
(3) A current Class C Director whose term expires in 2000.
(4) Includes 13,635 shares of Common Stock held jointly by
Mr. Bossard and his spouse and 6,000 shares subject to
stock options granted to Mr. Bossard which are
currently exercisable.
(5) Includes 22,569 shares of Common Stock held jointly by
Mr. Edwards and his spouse and 6,000 shares subject to
stock granted to Mr. Edwards which are currently
exercisable.
(6) A Class B Director whose term expires in 1999.
(7) Includes 69,919 shares of Common Stock held
individually by Mr. Frame and 6,000 shares subject to
stock options granted to Mr. Frame which are currently
exercisable.
(8) A Class A Director whose term expires in 1998.
(9) Includes 5,166 shares of Common Stock held individually
by Mr. Gordon, 4,110 shares of Common Stock held
jointly by Mr. Gordon and his spouse and 6,000 shares
subject to stock options granted to Mr. Gordon which
are currently exercisable.
(10) Includes 31,502 shares of Common Stock held
individually by Mr. Hayes, 14,684 shares of Common
Stock held by Irene D. Hayes, his spouse, 2,644 shares
of Common Stock held by Irene D. Hayes, custodian for
daughter and 6,000 shares subject to stock options
granted to Mr. Hayes which are currently exercisable.
(11) Includes 27,010 shares of Common Stock held
individually by Mr. Mast, 324 shares of Common Stock
held by Mr. Mast's children and 6,000 shares subject to
stock options granted to Mr. Mast which are currently
exercisable.
(12) Includes 69,931 shares of Common Stock held jointly by
Mr. Oswald and his spouse, 218 shares of Common Stock
held by Mr. Oswald's son and 45,938 shares of stock
options granted to Mr. Oswald which are currently
exercisable.
(13) Chairman of the Board and President of the Corporation
and the Bank.
(14) Includes 29,008 shares of Common Stock held jointly by
Mr. Pace and his spouse, 135 shares of Common Stock
held by Mr. Pace's son and 6,000 shares subject to
stock options granted to Mr. Pace which are currently
exercisable.
(15) Includes 29,842 shares of Common Stock held jointly by
Mr. Weber and his spouse and 6,000 shares subject to
stock options granted to Mr. Weber which are currently
exercisable.
(16) Includes 238 shares of Common Stock held individually
by Mr. Weeber, 6,493 shares of Common Stock held by
Randall S. Weeber Profit Sharing Keough Plan, 3117
shares held by Weeber Realtors and 6,000 shares subject
to stock options granted to Mr. Weeber which are
currently exercisable.
(17) Senior Vice President and Treasurer of the Corporation
and the Bank.
(18) Includes 7,657 shares of Common Stock held individually
by Mr. McHugh and 22,178 shares of stock options
granted to Mr. McHugh which are currently exercisable.
(19) The percent of class assumes all outstanding stock
options issued to the executive officers and
non-employee directors have been exercised and,
therefore, on a pro rata basis, 2,221,965 shares of
Common Stock would be outstanding.
PROPOSAL ONE
PROPOSAL TO AMEND THE CORPORATION'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 3,000,000 SHARES TO 20,000,000 SHARES
The Board of Directors has approved an amendment to
Article 4 of the Articles of Incorporation which, if adopted,
would increase the number of authorized shares of the
Corporation's Common Stock from 3,000,000 shares to 20,000,000
shares. The Board of Directors recommends that shareholders
approve this amendment.
At May 15, 1997, there were 2,078,673 shares of the
Corporation's Common Stock issued and outstanding. Of the
remaining 921,327 shares of authorized Common Stock on such date,
approximately 352,889 shares are reserved for issuance under the
Corporation's dividend reinvestment and stock purchase plan and
various employee benefit plans, leaving less than 568,438 shares
of Common Stock available for issuance.
Proposal One is being presented to shareholders for
consideration because the Board of Directors believes that it is
advisable to have a greater number of authorized but unissued
shares of Common Stock available for various corporate programs
and purposes. The Corporation may from time to time consider
acquisitions, stock dividends or stock splits, and public or
private financings to provide the Corporation with capital, which
may involve the issuance of additional shares of Common Stock or
securities convertible into Common Stock. Also, additional
shares of Common Stock may be necessary to meet anticipated
future obligations under the Corporation's dividend reinvestment
and stock purchase plan and under the Corporation's employee
benefit plans.
The Corporation presently plans to offer and sell up to
1,150,000 shares of Common Stock in a public offering (the
"Public Offering"), which amount may be increased or decreased by
the Board of Directors in its discretion. The Public Offering is
expected to be completed in the second or third quarter of 1997.
The number of shares and the per share price of the Common Stock
to be sold in the Public Offering will depend on the market price
of the Corporation's outstanding shares of Common Stock prior to
the completion of the Public Offering. The Corporation expects
to engage an underwriter on a firm commitment basis to assist the
Corporation with the Public Offering. As of the date hereof, the
Corporation has not entered into a definitive agreement with an
underwriter.
If Proposal One is approved, the Board of Directors will not
solicit shareholder approval to issue additional authorized
shares of Common Stock, except to the extent that such approval
may be required by law or the rules of the National Association
of Securities Dealers, Inc., and such shares may be issued for
such consideration, cash or otherwise, at such times and in such
amounts as the Board of Directors may determine.
Although the Board of Directors presently intends to employ
the additional shares of Common Stock solely for the purposes set
forth above, such shares could be used by the Board of Directors
to dilute the stock ownership of persons seeking to obtain
control of the Corporation, thereby possibly discouraging or
deterring a nonnegotiated attempt to obtain control of the
Corporation and making removal of incumbent management more
difficult. The proposal, however, is not a result of, nor does
the Board of Directors have knowledge of, any effort to
accumulate capital stock of the Corporation or to obtain control
of the Corporation by means of a merger, tender offer,
solicitation in opposition to the Board of Directors or
otherwise.
The amendment of the Articles of Incorporation to increase
the number of authorized shares of Common Stock from 3,000,000
shares to 20,000,000 shares will consist of a revision of
Article 4 of the Articles of Incorporation to provide as follows:
"4. The aggregate number of shares of capital
stock which the Corporation shall have authority to
issue is twenty million (20,000,000) shares of Common
Stock, par value $2.50 per share."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS
AMENDMENT. The affirmative vote of a majority of all votes cast
at the Meeting is required to approve this amendment.
Abstentions and broker non-votes will not constitute or be
counted as "votes" cast for purposes of the Meeting. All proxies
will be voted "FOR" approval of the amendment unless a
shareholder specifies to the contrary on such shareholder's proxy
card.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the Securities and Exchange
Commission, wishes to submit a proposal for inclusion in the
Corporation's Proxy Statement for its 1998 Annual Meeting of
Shareholders must deliver such proposal in writing to the
President of BCB Financial Services Corporation at its principal
executive offices in Reading, Pennsylvania, no later than
November 14, 1997.
OTHER MATTERS
The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in
the Notice of Meeting of Shareholders, but if any matters are
properly presented, it is the intention of the persons named in
the accompanying Proxy to vote on such matters in accordance with
their best judgement.
<PAGE>
PROXY CARD
BCB FINANCIAL SERVICES CORPORATION
SPECIAL MEETING OF SHAREHOLDERS - JUNE 11, 1997
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Special Meeting June 11, 1997
The undersigned hereby appoints the full Board of Directors,
with full powers of substitution, to act as attorneys and proxies
for the undersigned to vote all shares of Common Stock of the
Corporation which the undersigned is entitled to vote at a
Special Meeting of Shareholders ("Meeting") to be held at Berks
County Bank, Shillington office, K-Mart Shopping Plaza, 12
Parkside Avenue, Shillington, Pennsylvania, at 3:00 p.m. (local
time) on Wednesday, June 11, 1997. The official proxy committee
is authorized to cast all votes to which the undersigned is
entitled as indicated above.
The proxies are instructed to vote as follows:
1. Amendment to articles of incorporation to increase
authorized common stock.
For Against Abstain
[ ] [ ] [ ]
Check Box if You Plan to Attend Meeting
The Board of Directors recommends a vote "FOR" the listed
proposal.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE LISTED PROPOSAL.
IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY
WILL BE VOTED BY THE ABOVE-NAMED PROXIES AT THE DIRECTION OF A
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE
BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT
THE MEETING.
Please be sure to sign and date Date___________________
this Proxy in the box below.
_______________________________ _____________________________
Stockholder sign above Co-holder (if any) sign above
<PAGE>
BCB FINANCIAL SERVICES CORPORATION
Should the above signed be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Corporation at the Meeting of the
shareholder's decision to terminate this proxy, then the power of
said attorneys and proxies shall be deemed terminated and of no
further force and effect. This proxy may also be revoked by
sending written notice to the Secretary of the Corporation at the
address set forth on the Notice of Special Meeting of
Shareholders, or by the filing of a later proxy statement prior
to a vote being taken on a particular proposal at the Meeting.
The above signed acknowledges receipt from the Corporation
prior to the execution of this proxy of a Notice of the Special
Meeting and a proxy statement dated May 19, 1997.
Please sign exactly as your name appears on this card. When
signing as attorney, executor, administrator, trustee or
guardian, please give your full title, if shares are held
jointly, each holder must sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
