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Item
1.
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Security
and Issuer
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The
initial Schedule 13D, dated August 5, 2008, was filed with the Securities and
Exchange Commission on August 13, 2008 (the “Initial Schedule
13D”). This Amendment No. 1 to the Initial Schedule 13D (this
“Amended Schedule 13D”) relates to the common stock, $0.01 par value (“Common
Stock”), of BCSB Bancorp, Inc. (the “Company” or “BCSB Bancorp”). The
address of the principal executive offices of the Company is 4111 E. Joppa Road,
Baltimore, Maryland 21236.
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Item
2.
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Identity
and Background
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This
Amended Schedule 13D is being filed jointly by the parties identified
below. All of the filers of this Amended Schedule 13D are
collectively the “PL Capital Group.” The joint filing agreement of
the members of the PL Capital Group is attached as Exhibit 1 to the Initial
Schedule 13D.
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Financial
Edge Fund, L.P., a Delaware limited partnership (“Financial Edge
Fund”)
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Financial
Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge
Strategic”)
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PL
Capital, LLC, a Delaware limited liability company and General Partner of
Financial Edge Fund and Financial Edge Strategic (“PL
Capital”)
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PL
Capital Advisors, LLC, a Delaware limited liability company and Investment
Advisor to Financial Edge Fund, Financial Edge Strategic and Goodbody/PL
Capital, L.P. (“PL Capital
Advisors”)
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Goodbody/PL
Capital, L.P., a Delaware limited partnership (“Goodbody/PL
LP”)
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Goodbody/PL
Capital, LLC, a Delaware limited liability company and General Partner of
Goodbody/PL LP (“Goodbody/PL LLC”)
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John
W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL
Capital Advisors and Goodbody/PL LLC, and Mr. Lashley as an
individual
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(a)-(c)
This statement is filed by Mr. John Palmer and Mr. Richard Lashley, with respect
to the shares of Common Stock beneficially owned by them, as
follows:
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(1)
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shares
of Common Stock held in the name of Financial Edge Fund and Financial Edge
Strategic, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members
of PL Capital, the General Partner of Financial Edge Fund and Financial
Edge Strategic;
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(2)
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shares
of Common Stock held in the name of Financial Edge Fund, Financial Edge
Strategic and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity
as Managing Members of PL Capital Advisors, the Investment Advisor to
Financial Edge Fund, Financial Edge Strategic and Goodbody/PL
LP;
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(3)
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shares
of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and
Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General
Partner of Goodbody/PL LP; and
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(4)
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shares
of Common Stock held by Mr. Lashley, as an
individual.
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The
business address of Financial Edge Fund, Financial Edge Strategic, PL Capital,
PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley
is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville,
Illinois 60540. Each of Financial Edge Fund, Financial Edge
Strategic, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC
are engaged in various interests, including investments.
The
principal employment of Messrs. Palmer and Lashley is investment management with
each of PL Capital, PL Capital Advisors and Goodbody/PL LLC, whose principal
business is investments.
(d) During
the past five years, no member of the PL Capital Group has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the past five years, no member of the PL Capital Group 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 finding any violation
with respect to such laws.
(f) All
of the individuals who are members of the PL Capital Group are citizens of the
United States.
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Item
3.
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Source
and Amount of Funds or Other
Consideration
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In
aggregate, the PL Capital Group owns 311,724 shares of Common Stock of the
Company acquired at an aggregate cost of $4,168,824.
The
amount of funds expended by Financial Edge Fund to acquire the 164,771 shares of
Common Stock it holds in its name is $2,173,193. Such funds were
provided from Financial Edge Fund’s available capital and from time to time by
margin loans provided by BN Paribas Prime Brokerage, Inc. (“BNP
Paribas”).
The
amount of funds expended by Financial Edge Strategic to acquire the 67,491
shares of Common Stock it holds in its name is $918,492. Such funds
were provided from Financial Edge Strategic’s available capital and from time to
time by margin loans provided by BNP Paribas.
The
amount of funds expended by Goodbody/PL LP to acquire the 79,410 shares of
Common Stock it holds in its name is $1,076,229. Such funds were
provided from Goodbody/PL LP’s available capital and from time to time by margin
loans provided by BNP Paribas.
The
amount of funds expended by Mr. Lashley to acquire the 52 shares of Common Stock
he holds in his name is $910. Such funds were provided from Mr.
Lashley’s personal funds.
Any
purchases of Common Stock made by members of the PL Capital Group using funds
borrowed from BNP Paribas, if any, were made in margin transactions on those
firms’ usual terms and conditions. All or part of the shares of
Common Stock owned by members of the PL Capital Group may from time to time be
pledged with one or more banking institutions or brokerage firms as collateral
for loans made by such entities to members of the PL Capital
Group. Such loans, if any, generally bear interest at a rate based
upon the federal funds rate plus a margin. Such indebtedness, if any,
may be refinanced with other banks or broker-dealers. As of the date
of this filing no member of the PL Capital Group has margin loans outstanding
secured by Common Stock.
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Item
4.
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Purpose
of Transaction
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The PL
Capital Group acquired shares of Common Stock because it believes that the
Common Stock is undervalued. The PL Capital Group’s intent is to
influence the policies of BCSB Bancorp and assert PL Capital Group’s stockholder
rights, with a goal of maximizing the value of the Common Stock.
On March
20, 2009, the PL Capital Group entered into a Standstill Agreement (the
“Agreement”) with BCSB Bancorp. Pursuant to the Agreement, BCSB
Bancorp has amended its bylaws to remove a local residency requirement for
directors. BCSB Bancorp made an additional commitment with respect to
a proposed equity incentive plan that will be submitted to stockholders at the
2009 annual meeting. Specifically, as long as the PL Capital Group
remains a 5% or greater beneficial owner of the Common Stock, any options to
acquire the Common Stock granted under the proposed equity incentive plan will
be granted at an exercise price equal to the greater of (1) $10.00 per share, or
(2) the fair market value of a share of the Common Stock on the date of
grant.
Pursuant
to the Agreement, the PL Capital Group agreed to withdraw its December 10, 2008
stockholder proposal, that would have been submitted to stockholders at the 2009
annual meeting, that the Company’s Board of Directors take the steps necessary
to amend the bylaws to eliminate the local residency requirement for
directors. In addition, the PL Capital Group agreed to support BCSB
Bancorp’s nominees for election and to vote as recommended by the Company’s
Board of Directors with respect to other future stockholder proposals at the
2009 and 2010 annual meetings of stockholders, to vote for the approval of the
proposed equity incentive plan at the 2009 annual meeting, and to refrain from
taking the following actions, among others, without the approval of the
Company’s Board of Directors through September 30, 2010:
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acquiring
or selling securities of BCSB Bancorp, provided that (1) the PL Capital
Group may sell the Common Stock subject to a Company right of first
refusal and (2) the PL Capital Group may acquire securities of BCSB
Bancorp immediately following the 2009 annual meeting of stockholders (as
long as the PL Capital Group does not acquire more than 9.9% of any class
of voting securities of BCSB
Bancorp);
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making,
or participating directly or indirectly in, a solicitation of proxies, or
seeking to advise or influence in any manner any person with respect to
the voting of any voting securities of BCSB
Bancorp;
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acquiring
or offering to acquire or agreeing to acquire (1) any of the assets of
BCSB Bancorp or (2) direct or indirect rights, warrants or options to
acquire any assets of BCSB Bancorp;
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arranging
or participating, directly or indirectly, in any financing (except for
margin loan financing for shares presently beneficially owned) for the
purchase of any securities of BCSB Bancorp;
and
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acting
or seeking to offer to BCSB Bancorp or any of its stockholders any
business combination, restructuring, recapitalization or similar
transaction to or with BCSB Bancorp or otherwise seeking to control or
change the management, Board of Directors or policies of BCSB Bancorp, or
proposing any matter to be voted upon by the stockholders of BCSB
Bancorp.
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Subject
to the Agreement, members of the PL Capital Group may make further purchases of
shares of Common Stock although it has no present intention of increasing its
ownership above 9.99%. Subject to the Agreement, members of the PL
Capital Group may dispose of any or all the shares of Common Stock held by them
at any time.
To the
extent the actions described herein may be deemed to constitute a “control
purpose” with respect to the Securities Exchange Act of 1934, as amended, and
the regulations thereunder, the PL Capital Group has such a
purpose. Except as noted in this Schedule 13D, no member of the PL
Capital Group has any plans or proposals, which relate to, or would result in,
any of the matters referred to in paragraphs (b) through (j), inclusive of Item
(4) of Schedule 13D. Such individuals may, at any time and from time
to time, review or reconsider their positions and formulate plans or proposals
with respect thereto.
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Item
5.
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Interest
in Securities of the Company
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The
percentages used in this Schedule 13D are calculated based upon 3,121,076
outstanding shares of Common Stock. This is the number of shares of
Common Stock that BCSB Bancorp reported as outstanding as of January 21, 2009 in
its most recent Form 10-Q/A, which was filed with Securities and Exchange
Commission on February 13, 2009. The PL Capital Group’s transactions
in the Common Stock within the past 60 days of the date of this filing are as
follows:
(a)-(b) See
cover page.
(c) Financial
Edge Fund made no purchases or sales of Common Stock within the past 60 days of
the date of this filing.
(d) Because
Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general
partner of Financial Edge Fund, they have the power to direct the affairs of
Financial Edge Fund, including the voting and disposition of shares of Common
Stock held in the name of Financial Edge Fund. Therefore, Mr. Palmer
and Mr. Lashley are deemed to share voting and dispositive power with Financial
Edge Fund with regard to those shares of Common Stock.
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(B)
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Financial
Edge Strategic
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(a)-(b) See
cover page.
(c) Financial
Edge Strategic made no purchases or sales of Common Stock within the past 60
days of the date of this filing.
(d) Because
Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general
partner of Financial Edge Strategic, they have the power to direct the affairs
of Financial Edge Strategic, including the voting and disposition of shares of
Common Stock held in the name of Financial Edge Strategic. Therefore,
Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with
Financial Edge Strategic with regard to those shares of Common
Stock.
(a)-(b) See
cover page.
(c) Goodbody/PL
LP made no purchases or sales of Common Stock within the past 60 days of the
date of this filing.
(d) Goodbody/PL
LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and
Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to
direct the affairs of Goodbody/PL LP, including the voting and disposition of
shares of Common Stock held in the name of Goodbody/PL LP. Therefore,
Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting
and dispositive power with regard to the shares of Common Stock held by
Goodbody/PL LP.
(a)-(b) See
cover page.
(c) PL
Capital has made no purchases or sales of Common Stock directly.
(d) PL
Capital is the general partner of Financial Edge Fund and Financial Edge
Strategic. Because Mr. Palmer and Mr. Lashley are the Managing
Members of PL Capital, they have the power to direct the affairs of PL
Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer
and Mr. Lashley voting and dispositive power with regard to the shares of Common
Stock held by Financial Edge Fund and Financial Edge Strategic.
(a)-(b) See
cover page.
(c) PL
Capital Advisors has made no purchases or sales of Common Stock
directly.
(d) PL
Capital Advisors is the Investment Advisor to Financial Edge Fund, Financial
Edge Strategic and Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley
are the Managing Members of PL Capital Advisors, they have the power to direct
the affairs of PL Capital Advisors. Therefore, PL Capital Advisors
may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive
power with regard to the shares of Common Stock held by Financial Edge Fund,
Financial Edge Strategic and Goodbody/PL LP.
(a)-(b) See
cover page.
(c) Goodbody/PL
LLC has made no purchases or sales of Common Stock directly.
(d) Goodbody/PL
LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and
Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to
direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may
be deemed to share with Messrs. Palmer and Lashley voting and dispositive power
with regard to the shares of Common Stock held by Goodbody/PL LP.
(a)-(b) See
cover page.
(c) Mr.
Palmer made no purchases or sales of Common Stock within the past 60 days of the
date of this filing.
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(H)
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Mr.
Richard J. Lashley
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(a)-(b) See
cover page.
(c) Mr.
Lashley made no purchases or sales of Common Stock within the past 60 days of
the date of this filing.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Company
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With
respect to Financial Edge Fund and Financial Edge Strategic: PL
Capital and/or PL Capital Advisors are entitled to (1) an allocation
of a portion of profits, if any, and (2) a management fee based upon a
percentage of total capital. With respect to Goodbody/PL
LP: Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an
allocation of a portion of profits, if any, and (2) a management fee based upon
a percentage of total capital.
Other
than the foregoing agreements and the Joint Filing Agreement filed as Exhibit 1
to the Initial Schedule 13D, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 hereof and
between such persons and any person with respect to any securities of the
Company.
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Item
7.
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Material
to be Filed as Exhibits
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Exhibit
No.
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Description
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1
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Joint
Filing Agreement.*
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2
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Standstill
Agreement, dated March 20, 2009.
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_______
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* Filed
previously.