Sec Form 13D Filing - POESL KENNETH R filing for BCB BANCORP INC (BCBP) - 2004-03-24

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

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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STATEMENT PURSUANT TO RULE 13d-1

OF THE

GENERAL RULES AND REGULATIONS

UNDER THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed on March 11, 2004 (the "Schedule 13D") by Kenneth Poesl, a member of the Committee for Sound Corporate Governance (the "Committee") of BCB Bancorp, Inc. (the "Issuer").  Capitalized terms used by not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule 13D.

                As a result of the filing on March 22, 2004 by the Committee of an amendment to its Preliminary Proxy Statement filed on March 12, 2004 (as amended, the "Proxy Statement," file no. 000-50275), the Reporting Person amends his Schedule 13D as follows:

Item 4.  Purpose of Transaction

                The shares owned by Mr. Poesl were acquired for personal investment.

                Mr. Poesl belongs to the Committee, which includes eight current members of the Issuer's Board of Directors, including the former Chairman of the Board of Directors of the Issuer.  The members of the Committee believe that the other members of the Issuer's Board have failed to act in accordance with sound corporate governance principles.  Specifically, the Committee believes that at the direction of the other directors, the Board has acted arbitrarily regarding its consideration of important matters.

                This belief was instilled by reactions and responses to communications with the Issuer regarding a proposed business combination from another local financial institution.  Ten of the Issuer's directors, who are management nominees currently controlling the vote of the Board (the "Management Nominees"), including three current executive officers of the Issuer, were adamant in their refusal to consider a proposed business combination.  The other directors (the "Committee Nominees") believe that a full, formal consideration of the business combination proposal should have been undertaken by the Board in order to have a fully-informed basis to evaluate the Issuer's strategic direction.  The Committee Nominees believe such consideration is important not merely to find out what price might be obtained for the Issuer's shareholders as opposed to the value of remaining independent, but also to evaluate whether a combination with institution would more likely promote the future survival of a viable local institution, as well as an enhanced overall value for Issuer shareholders.

                In response to the actions of the Management Nominees, the Committee Nominees decided to form the Committee and to solicit the votes of other Issuer shareholders.  The aim of the Committee is to replace the existing Board of Directors of the Issuer with directors who recognize their obligation to act in the best interests of the Issuer's shareholders and to responsibly explore all strategic options available to the Issuer.  The Committee Nominees, upon election, intend to follow a policy of evaluating all viable strategic alternatives, including the pending proposal for a business combination to the extent that it may still constitute a viable offer at such time.  Any such evaluation would be undertaken with the advice of financial advisors and counsel, and no determinations have been made by the Committee Nominees regarding the pending proposal.  Except for their intention to implement this policy, the Committee Nominees do not have any specific plans for changes in the operations of the Issuer.

                Other than the foregoing, neither Mr. Poesl nor the Committ ee has any current plans or proposals of the type described in items (a) through (j) of Item 4.  Mr. Poesl reserves the right to take or not take any action he deems to be in his best interest or to change his intention as set forth in this Item 4.

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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.

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