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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) -- NOVEMBER 19, 1997
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BYL BANCORP
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(Exact name of registrant as specified in it charter)
CALIFORNIA 000-23257 33-0755794
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(Name or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
18206 IMPERIAL HIGHWAY, YORBA LINDA, CA 92886
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(Address of principal executive officer) (Zip Code)
(Registrants' telephone number, including area code) -- (714) 996-1800
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NA
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Following the receipt of all necessary regulatory and shareholder approvals,
on November 19, 1997, Bank of Yorba Linda, Yorba Linda, California (the
"Bank") completed the formation of its holding company to be known as BYL
Bancorp (the "Company") in which the Bank became a wholly-owned subsidiary of
the Company.
The Bank's shareholders had previously approved on October 29, 1997 the Plan
of Reorganization and Merger Agreement, entered into on May 2, 1997 by and
among the Bank, the Company and BYL Merger Corporation, providing for the
acquisition of the Bank by the Holding Company by means of a merger of BYL
Merger Corporation with and into the Bank. As a result of the completion of
the merger, the Bank's shareholders are now entitled to receive one share of
Company Common Stock in exchange for each share of Bank Common Stock.
Consequently, the level and makeup of the shareholders of the Company is the
same as the Bank that existed prior to the merger. As of November 19, 1997,
there were 1,546,530 shares of Bank Common Stock to be exchanged into shares
of Company Common Stock, and there was no dissenters rights or cash involved
in the merger. As a result of the merger, the surviving entity will continue
to be known as "Bank of Yorba Linda" and will continue the Bank's current
business and operations as a California state-chartered bank in essentially
the same manner as it was conducted prior to the merger.
Reference should be made to the Company's Registration Statement on Form S-4,
filed September 5, 1997 and automatically declared effective on September 25,
1997 for additional information.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The Company and BYL Merger Corporation were formed in April 1997 for the
purpose of assisting the Board of Directors in forming a holding company for
the Bank. The formation of the holding company for the Bank was completed on
November 19, 1997. Audited financial statements for the newly-formed Company
are not available for the year ended December 31, 1996. The Company intends
to file audited financial statements with the Commission as of December 31,
1997 in the Company's Annual Report on Form 10-KSB. The Company has filed
consolidated financial information in its initial Quarterly Report on Form
10-QSB as of September 30, 1997.
EXHIBITS.
(1) Agreement and Plan of Reorganization (previously filed as part of
Registration statement on Form S-4 dated September 5, 1997)
(2) Press Release of November 19, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
BYL BANCORP
Dated: November 19, 1997 By: /s/ Robert Ucciferri
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Robert Ucciferri
President and
Chief Executive Officer
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION
PLEASE CONTACT:
NOVEMBER 19, 1997 ROBERT UCCIFERRI, PRESIDENT
AND CHIEF EXECUTIVE OFFICER, OR
BARRY MOORE, SENIOR EVP
AND CHIEF FINANCIAL OFFICER
(714) 996-1800
PRESS RELEASE
BANK OF YORBA LINDA ANNOUNCES COMPLETION OF FORMATION OF
BANK HOLDING COMPANY
Yorba Linda, CA - Bank of Yorba Linda announced that on November 19, 1997,
the Bank completed the formation of its bank holding company, BYL Bancorp. As
a result of this action, Bank of Yorba Linda has become a wholly-owned
subsidiary of the newly formed holding company. Shares of the Bank have
automatically become shares of BYL Bancorp and will continue to trade on the
NASDAQ National Market under the symbol "BOYL." The new shares of BYL Bancorp
will have the same value as the shares of the Bank immediately prior to the
formation of BYL Bancorp, and the holding company formation will result in no
recognition of gain or loss for federal income tax purposes for shareholders
of the Bank. Additionally, there are no changes in the Bank's directors,
officers, business or operations as a result of the formation of the holding
company.
Robert Ucciferri, President and Chief Executive Officer of the Bank and BYL
Bancorp, stated "the formation of our holding company is an important and
essential step in the development of the Bank in light of the dramatic
competitive changes which are taking place in our banking environment. The
holding company will give us a substantially broader range of options for
accessing capital, possible expansion of the branch system and financial
services and the structuring of potential acquisitions of other institutions."
The Bank of Yorba Linda is a California state-chartered bank headquartered in
Yorba Linda, California with total assets of $157.2 million as of September
30, 1997. The Bank's primary market area is Orange County, California in
which it operates five full-service banking centers and two divisional loan
origination offices. Additionally, the Bank has mortgage loan origination
offices in Utah and Washington state. The Bank specializes in originating
and selling non-conforming and conforming residential real estate loans and
Small Business Administration ("SBA") guaranteed loans. The Bank is the
recipient of the prestigious Bauer Financial Reports five star rating for
1996, the highest financial performance ranking given to banking institutions
by this nationally recognized financial institution rating service.
