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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) -- MAY 29, 1998
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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
On May 29, 1998, BYL Bancorp ("BYL") completed the acquisition of DNB
Financial ("DNBF"), Riverside, California in which DNBF was merged with and into
the BYL. In addition, also on May 29, 1998, Bank of Yorba Linda ("BOYL"), the
BYL's wholly-owned subsidiary, completed the acquisition of De Anza National
Bank ("DANB"), Riverside, California, in which DANB was merged with and into
BOYL. Attached as an exhibit to this report is a copy of the press release that
was issued by BYL on May 29, 1998 generally describing the transaction.
The mergers as described above were effected pursuant to an Agreement and
Plan of Reorganization, dated as of January 29, 1998 (as the same may be
amended, the "Agreement"), by and between BYL, DNBF, BOYL and DANB. The
Agreement provides, among other things, that each issued and outstanding share
of common stock, no par value, of DNBF ("DNBF Common Stock") (other than shares
which have not been voted in favor of the approval of the principal terms of the
Merger and with respect to which dissenters' rights have been perfected in
accordance with the California General Corporation Law) will be converted into
the right to receive shares of common stock, no par value, of BYL ("BYL Common
Stock") on, and subject to, the terms and conditions contained in the Agreement.
A copy of the Agreement is included in the Joint Proxy Statement/Prospectus as
Appendix C. The Joint Proxy Statement/Prospectus is included as part of the
Registration Statement on Form S-4 that was declared effective by the Securities
and Exchange Commission on April 16, 1998.
As part of the transaction, Messrs. Henry Cox, Eddie Fischer and Neil
Hatcher were appointed to the Board of Directors of BYL and BOYL effective May
29, 1998
BYL and DNBF have received all necessary regulatory and shareholder
approvals in order to consummate the transaction. As a result of the
calculations required by the Agreement, each share of DNBF common stock will be
converted into the right to receive 4.1162 shares of BYL Common Stock, resulting
in the issuance of approximately 956,699 shares of BYL Common Stock to the
shareholders of DNBF.
The acquisition of DNBF by BYL increased the total assets of BYL and its
subsidiaries to approximately $270 million and total shareholders' equity to
approximately $23 million as of the consummation of the mergers.
ITEM 5. OTHER EVENTS.
BOYL is in the process of changing its name to BYL Bank Group, which is
expected to be effective on June 3, 1998. In addition, BOYL will continue to
use "Bank of Yorba Linda, a division of BYL Bank Group" for certain purposes,
such as for the SBA and mortgage loan divisions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impractical for BYL to
prepare the
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required financial statements for DNBF at this time, and BYL will file the
required financial statements as soon as practical, but not later than 60 days
after the report on this Form 8-K has been filed. The required financial
statements will be attached as an amendment to this Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION. The pro forma financial information that
will be required pursuant to Article 11 of Regulation SX in intended to be filed
within the next 60 days.
(c) EXHIBITS.
(1) Agreement and Plan of Reorganization (previously filed as Appendix C to
the Registration Statement on Form S-4, file number 333-47013
(2) Agreement of Merger between BYL and DNBF as filed with the California
Secretary of State
(4) Press Release of May 29, 1998
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BYL BANCORP
Dated: May 29, 1998 By: /s/ Robert Ucciferri
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Robert Ucciferri
President and Chief Executive Officer
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AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER is made and entered into as of this 22nd day
of May, 1998, by and between BYL Bancorp ("BYL"), a California corporation, and
DNB Financial ("DNBF"), a California corporation, with reference to the
following facts:
RECITALS
1. BYL is a California corporation duly organized, validly existing
and in good standing under the laws of the State of California, with authorized
capital of 50,000,000 shares of no par value common stock of which, on the date
hereof, there are 1,569,595 shares issued and outstanding, and 25,000,000 shares
of Preferred Stock, none of which is outstanding ("BYL Stock").
2. DNBF is a California corporation duly organized, validly existing
and in good standing under the laws of the State of California, with authorized
capital of 10,000,000 shares of no par value common stock, of which, on the date
hereof, there are 232,423 shares issued and outstanding ("DNBF Stock").
3. The respective Boards of Directors of BYL and DNBF deem it
desirable and in the best interest of their respective corporations and
stockholders that DNBF be merged (the "Merger") with and into BYL as provided in
this Agreement of Merger pursuant to the laws of the State of California and
that BYL be the surviving corporation ("Surviving Corporation").
4. In connection with the Merger, BYL and DNBF, and their respective
wholly-owned banking subsidiaries, have entered into an Agreement and Plan of
Reorganization, dated as of January 29, 1998, as amended (the "Reorganization
Agreement").
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth and for the purpose of prescribing the
terms and conditions of such Merger, the parties hereto agree as follows:
ARTICLE I
THE MERGER
Upon consummation of the Merger at the Effective Time (as defined in
Article IX hereof), DNBF shall be merged with and into BYL which shall thereupon
be the Surviving Corporation, and the separate corporate existence of DNBF shall
cease.
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ARTICLE II
NAME
The name of the Surviving Corporation shall remain "BYL Bancorp."
ARTICLE III
ARTICLES OF INCORPORATION
The Articles of Incorporation of BYL as in effect immediately prior to
the Effective Time shall, at and after the Effective Time, continue to be the
Articles of Incorporation of the Surviving Corporation.
ARTICLE IV
BYLAWS
The Bylaws of BYL as in effect immediately prior to the Effective Time
shall, at and after the Effective Time, continue to be the Bylaws of the
Surviving Corporation.
ARTICLE V
DIRECTORS
The Board of Directors and officers of BYL at the Effective Time shall
serve as the Board of Directors and officers of the Surviving Corporation until
such time as their successors have been elected and qualified as provided for by
the Bylaws of BYL.
ARTICLE VI
RIGHTS AND DUTIES OF SURVIVING CORPORATION
At and after the Effective Time, all rights, privileges, powers and
franchises and property and assets of every kind and description of BYL and DNBF
shall be vested in and be held and enjoyed by the Surviving Corporation, without
further act or deed, and all the estates and interests of every kind of BYL and
DNBF, including all debts due to either of them, shall be as effectively the
property of the Surviving Corporation as they were of BYL and DNBF, and the
title to any real estate vested by deed or otherwise in either BYL or DNBF shall
not revert or be in any way impaired by reason of the Merger; and all rights of
creditors and liens upon any property of BYL and DNBF shall be preserved
unimpaired and all debts, liabilities and duties of BYL and DNBF shall be debts,
liabilities and duties of the Surviving Corporation and may be enforced against
it to the same extent as if said debts, liabilities and duties had been incurred
or contracted by it.
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ARTICLE VII
CONVERSION OF SHARES
In and by virtue of the Merger and at the Effective Time, pursuant to
this Agreement of Merger, the shares of BYL Stock and DNBF Stock outstanding at
the Effective Time shall be converted as follows:
(a) EFFECT ON DNBF STOCK. Each share of DNBF Common Stock issued and
outstanding immediately prior to the Effective Time shall, on and after the
Effective Time, be automatically cancelled and cease to be an issued and
outstanding share of DNBF Stock and shall be converted into the right to
converted into the right to receive 4.1162 shares of common stock of BYL Stock.
No fractional shares of BYL Stock shall be issued in the Merger. BYL will pay
or cause to be paid cash in lieu of fractional shares of BYL Stock in an amount
proportionate to the fair value of a whole share as determined by the board of
directors of BYL which would otherwise be issuable as provided above.
(b) EFFECT ON BYL STOCK. Each share of BYL Stock issued and outstanding
immediately prior to the Effective Time, except for shares as to which
dissenters' rights are perfected pursuant to Section 1300 ET SEQ. of the
California Corporations Code ("Perfected Dissenting Shares") shall for all
purposes be deemed to represent, one share of common stock of the Surviving
Corporation.
ARTICLE VIII
FURTHER ACTION
The parties hereto shall execute and deliver, or cause to be executed
and delivered, all such deeds and other instruments, and will take or cause to
be taken all further or other action as they may deem necessary or desirable, in
order to vest in and confirm to the Surviving Corporation title to and
possession of all of DNBF's and BYL's property, rights, privileges, powers and
franchises hereunder, and otherwise to carry out the intent and purposes of this
Agreement of Merger.
ARTICLE IX
EFFECTIVE TIME
The Merger will become effective upon the filing of a copy of this
Agreement of Merger and all other requisite accompanying certificates in the
office of the Secretary of State of the State of California. The date and time
of such filing with the Secretary of State of the State of California is
referred to herein as the "Effective Time".
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ARTICLE X
SUCCESSORS AND ASSIGNS
This Agreement of Merger shall be binding upon and enforceable by the
parties hereto and their respective successors, assigns and transferees, but
this Agreement of Merger may not be assigned by either party without the
written consent of the other.
ARTICLE XI
GOVERNING LAW
This Agreement of Merger has been executed in the State of California,
and the laws of the State of California shall govern the validity and
interpretation hereof and the performance by the parties hereto.
ARTICLE XII
TERMINATION
This Agreement of Merger may, by the mutual consent and action of the
Boards of Directors of DNBF and BYL, be abandoned at any time before or after
approval thereof by the shareholders of BYL and DNBF, but not later than the
filing of this Agreement of Merger with the Secretary of State of the State of
California.
ARTICLE XIII
SATISFACTION OF OBLIGATIONS AND CONDITIONS
(a) The obligations of DNBF to proceed with the Closing are subject
to the satisfaction at or prior to the Closing of all of the conditions to the
obligations of BYL and Bank of Yorba Linda under the Reorganization Agreement,
any one or more of which, to the extent it is or they are waivable, may be
waived, in whole or in part, by DNBF.
(b) The obligations of BYL to proceed with the Closing are subject to
the satisfaction at or prior to the Closing of all of the conditions to the
obligations of DNBF and De Anza National Bank under the Reorganization
Agreement, any one or more of which, to the extent it is or they are waivable,
may be waived, in whole or in party, by BYL.
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IN WITNESS WHEREOF, DNBF and BYL, pursuant to the approval and
authority duly given by resolution of their respective Board of Directors, have
caused this Agreement of Merger to be signed by their respective officers on the
day and year first above written.
DNB FINANCIAL
By: /s/ Neil F. Hatcher
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Neil F. Hatcher, President
By: /s/ John L. West
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John L. West, Secretary
BYL BANCORP
By: /s/ H. Rhoads Martin, Jr.
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H. Rhoads Martin, Jr.
Chairman of the Board
By: /s/ John F. Myers
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John F. Myers, Secretary
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OFFICERS' CERTIFICATE
Neil F. Hatcher and James L. West certify that:
1. They are the President and the Secretary, respectively, of DNB
Financial, a California corporation ("DNBF") organized under the laws of the
State of California.
2. DNBF has one class of Common Stock outstanding, and the total number
of shares of DNBF Common Stock outstanding is 232,423.
3. The principal terms of the Agreement of Merger in the form attached
was duly approved by DNBF by the vote of a number of shares of the Common Stock
which equaled or exceeded the vote required.
4. The percentage vote required of the class of DNBF Common Stock is more
than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated this 22nd day of May, 1998.
/s/ Neil F. Hatcher
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Neil F. Hatcher, President
/s/ John L. West
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John W. West, Secretary
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OFFICERS' CERTIFICATE
H. Rhoads Martin, Jr. and John F. Myers:
1. They are the Chairman of the Board and the Secretary, respectively, of
BYL Bancorp, a California corporation ("BYL") organized under the laws of the
State of California.
2. BYL has only one class of stock outstanding, which is Common Stock,
and the total number of shares of BYL Common Stock outstanding is 1,569,595.
3. The principal terms of the Agreement of Merger in the form attached
was duly approved by BYL by the vote of a number of shares of the Common Stock
which equaled or exceeded the vote required.
4. The percentage vote required of the class of BYL Common Stock is more
than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Dated this 22nd day of May, 1998.
/s/ H. Rhoads Martin, Jr.
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H. Rhoads Martin, Jr.,
Chairman of the Board
/s/ John F. Myers
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John F. Myers, Secretary
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FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION
PLEASE CONTACT:
May 29, 1998 ROBERT UCCIFERRI, PRESIDENT
AND CHIEF EXECUTIVE OFFICER, OR
BARRY MOORE, EXECUTIVE VP
AND CHIEF FINANCIAL OFFICER
(714) 996-1800
PRESS RELEASE
BYL BANCORP ANNOUNCES THE
COMPLETION OF THE ACQUISITION OF THE DNB FINANCIAL AND
CHANGE IN NAME OF OPERATING SUBSIDIARY TO BYL BANK GROUP
Yorba Linda, CA. - BYL Bancorp ("BYL") (NASDAQ NMS: BOYL), parent company of
the Bank of Yorba Linda and DNB Financial ("DNB"), the parent company of De
Anza National Bank, announced today the completion of the acquisition of DNB
by BYL. Under the terms of the acquisition, DNB will be merged with and into
BYL, and De Anza National Bank will be merged with the Bank of Yorba Linda.
The transaction will be accounted for as a pooling of interests through a
tax-free exchange of BYL shares of common stock for all outstanding shares of
DNB common stock.
Under the final terms of the merger, each share of DNB common stock will be
exchanged for 4.1162 shares of BYL common stock resulting in the issuance of
approximately 956,699 shares of BYL common stock to the shareholders of DNB.
Based upon the BYL closing price on May 28, 1998 of $22.00 per share, the
transaction has an aggregate value of $21,047,390.
Additionally, effective June 3, 1998, the name of the Bank of Yorba Linda
will be changed to BYL Bank Group and both the Mortgage and SBA Divisions of
the Bank will operate under the name of the Bank of Yorba Linda, a division
of BYL Bank Group.
Robert Ucciferri, President and Chief Executive Officer of BYL, stated "The
combination with DNB significantly enhances and expands our Bank's franchise
from its existing Orange County base into the contiguous Riverside County
market. With the former De Anza organization, we are now a $270 million total
asset bank with $23,137,000 in equity capital, 8 full-service banking
centers, two divisional loan origination offices and mortgage loan
origination offices in the states of Utah and Washington. With the issuance
of new BYL shares in the acquisition, we will have over 2.5 million shares
outstanding resulting in a total market capitalization of more than $55
million. This represents a dramatic change from less than two years ago when
we were a two branch, $55 million total asset bank whose 346,000 shares of
infrequently-traded stock represented a total market capitalization of only
about $2 million. Today, we are a highly-profitable, well capitalized
institution with a liquid stock and a substantial total market
capitalization. Additionally, we have a significant community banking
franchise in attractive, growing markets well positioned to take advantage of
the expanding Southern California economy."
Neil Hatcher, the former President and Chief Executive Officer of DNB, stated
"We are pleased to have become a part of the very successful BYL
organization. Our shareholders are looking forward
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PRESS RELEASE - May 29, 1998
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to being BYL shareholders and participating in the outstanding success which
BYL has posted for its shareholders. Additionally, the BYL Bank Group's
community orientation brings to our retail customers the top quality service
and products they expect and deserve."
BYL Bancorp is a California corporation headquartered in Yorba Linda,
California whose principal operating subsidiary is the BYL Bank Group. The
Bank Group's primary market area is Orange and Riverside Counties, California
in which it operates eight full-service banking centers and two divisional
loan origination offices. Additionally, the Bank Group has mortgage loan
origination offices in Utah and Washington state. The Bank Group specializes
in originating and selling nonconforming and conforming residential real
estate loans and Small Business Administration ("SBA") guaranteed loans. The
shares of common stock of BYL Bancorp trade on the NASDAQ National Market
System under the symbol "BOYL".
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