<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ....................................
Commission file number: 000-23257
BYL BANCORP
CALIFORNIA NO. 33-0755794
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
1875 North Tustin Avenue, Orange, California 92865
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 685-1317
18206 Imperial Highway, Yorba Linda, California 92686
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(c) of the Securities Exchange Act of
1934 during the preceding 12 months (of shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
On November 10, 1998, there were 2,531,302 shares of BYL Bancorp Common Stock
outstanding.
1
<PAGE>
BYL BANCORP AND SUBSIDIARY
SEPTEMBER 30, 1998
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
PAGE
----
<S> <C>
Item 1 - Financial Statements
Consolidated Condensed Balance Sheet at September 30, 1998 and
December 31, 1997........................................... 3
Consolidated Condensed Statement of Income for the three and nine
months ended September 30, 1998 and 1997.................... 4
Consolidated Condensed Statement of Changes in Shareholders'
Equity from January 1, 1996 through September 30, 1998...... 5
Consolidated Condensed Statement of Cash Flows for the nine
months ended September 30, 1998 and 1997.................... 6
Notes to Consolidated Financial Statements....................... 7
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 7 - 11
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings........................................... 12
Item 2 - Changes in Securities....................................... 12
Item 3 - Defaults upon Senior Securities............................. 12
Item 4 - Submission of Matters to a Vote of Security Holders......... 12
Item 5 - Other Information........................................... 12
Item 6 - Exhibits and Reports on Form 8-K............................ 12
</TABLE>
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
BYL BANCORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997*
------------- ------------
<S> <C> <C>
Cash and Due From Bank $ 17,952 $ 11,894
Federal Funds Sold 18,100 -
Interest-Bearing Deposits 972 3,419
Investment Securities 12,669 23,365
Loans Held For Sale 55,384 47,150
Loans 162,838 139,473
Allowance for Loan Losses (2,469) (1,923)
----------- ----------
NET LOANS 160,369 137,550
Premises and Equipment 5,606 5,205
Other Real Estate Owned 1,286 924
Goodwill 1,477 1,567
Accrued Interest and Other Assets 8,483 7,012
----------- ----------
$ 282,298 $ 238,086
----------- ----------
----------- ----------
Noninterest-Bearing Deposits $ 65,512 $ 56,143
Interest-Bearing Deposits 189,122 151,792
----------- ----------
TOTAL DEPOSITS 254,634 207,935
Borrowed Funds - 4,465
Accrued Interest and Other Liabilities 2,509 3,136
----------- ----------
TOTAL LIABILITIES 257,143 215,536
Common Shares 12,735 12,623
Retained Earnings 12,420 9,955
Unrealized Loss on Investments
Available-for-Sale - (28)
----------- ----------
TOTAL SHAREHOLDERS' EQUITY 25,155 22,550
----------- ----------
$ 282,298 $ 238,086
----------- ----------
----------- ----------
</TABLE>
* Restated on a historical basis to reflect the May 29, 1998 acquisition of
DNB Financial on a pooling-of-interests basis.
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
BYL BANCORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
--------------------------- -------------------------
1998 1997* 1998 1997*
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Interest Income $ 6,165 $ 5,127 $ 17,429 $ 13,829
Interest Expense 2,082 1,587 5,918 4,263
--------- --------- -------- --------
Net Interest Income 4,083 3,540 11,511 9,566
Provision for Loan Losses 240 203 780 398
--------- --------- -------- --------
Net Interest Income after
Provision for Loan Losses 3,843 3,337 10,731 9,168
Noninterest Income 6,056 4,071 16,384 10,335
Noninterest Expense 7,433 6,174 21,954 16,228
--------- --------- -------- --------
Income before Taxes 2,466 1,234 5,161 3,275
Income Taxes 1,083 501 2,354 1,325
--------- --------- -------- --------
Net Income $ 1,383 $ 733 $ 2,807 $ 1,950
--------- --------- -------- --------
--------- --------- -------- --------
Per Share Data:
Net Income - Basic $ .55 $ 0.31 $ 1.12 $ 0.81
--------- --------- -------- --------
--------- --------- -------- --------
Net Income - Diluted $ .52 $ 0.29 $ 1.05 $ 0.78
--------- --------- -------- --------
--------- --------- -------- --------
</TABLE>
* Restated on a historical basis to reflect the May 29, 1998 acquisition of
DNB Financial on a pooling-of-interests basis.
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
BYL BANCORP
UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Net
Unrealized
Appreciation
(Depreciation)
Common Shares on Available
Preferred -------------------------- Retained for-Sale
Stock Number Amount Earnings Securities Total
---------- --------- ------------ ----------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1996 $ 1,000 1,331,955 $ 4,219 $ 6,034 $ 20 $ 11,273
Net Income 1,916 1,916
Preferred Dividends (159) (159)
Dividends on Common (169) (169)
Options Exercised 4,120 23 23
Redemption of Preferred Stock (1,000) (20) (1,020)
Common Stock Retired (9,579) (55) (55)
Issuance of Common Stock
(Net of Related Costs) 1,073,333 7,759 7,759
Net Unrealized Depreciation
on Available-for Sale Securities (133) (133)
---------- --------- ----------- ----------- --------- ----------
Balance at December 31, 1996 - 2,399,829 11,946 7,602 (113) 19,435
Net Income 2,854 2,854
Exercise of Stock Option 104,166 683 683
Common Stock Retired (824) (6) (6)
Dividends on Common (501) (501)
Net Unrealized Appreciation
for Available-for-Sale Securities 85 85
---------- --------- ----------- ----------- --------- ----------
Balance at December 31, 1997 - 2,503,171 12,623 9,955 (28) 22,550
Net Income 2,807 2,807
Exercise of Stock Option 23,065 112 112
Dividends on Common (342) (342)
Net Unrealized Appreciation
for Available-for-Sale Securities 28 28
---------- --------- ----------- ----------- --------- ----------
Balance at September 30, 1998 $ - 2,526,236 $ 12,735 $ 12,420 $ - $ 25,155
---------- --------- ----------- ----------- --------- ----------
---------- --------- ----------- ----------- --------- ----------
</TABLE>
5
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ITEM 1. FINANCIAL STATEMENTS - CONTINUED
BYL BANCORP AND SUBSIDIARY
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
-----------------------------
1998 1997*
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 2,807 $ 1,950
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 960 721
Provision for Loan Losses 780 398
Net Change in Loans Held for Sale (8,234) (31,442)
Other Items - Net (1,986) 2,550
---------- ----------
NET CASH USED BY
OPERATING ACTIVITIES (5,673) (25,823)
INVESTING ACTIVITIES
Change in Interest-Bearing Deposits 2,447 (154)
Purchases of Investment Securities (7,571) (2,851)
Maturities of Investment Securities 18,295 2,645
Net Change in Loans (25,078) (12,913)
Purchase of Premises and Equipment (1,271) (1,658)
Other Items - Net 1,005 574
---------- ----------
NET CASH USED
BY INVESTING ACTIVITIES (12,173) (14,357)
FINANCING ACTIVITIES
Decrease in Borrowed Funds (4,465) (500)
Net Change in Deposits 46,699 40,548
Proceeds from Exercise of Options 112 74
Dividends (342) (374)
---------- ----------
NET CASH PROVIDED
BY FINANCING ACTIVITIES 42,004 39,748
---------- ----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 24,158 (432)
Cash and Cash Equivalents at Beginning of Period 11,894 15,350
---------- ----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 36,052 $ 14,918
---------- ----------
---------- ----------
</TABLE>
* Restated on a historical basis to reflect the May 29, 1998 acquisition of
DNB Financial on a pooling-of-interests basis.
6
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
BYL BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial information has been prepared in accordance with
the Securities and Exchange Commission rules and regulations for quarterly
reporting and therefore does not necessarily include all information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles. This information
should be read in conjunction with the Company's Annual Report for the year
ended December 31, 1997.
Operating results for interim periods are not necessarily indicative of
operating results for an entire fiscal year. In the opinion of management,
the unaudited financial information for the three and nine month periods
ended September 30, 1998 and 1997, reflect all adjustments, consisting only
of normal recurring accruals and provisions, necessary for a fair
presentation thereof.
NOTE 2 - EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted SFAS No. 128, "Earnings per
Share." Accordingly, basic earnings per share are computed by dividing
income available to common shareholders by the weighted average number of
common shares outstanding during each period. The computation of diluted
earnings per share also considers the number of shares issuable upon the
assumed exercise of outstanding common stock options. All earnings per
common share amounts presented have been restated in accordance with the
provisions of this statement.
NOTE 3 - STOCK SPLIT
During 1997, the Company declared a four for three stock split to
stockholders. This resulted in the issuance of 383,644 shares of common stock.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
BYL Bancorp (the "Company") has one wholly owned subsidiary, BYL Bank Group,
formerly the Bank of Yorba Linda (the "Bank"). The Bank's operations are the
only significant operations of the Company. The accompanying financial
information should be read in conjunction with the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
Statements contained in this Report on Form 10Q that are not purely
historical are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, including statements regarding the Company's expectations,
intentions, beliefs or strategies regarding the future. All forward-looking
statements included in this document are based on information available to
the Company on the date thereof, and the Company assumes no obligation to
update any such forward-looking statements. It is important to note that the
Company's actual results could differ materially from those in such
forward-looking statements. Factors that could cause actual results to differ
materially from those in such forward-looking statements are included in the
discussions below.
ACQUISITIONS
On May 29, 1998, the Company completed the acquisition with DNB Financial
("DNBF"), parent company of De Anza National Bank on a pooling-of-interests
basis , and, accordingly, the Company's historical consolidated results have
been restated. Under the terms of the Agreement and Plan of Reorganization,
each share of DNBF Common Stock was exchanged for 4.12 shares of the
Company's Common Stock. A total of 956,641 shares of the Company's Common
Stock was issued to DNBF shareholders. Also, on May 29, 1998, De Anza
National Bank, DNBF's only subsidiary, merged with and into BYL Bank Group.
The following summarizes the separate results of the combined entities for
the periods shown prior to the combination (in thousands, except per share
data):
<TABLE>
<CAPTION>
Restated
BYL Combined
Bancorp DNBF Results
-------- ------- ---------
<S> <C> <C> <C>
Three Months Ended September 30, 1997
Net Interest Income $ 2,643 $ 897 $ 3,540
Net Income 536 197 733
Earnings Per Share:
Basic 0.35 0.23 0.31
Diluted 0.33 0.22 0.29
</TABLE>
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - CONTINUED
ACQUISITIONS - CONTINUED
<TABLE>
<CAPTION>
Restated
BYL Combined
Bancorp DNBF Results
---------- --------- ----------
<S> <C> <C> <C>
Nine Months Ended September 30, 1997
Net Interest Income $ 6,949 $ 2,617 $ 9,566
Net Income 1,429 521 1,950
Earnings Per Share:
Basic 0.93 0.60 0.81
Diluted 0.88 0.59 0.78
As of December 31, 1997
Total Assets $ 164,667 $ 73,419 $ 238,086
Total Shareholders' Equity 14,830 7,720 22,550
</TABLE>
On June 13, 1996, the Bank acquired 100% of the outstanding common stock of
Bank of Westminster (BOW) for $6,174,000 in cash. BOW had total assets of
approximately $54,923,000. The acquisition was accounted for using the
purchase method of accounting in accordance with Accounting Principles Board
Opinion No. 16. "Business Combinations". Under this method of accounting,
the purchase price was allocated to the assets acquired and deposits and
liabilities assumed based on their fair values as of the acquisition date.
The financial statements include the operations of BOW from the date of the
acquisition. Goodwill arising from the transaction totaled approximately
$1,717,000 and is being amortized over fifteen years on a straight-line basis.
OVERVIEW
For the three months ended September 30, 1998, the Company reported net
income of $1,383,000, or $0.52 per share compared to a net income of
$733,000, or $0.31 per share for the same three month period in 1997.
For the first nine months of 1998, the Company reported net income of $2.8
million compared to $2.0 million in 1997. The annualized return on average
assets was 1.41% for 1998 compared to 1.25% in 1997. Annualized return on
shareholders equity was 15.80% in 1998 compared to 12.75% in 1997. During
the first nine months of 1998, the Company incurred approximately $542,000 in
one-time costs associated with the merger of DNBF.
9
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FINANCIAL CONDITION
Total assets as of September 30, 1998, increased 18.6% to $282.2 million in
comparison to total assets of $238.0 million as of December 31, 1997. The
majority of this asset growth was centered in the Bank's held-for-investment
loan portfolio which increased by $23 million. This growth was funded by a
$46.6 million increase in deposits, a portion of which was utilized to pay
down short term borrowings of $4 million that were outstanding at December
31, 1997.
ASSET QUALITY
The Company's asset quality has improved slightly in 1998 as evidenced by a
decrease in the ratio of nonperforming loans to total loans which declined to
.84% at September 30, 1998 from 0.93% at December 31, 1997. The Company
added $780,000 to the ALLL for the nine months ended September 30, 1998 as
compared to $398,000 for the same period in 1997. The ALLL at September 30,
1998 was 1.52% of total loans and 134.1% of non-performing loans compared to
1.38% and 150.4%, respectively, at December 31, 1997.
LIQUIDITY
The Bank's liquidity is impacted significantly by the origination and sale of
its wholesale loan products. The loan to deposit ratio at September 30, 1998
was 85.7%. Had the Bank actually sold all of the loans it held for sale,
this ratio would have declined to 63.9%.
CAPITAL RESOURCES
The Company and its bank subsidiary are subject to risk-based capital
regulations adopted by the federal banking regulators. These guidelines are
used to evaluate capital adequacy and are based upon an institution's risk
profile and off-balance sheet exposures, such as unused loan commitments and
letters of credit. At September 30, 1998, the Bank's Tier 1 leverage capital
ratio was 8.54% compared to 8.63% at December 31, 1997. Management is not aware
of any trends, events, uncertainties or recommendations by regulatory
authorities that will have or that are likely to have material effects on the
liquidity, capital resources or operations of the Company.
YEAR 2000 ISSUES
OVERVIEW
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. As a result,
date-sensitive software and/or hardware may recognize a date using "00" as
the year 1900 rather than the year 2000.
This could result in a system failure or other disruption of operations
and impede normal business activities. In June 1996, the Federal Financial
Institutions Examination Council ("FFIEC") alerted the banking industry of
the serious challenges that would be encountered with Year 2000 issues. The
FDIC has also implemented a plan to require compliance with Year 2000 issues
and regularly examines our progress.
STATE OF READINESS
In accordance with FDIC guidelines, the Company developed a comprehensive
plan which management believes will result in timely and adequate
modifications of Company's systems and technology to address Year 2000
issues, which contemplates all system conversions and testing to be
substantially completed by December 31, 1999. Management has completed a
top-down assessment of all mission-critical and other systems for Year 2000
compliance and are currently in the third and fourth of the five phases for
compliance, "renovation and validation", as defined by the FFIEC. Management
has also tested non-information technology systems, such as microprocessors
controlling environmental and alarm systems, and found them to be Year 2000
compliant.
To determine the readiness of the Company's clients, management sent a
questionnaire to, and received responses from, significant borrowers and
depositors to determine the extent of risk created by any failure by them to
remediate their own Year 2000 issues. Each borrower and depositor is
categorized according to their state of readiness based on their response to
the questionnaire and a review of the client. The Company has also taken
steps to ensure liquidity for depositors with high Year 2000 risks.
Re-assessment of each client's risk will be made on a regular basis.
To determine the readiness of the Company's vendors, letters were sent to
each vendor inquiring about their compliance with Year 2000. For those
vendors that have responded that they are Year 2000 compliant and that were
determined to not have a material impact on the Bank's operations, no further
work is performed. For those vendors that have responded they are working
towards Year 2000 compliance and that are determined to be significant,
including mission critical vendors, the Company will follow up on a regular
basis through 1999. These vendors have advised the Company that they expect
to be Year 2000 compliant prior to December 31, 1999. If those vendors do
not demonstrate compliance by a certain date, the Company will seek other
alternatives in accordance with its contingency plan, which may include
seeking replacement vendors.
COSTS AND RISKS
A few computer hardware and software applications were modified or replaced in
order to maintain their functionality as the year 2000 approaches. The
Company has spent approximately $14,000 as of September 30, 1998 to address
Year 2000 issues and estimate total costs over the two year period 1999-2000
to be approximately $125,000, which will come from general funds. None of
these costs, however, are expected to materially impact the Company's result
of operations in any one reporting period.
Ultimately, the potential impact of the Year 2000 issue will depend not only
on the corrective measures the Company undertakes, but also on the way in
which the Year 2000 issue is addressed by governmental agencies, businesses,
and other entities who provide data, receive data or whose financial
condition or operational capability is important to the Company, such as
suppliers or clients. At worst, clients and vendors will face severe Year
2000 issues, which may cause borrowers to become unable to service their
loans. The Company may also be required to replace non-compliant vendors
with more expensive Year 2000 compliant vendors. At this time, management
cannot determine the financial effect if significant client and/or vendor
remediation efforts are not resolved in a timely manner.
10
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ANALYSIS OF NET INTEREST INCOME AND MARGIN
Net interest income was $4.1 and $7.4 million for the third quarter and first
nine months of 1998 compared to $3.5 and $9.6 million for the same periods in
1997. These increases are primarily the result of significant increases in
average interest-earning assets as shown by the following table (in
thousands):
<TABLE>
<CAPTION>
September 30, 1998
---------------------------- Year Ended
Quarter Nine Months December 31,
Ended Ended 1997
----------- ----------- ------------
<S> <C> <C> <C>
Interest Income $ 6,165 $ 17,429 $ 18,455
Interest Expense 2,082 5,918 6,057
----------- ----------- ------------
Net Interest Income $ 4,083 $ 11,511 $ 12,398
----------- ----------- ------------
----------- ----------- ------------
Average Earning Assets $ 245,889 $ 234,424 $ 191,909
Net Interest Margin 6.64% 6.54% 6.46%
</TABLE>
NONINTEREST INCOME
Noninterest income was $6.0 million for the quarter ended September 30, 1998
compared to $4.0 million for the same period in 1997. Similarly for the
first nine months of 1998, noninterest income was $16.3 million compared to
$10.3 million for the same period in 1997. These increases are attributable
to the continued expansion of the Bank's wholesale loan divisions. These
departments have expanded by adding new products as well as entering new
geographic markets.
NONINTEREST EXPENSE
Noninterest expense was $7.4 million for the quarter ended September 30, 1998
and $21.9 million for the first nine months of 1998 compared to $6.2 million
and $16.2 million for the same periods in 1997. A portion of the increase in
the nine months of 1998 was related to the one time costs of $542,000
associated with the DNBF merger. The majority of the increases were
attributable to the continued expansion of the Bank's wholesale loan
divisions.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Due to the nature of the banking business, the Subsidiary Bank is
at times party to various legal actions; all such actions are of a
routine nature and arise in the normal course of business of the
Subsidiary Bank.
Item 2 - Changes in Securities
None
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
On November 2, 1998, BYL Bank Group, the wholly owned subsidiary
bank of BYL Bancorp, executed an Asset Purchase Agreement and
acquired the human resources, marketing network, certain existing
property and equipment leases and mortgage loan pipline of All
Source Financial, LLC ("ASF"), a subsidiary of Assurance Mortgage
Corporation of America.
ASF is a mortgage banker specializing in originating, selling and
purchasing residential mortgage loans secured by first and second
mortgages on single family residences. Based in Diamond Bar,
California, ASF currently offers loan products in California,
Oregon, Washington, Nevada, Utah, Colorado, New Mexico, Texas,
Montana, Idaho, Illinois, Indiana and Oklahoma. ASF predominately
originates loans through a wholesale lending network with
approximately 60% of its originations consisting of agency (FHA and
conventional) loans and the balance in subprime single family mortage
loans. During 1998, ASF's average monthly fundings have been
approximately $45 million.
Item 6 - Exhibits and Reports on Form 8-K
A) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
2.1 Plan of Reorganization and Merger Agreement - Annex 1 of Written
Consent Statement/Prospectus*
3.1 Articles of Incorporation of Registrant*
3.2 Amendment to Articles of Incorporation of Registrant*
3.3 Amendment to Articles of Incorporation of Registrant*
3.4 Bylaws of the Registrant*
10.1 Form of Indemnification Agreement*
10.3 Form of Written Consent*
</TABLE>
* All documents listed are incorporated by reference and can be found in
the Registration Statement of the Company filed on Form S-4.
B) Reports on Form 8-K
On July 16, 1998, the Company filed an amendment to the Company's
Current Report on Form 8-K, originally filed on June 3, 1998,
concerning the completion of the acquisition of DNB Financial by
the Company, that contained the necessary financial information
required by the Form 8-K.
12
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934,
the registrant has duly caused this revised report to be signed on its behalf
by the undersigned thereunto duly authorized.
BYL BANCORP
Date: April 23, 1999 /s/ Robert Ucciferri
------------------------------
Robert Ucciferri
President and
Chief Executive Officer
Date: April 23, 1999 /s/ Barry J. Moore
------------------------------
Barry J. Moore
Chief Operating Officer and
Senior Executive Vice President
13
