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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
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Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to 14a-11(c) or 14a-12
[_] Confidential, For Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
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BYL BANCORP
1875 North Tustin Street
Orange, California 92865
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SUPPLEMENT TO PROXY STATEMENT
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This Supplement provides additional information with respect to the
Annual Meeting of Stockholders (the "Annual Meeting") of BYL Bancorp (the
"Company") to be held on Wednesday, September 27, 2000, at 9:00 a.m., California
Time, at Yorba Linda Community Center, Club Room, 4501 Casa Loma Avenue, Yorba
Linda, California, for the purposes set forth in the Notice of Annual Meeting of
Stockholders dated August 18, 2000.
The Proxy Statement dated August 18, 2000 (the "Proxy Statement"), the
Company's Annual Report for the year ended December 31, 1999 and a proxy card
(the "Proxy Card") were mailed on or about August 18, 2000, to all stockholders
entitled to vote at the Annual Meeting. This Supplement is being mailed on or
about September 18, 2000 to all stockholders entitled to vote at the Annual
Meeting. Stockholders are asked to execute and return the Proxy Card.
All proxies will be voted in accordance with the instructions contained
therein, and if no choice is specified, the proxies will be voted in favor of
the proposals set forth in the Proxy Statement and this Supplement. Any proxy
may be revoked by a stockholder at any time before it is exercised by giving
written notice to that effect to the Clerk of the Company.
Except as specifically amended or supplemented by the information
contained in this Supplement, all information set forth in the Proxy Statement
remains accurate and should be considered in casting your vote by proxy or at
the Annual Meeting.
PURPOSE OF SUPPLEMENT
The purpose of this Supplement is to describe the proposed appointment
of Mr. Seymour M. Jacobs as a Class II director of the Company to serve until
the 2001 Annual Shareholder Meeting or until his successor is elected and
qualified, subject to all necessary regulatory approvals. Mr. Jacobs is not
being elected at the 2000 Annual Meeting, but will be nominated at the 2001
Annual Meeting of Shareholders as part of Class II of the Board of Directors.
As of August 31, 2000, an investor group led by Mr. Jacobs, general
partner of JAM Partners, L.P., an investment partnership based in New York, and
including Nick Becker, David Harvey and Everest Partners, an investment
partnership based in Nevada (collectively, the "Investors"), filed a Schedule
13D with the Securities and Exchange Commission in which the investors disclosed
that they collectively owned a 9% stake in the Company. The Schedule 13D
contained a request to appoint two seats on the Board of Directors, and that the
Board of Directors should immediately pursue measures which will maximize
shareholder value and liquidity through the prompt sale of the Company.
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Subsequently, the Company, BYL Bank Group, the wholly-owned subsidiary
of the Company, and the Investors entered into an agreement dated September 7,
2000 in which Mr. Jacobs will be appointed to the Boards of Directors of the
Company and the Bank, following all necessary regulatory approvals. On September
8, 2000, the Company filed a Current Report on Form 8-K that contained a copy of
the agreement. The agreement generally provides that (i) the Investors will
support the reelection of the Class I directors that have been nominated for
reelection at the 2000 Annual Meeting of Shareholders, (ii) the Company shall
promptly commence action necessary to appoint Mr. Jacobs to the Board of
Directors of the Company as a Class II director and to the Board of Directors of
the Bank, (iii) Mr. Jacobs will not assume his duties as a director until all
necessary regulatory consents have been obtained, (iv) Mr. Jacobs has a right to
attend as an observer all meetings of the Boards of Directors of the Company and
the Bank and shall receive all materials distributed to members of such Boards
during that time, (v) the Boards of Directors of the Company and the Bank shall
take action necessary to increase the size of the Boards of Directors by one
member and fill the vacancies created with Mr. Jacobs within 48 hours of receipt
of all regulatory consents, and (vi) Mr. Jacobs will be nominated for reelection
as part of the Class II directors.
The agreement includes several restrictions on the Investors'
activities, including the following: (i) the Investors have agreed not to engage
in any solicitation of proxies, (ii) if the Investors own less than 114,200
shares of common stock, the Company could require Mr. Jacobs to resign from the
Boards of Directors, (iii) the Investors have agreed that for the period of time
that Mr. Jacobs has observer rights, or serves on the Board of the Directors of
either the Bank or the Company, or for a three-month period thereafter, the
Investors shall not take any actions to acquire additional securities in the
Company, to engage in any solicitation of proxies, to make any public
announcement or proposals with respect to any merger, acquisition of control or
other business combination, as well as other restrictions, (iv) certain transfer
and voting restrictions concerning the shares that the Investors beneficially
owns, and (v) certain other restrictions, including amending the Schedule 13D
filing.
The information in the Proxy Statement under the caption "Security
Ownership of Certain Beneficial Owners and Management" is supplemented by the
Investor's share ownership information. As of September 18, 2000, the Investors
held 228,400 shares or 9% of the Company's common stock.
Mr. Jacobs, age 31, is a principal of Jacobs Asset Management, LLC, and
a principal of JAM Managers, LLC, the general partner of JAM Partners, LP. Mr.
Jacobs holds 8,500 shares of the Company in his own name, with 116,900 shares of
the Company held by JAM Partners, LP.
The Company and the Bank are in the process of preparing the required
applications for regulatory consents to appoint Mr. Jacobs as a member of the
Boards of Directors of the Company and the Bank.
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PROCEDURAL MATTERS
WHETHER OR NOT YOU HAVE RETURNED THE PROXY CARD PREVIOUSLY SOLICITED
AND WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO
COMPLETE, SIGN, DATE AND RETURN THE PREVIOUSLY SOLICITED PROXY CARD AS PROMPTLY
AS POSSIBLE.
YOUR VOTE IS IMPORTANT
OTHER BUSINESS
The Board of Directors does not know of any other matters which may
come before the meeting. However, if any other matters are properly presented to
the meeting, it is the intention of the persons named in the accompanying proxy
to vote, or otherwise act, in accordance with their judgment on such matters.
All stockholders are cordially invited to attend the meeting.
By order of the Board of Directors,
/s/ Barry J. Moore
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Barry J. Moore
Assistant Secretary
September 21, 2000
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE PREVIOUSLY SOLICITED PROXY CARD.
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