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UNITED STATES
SECURITIES 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 3, 2000
BYL BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 000-23257 33-0755794
(Name or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1875 NORTH TUSTIN STREET, ORANGE, CALIFORNIA 92865
(Address of principal executive officer) (Zip Code)
(Registrants' telephone number, including area code) -- (714) 685-1317
NA
(Former name or former address, if changed since last report.)
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Item 5. Other Events
On November 2, 2000, BYL Bancorp ("BYL"), parent company of BYL
Bank Group, and PBOC Holdings, Inc. ("PBOC"), parent company of
People's Bank of California, announced the signing of an Agreement
and Plan of Reorganization (the "Agreement") dated November 1,
2000, attached hereto as EXHIBIT "2," pursuant to which PBOC will
acquire BYL and BYL Bank Group. Upon consummation of the
transaction, PBOC will become the surviving corporation, and
People's Bank of California will become the surviving bank.
Consummation of the Agreement is subject to a number of
conditions, including, but not limited to, the approval of the
Agreement by the shareholders of BYL and the receipt of requisite
regulatory approvals.
Under the terms of the transaction, the holders of BYL Common
Stock will receive $15.00 in cash for each share of BYL Common
Stock owned. The cash amount may be adjusted upward or downward
under certain circumstances which are set forth in the Agreement.
Concurrently with the execution and delivery of the Agreement, the
directors and certain executive officers of BYL entered into a
form of letter agreement with PBOC pursuant to which among other
things, such persons agreed to vote their shares of BYL common
stock in favor of approval of the Agreement. A copy of the form of
letter agreement is attached hereto as EXHIBIT "A" to the
Agreement.
In connection with the Agreement, PBOC and BYL entered into a
Stock Option Agreement, set forth as EXHIBIT "10" hereto, dated as
of November 1, 2000, pursuant to which BYL granted PBOC an option
to purchase up to 505,971 shares of BYL's common stock (subject to
adjustment as set forth therein), which represents 19.9% of BYL's
outstanding shares of common stock, at a purchase price of $10.597
per share (subject to adjustment as set forth therein). The option
will become exercisable upon the occurrence of certain events, as
specified in the Stock Option Agreement, none of which has
occurred as of the date hereof.
A copy of the press release in connection with the announcement is
attached hereto as EXHIBIT "99(1)" and is incorporated by
reference herein in its entirety.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2 Agreement and Plan of Reorganization
10 Stock Option Agreement
99(1) Copy of the aforementioned Press Release.
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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 3, 2000 By: /s/ ROBERT UCCIFERRI
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Robert Ucciferri
President and
Chief Executive Officer
