1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A - No. 1(Mark One) X AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 2-77519-LA SARATOGA BANCORP (Exact name of registrant as specified in its charter) California 94-2817587 (State or other jurisdiction of (I.R.S. employer incorporation or organization) Identification No.) 12000 Saratoga-Sunnyvale Road Saratoga, California 95070 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408)973-1111 Securities registered pursuant to Section 12 (b) of the Act: Name of each exchange Title of each class on which registered NONE Securities registered pursuant to Section 12 (g) of the Act: NONE (Title of class) Saratoga Bancorp (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of Saratoga Bancorp on March 31, 1999 was $21,216,622. As of March 31, 1999, Saratoga Bancorp had 1,594,788 shares of common stock outstanding. Portions of the Registrant's Definitive Proxy Statement dated April 22, 1999 are incorporated into Part III, Items 10 through 13. Exhibit Index is on page 5. Page 1 of 17 pages 2 Saratoga Bancorp Amendment to Items 10 through 13 of Form 10-K filed on March 29, 1999 The Registrant hereby amends Items 10, 11,12 and 13 of the Registrant's Form 10-K filed with the Securities and Exchange commission on March 29, 1999 by attaching certain portions of its Definitive Proxy Statement dated April 22, 1999 (the "Definitive Proxy Statement"). PART III Item 10. Directors and Executive Officers of the Registrant The information required by this item is set forth on pages 4 through 6 of the Definitive Proxy Statement, copies of which pages are attached hereto and incorporated herein by reference. Item 11. Executive Compensation The information required by this item is set forth on page1 7 through 10 of the Definitive Proxy Statement, copies of which pages are attached hereto and incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The information required by this Item is set forth on pages 2 through 3 of the Definitive Proxy Statement, copies of which pages are attached hereto and incorporated herein by reference. Item 13. Certain Relationships and Related Transactions The information required by this Item is set forth on page 11 of the Definitive Proxy Statement, a copy of which page is attached hereto and incorporated herein by reference. 3 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) (99.9) The Registrant's Definitive proxy Statement dated April 22, 1999. 4 SIGNATURES Pursuant to the requirements of 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. SARATOGA BANCORP Date: April 30, 1999 RICHARD L. MOUNT Richard L. Mount, President (Principal Executive Officer) Date: April 30, 1999 MARY PAGE ROURKE Mary Page Rourke, Treasurer (Principal Financial and Accounting Officer) 5 INDEX TO EXHIBITS Sequentially Number Exhibits Numbered Page 99.1 The Registrant's Definitive proxy Statement dated April 22, 1999, which is furnished for the information of the Securities and Exchange Commission and, except for those portions which are expressly incorporated by reference in this filing, is not to be deemed "filed" as part of this filing. 6 - 17