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
-----------------
BYL BANCORP
-----------
(Exact name of registrant as specified in it charter)
CALIFORNIA 000-23257 33-0755794
---------- -------- -----------
(Name or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
18206 IMPERIAL HIGHWAY, YORBA LINDA, CA 92886
- --------------------------------------- -----
(Address of principal executive officer) (Zip Code)
(Registrants' telephone number, including area code) -- (714) 996-1800
--------------
NA
--
(Former name or former address, if changed since last report.)
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
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
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
-------------------------------------
Robert Ucciferri
President and Chief Executive Officer