UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 [ ] 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 of incorporation) (IRS Employer 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 Not Applicable (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 May 13, 1999, there were 2,533,835 shares of BYL Bancorp Common Stock outstanding. 1 BYL BANCORP AND SUBSIDIARY MARCH 31, 1999 INDEX PART I - FINANCIAL INFORMATION PAGE ---- Item 1 - Financial Statements Consolidated Condensed Balance Sheet at March 31, 1999 and December 31, 1998............................................................... 3 Consolidated Condensed Statement of Income for the three months ended March 31, 1999 and 1998............................................ 4 Consolidated Condensed Statement of Changes in Shareholders' Equity from January 1, 1997 through March 31, 1999......................................... 5 Consolidated Condensed Statement of Cash Flows for the three months ended March 31, 1999 and 1998........................................................ 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 2 ITEM 1. FINANCIAL STATEMENTS BYL BANCORP AND SUBSIDIARY UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLAR AMOUNTS IN THOUSANDS) March 31, December 31, 1999 1998 ------------------ ------------------ Cash and Due From Bank $ 22,648 $ 14,214 Federal Funds Sold 54,100 18,700 ------------------ ------------------ TOTAL CASH AND CASH EQUIVALENTS 76,748 32,914 Interest-Bearing Deposits 630 - Investment Securities 22,137 17,244 Loans Held For Sale 59,680 74,598 Loans 156,832 166,454 Allowance for Loan Losses (2,444) (2,300) ------------------ ------------------ NET LOANS 154,388 164,154 Premises and Equipment 6,455 6,082 Other Real Estate Owned 792 971 Goodwill 1,415 1,445 Interest-Only Strips Receivable and Servicing Assets 9,372 9,025 Accrued Interest and Other Assets 7,003 11,580 ------------------ ------------------ $ 338,620 $ 318,013 ------------------ ------------------ ------------------ ------------------ Noninterest-Bearing Deposits $ 71,979 $ 69,863 Interest-Bearing Deposits 238,031 217,343 ------------------ ------------------ TOTAL DEPOSITS 310,010 287,206 Borrowed Funds - - Accrued Interest and Other Liabilities 1,447 3,925 ------------------ ------------------ TOTAL LIABILITIES 311,457 291,131 Common Shares 12,772 12,760 Retained Earnings 13,871 13,602 Accumulated Other Comprehensive Income 520 520 ------------------ ------------------ TOTAL SHAREHOLDERS' EQUITY 27,163 26,882 ------------------ ------------------ $ 338,620 $ 318,013 ------------------ ------------------ ------------------ ------------------ 3 ITEM 1. FINANCIAL STATEMENTS - CONTINUED BYL BANCORP AND SUBSIDIARY UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) For the Three Months Ended March 31, ---------------------------------- 1999 1998* ------------- ------------- Interest Income $ 6,492 $ 5,255 Interest Expense 2,798 1,814 ------------- ------------- Net Interest Income 3,694 3,441 Provision for Loan Losses 180 270 ------------- ------------- Net Interest Income after Provision for Loan Losses 3,514 3,171 Noninterest Income 5,968 4,975 Noninterest Expense 8,683 6,877 ------------- ------------- Income before Taxes 799 1,269 Income Taxes 340 508 ------------- ------------- Net Income $ 459 $ 761 ------------- ------------- ------------- ------------- Per Share Data: Net Income - Basic $ .18 $ 0.30 ------------- ------------- ------------- ------------- Net Income - Diluted $ .18 $ 0.29 ------------- ------------- ------------- ------------- * Restated on a historical basis to reflect the May 29, 1998 acquisition of DNB Financial on a pooling-of-interests basis. 4 ITEM 1. FINANCIAL STATEMENTS - CONTINUED BYL BANCORP UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DOLLAR AMOUNTS IN THOUSANDS) Accumulated Common Shares Other ------------------------ Comprehensive Retained Comprehensive Number Amount Income Earnings Income Total ---------- ------------ ----------- ---------- ----------- ---------- Balance at January 1, 1997 2,399,919 $ 11,945 $ 7,602 $ (113) $ 19,434 Comprehensive Income: Net Income $ 2,855 2,855 2,855 Other Comprehensive Income- Unrealized Gain on Available-for-Sale Securities, Net 86 86 86 ----------- Total Comprehensive Income $ 2,941 ----------- ----------- Dividends on Common (502) (502) Options Exercised 104,075 683 683 Common Stock Retired (823) (6) (6) ---------- ------------ ---------- ----------- ---------- Balance at December 31, 1997 2,503,171 12,622 9,955 (27) 22,550 Comprehensive Income: Net Income $ 4,116 4,116 4,116 Other Comprehensive Income- Unrealized Gain on Available-for-Sale Securities, Net 183 183 183 Unrealized Gain on Interest-Only Strips, Net 364 364 364 ----------- Total Comprehensive Income $ 4,663 ----------- ----------- Exercise of Stock Option 28,131 138 138 Dividends on Common (467) (467) Fractional Shares from Merger with DANB (2) (2) ---------- ------------ ---------- ----------- ---------- Balance at December 31, 1998 2,531,302 12,760 13,602 520 26,882 Comprehensve Income: Net Income $ 459 459 459 Other Comprehensive Income- Unrealized Gain on Available-for-Sale Securities, Net - ----------- Total Comprehensive Income $ 459 ----------- ----------- Exercise of Stock Option 2,533 12 12 Dividends on Common (190) (190) ---------- ------------ ---------- ----------- ---------- Balance at March 31, 1999 2,533,835 $ 12,772 $ 13,871 $ 520 $ 27,163 ---------- ------------ ---------- ----------- ---------- ---------- ------------ ---------- ----------- ---------- 5 ITEM 1. FINANCIAL STATEMENTS - CONTINUED BYL BANCORP AND SUBSIDIARY UNAUDITED CONDENSED STATEMENT OF CASH FLOWS (DOLLAR AMOUNTS IN THOUSANDS) For the Three Months Ended March 31, -------------------------------------- 1999 1998* -------------- --------------- OPERATING ACTIVITIES Net Income $ 459 $ 761 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 431 308 Provision for Loan Losses 180 270 Net Change in Loans Held for Sale 14,918 1,949 Other Items - Net 1,733 (4,954) -------------- --------------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 17,721 (1,666) INVESTING ACTIVITIES Change in Interest-Bearing Deposits (630) (1,642) Purchases of Investment Securities (10,000) (2,222) Maturities of Investment Securities 5,117 - Net Change in Loans 9,665 (13,612) Purchase of Premises and Equipment (780) (217) Other Items - Net 115 131 -------------- --------------- NET CASH PROVIDED (USED) BY BY INVESTING ACTIVITIES 3,487 (17,562) FINANCING ACTIVITIES Decrease in Borrowed Funds - (465) Net Change in Deposits 22,804 21,164 Proceeds from Exercise of Options 12 32 Dividends (190) (136) -------------- --------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 22,626 20,595 -------------- --------------- INCREASE IN CASH AND CASH EQUIVALENTS 43,834 1,367 Cash and Cash Equivalents at Beginning of Period 32,914 11,894 -------------- --------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 76,748 $ 13,261 -------------- --------------- -------------- --------------- * Restated on a historical basis to reflect the May 29, 1998 acquisition of DNB Financial on a pooling-of-interests basis. 6 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, 1998. 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 month periods ended March 31, 1999 and 1998, 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 - SEGMENTS The Company has two primary reportable segments: its wholesale lending operations and its retail banking operations. The wholesale lending segment originates loans for resale to institutional investors. The Company's SBA loan Division and its Mortgage Loan Division are included in this segment. The retail banking segment accepts deposits, originates loans and provides other banking services to the communities in which its eight branch offices are located. The company evaluates performance based on profit or loss from operations before allocation of the provision for loan losses, administrative costs, amortization of goodwill and income taxes. The retail segment charges the wholesale segments for use of excess funds based on the estimated cost of outside financing. 7 ITEM 1. FINANCIAL STATEMENTS - CONTINUED BYL BANCORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - SEGMENTS - CONTINUED The following tables summarize segment operations for the three months ended March 31, 1999 and 1998. Three Months Ended March 31, 1999 ---------------------------------------------------------- Wholesale Segments ------------------------ Retail Total Mortgage SBA Segment Company ---------- ---------- ---------- ---------- Condensed Income Statement -------------------------- Net Interest Income $ 737 $ 718 $ 2,239 $ 3,694 Noninterest Income 3,696 1,732 540 5,968 Operating Expense (3,934) (1,413) (2,396) (7,743) ---------- ---------- ---------- ---------- OPERATIONAL PROFIT 499 1,037 383 1,919 Provision for Loan Losses (180) Administrative Costs (910) Goodwill Amortization (30) Income Taxes (340) ---------- NET INCOME $ 459 ---------- ---------- Loans Originated for Sale during 1999 $ 125,000 $ 33,000 Loans Sold during 1999 $ 137,000 $ 28,000 Three Months Ended March 31, 1999 ---------------------------------------------------------- Wholesale Segments ------------------------ Retail Total Mortgage SBA Segment Company ---------- ---------- ---------- ---------- Condensed Income Statement -------------------------- Net Interest Income $ 434 $ 586 $ 2,421 $ 3,441 Noninterest Income 3,026 1,433 516 4,975 Operating Expense (2,368) (1,091) (2,504) (5,963) ---------- ---------- ---------- ---------- OPERATIONAL PROFIT 1,092 928 433 2,453 Provision for Loan Losses (270) Administrative Costs (884) Goodwill Amortization (30) Income Taxes (508) ---------- NET INCOME $ 761 ---------- ---------- Loans Originated for Sale during 1998 $ 56,000 $ 18,000 Loans Sold during 1998 $ 55,000 $ 17,000 8 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, 1998. 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. 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. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED OVERVIEW For the three months ended March 31, 1999, the Company reported net income of $459,000, or $0.18 per share compared to a net income of $761,000, or $0.30 per share for the same three month period in 1998. The annualized return on average assets was .54% for 1999 compared to 1.23% in 1998. Annualized return on shareholders equity was 6.79% in 1999 compared to 13.22% in 1998. FINANCIAL CONDITION Total assets as of March 31, 1999, increased 6.5% to $338.6 million in comparison to total assets of $318.0 million as of December 31, 1998. The majority of this asset growth was centered in federal funds sold which increased by $35 million. This growth was funded by a $22.8 million increase in deposits. ASSET QUALITY The Company's asset quality has declined slightly in 1999 as evidenced by a increase in the ratio of nonperforming loans to total loans which increased to 1.29% at March 31, 1999 from 1.23% at December 31, 1998. The Company added $180,000 to the ALLL for the three months ended March 31, 1999 as compared to $270,000 for the same period in 1998. The ALLL at March 31, 1999 was 1.56% of total loans and 87.98% of non-performing loans compared to 1.38% and 113.3%, respectively, at December 31, 1998. LIQUIDITY The Bank's liquidity is impacted significantly by the origination and sale of its wholesale loan products. The loan to deposit ratio at March 31, 1999 was 69.8%. Had the Bank actually sold all of the loans it held for sale, this ratio would have declined to 50.6%. 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 March 31, 1999, the Bank's Tier 1 leverage capital ratio was 7.17% compared to 8.25% at December 31, 1998. 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. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED YEAR 2000 ISSUES OVERVIEW The Year 2000 issue is the result of computer programs being written using two digits rather that 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 out 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. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED YEAR 2000 ISSUES - CONTINUED 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 $26,000 as of March 31, 1999 to address Year 2000 issues and estimate total costs over the two year period 1999-2000 to be approximately $113,000, 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. ANALYSIS OF NET INTEREST INCOME AND MARGIN Net interest income was $3.7 million for the first quarter of 1999 compared to $3.4 million for the same period in 1998. These increases are primarily the result of significant increases in average interest-earning assets as shown by the following table (in thousands): Quarter Quarter Year Ended Ended Ended December 31, March 31, 1999 March 31, 1998 1998 ------------------- ------------------- ------------------- Interest Income $ 6,492 $ 5,255 $ 24,016 Interest Expense 2,798 1,814 8,406 ------------------- ------------------- ------------------- Net Interest Income $ 3,694 $ 3,441 $ 15,610 ------------------- ------------------- ------------------- ------------------- ------------------- ------------------- Average Earning Assets $ 293,864 $ 219,735 $ 243,901 Net Interest Margin 5.03% 6.23% 6.40% Net interest margin was 5.03% for the first quarter of 1999 compared to 6.23% for the same period in 1998. The decreases are primarily the result of an increase in federal funds sold, which is a lower yielding asset, and a 75 basis point decrease in interest rates during the third and fourth quarters of 1998. 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED NONINTEREST INCOME Noninterest income was $6.0 million for the quarter ended March 31, 1999 compared to $5.0 million for the same period in 1998. This increase is attributable to the 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 $8.7 million for the quarter ended March 31, 1999 compared to $6.9 million for the same period in 1998. The majority of the increases were attributable to the expansion of the Bank's wholesale loan divisions. 13 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 6 - Exhibits and Reports on Form 8-K A) Exhibits Exhibit No. Exhibit ----------- ------- 2.1 Plan of Reorganization and Merger Agreement - Annex 1 of Written Consent Statement/Prospectus (A) 3.1 Articles of Incorporation of Registrant (A) 3.2 Amendment to Articles of Incorporation of Registrant (A) 3.3 Bylaws of the Registrant (A) 4.1 Specimen Certificate evidencing shares of Registrant's Common Stock (A) 4.2 Stockholder Agreement Covering Issuance and Compulsory Repurchase of Organizing Share of Registrant- Annex II of Proxy Statement/Prospectus incorporated by reference (A) 10.1 Form of Indemnification Agreement (A) 10.2 BYL Bancorp 1997 Stock Option Plan (C) 10.3 Form of Proxy, Proxy Statement and Notice of Annual Meeting (C) 10.4 Employment Agreement - Mr. Robert Ucciferri (A) 10.5 Employment Agreement - Mr. Barry J. Moore (A) 10.6 Employment Agreement - Mr. Michael Mullarky (A) 10.7 Employment Agreement - Ms. Gloria Van Kampen (D) 10.8 Salary Continuation Agreement - Mr. Robert Ucciferri (A) 10.9 Salary Continuation Agreement - Mr. Barry J. Moore (A) 10.10 Agreement and Plan of Reorganization with DNB Financial (B) (A) Filed as an Exhibit to the Registrant's Registration Statement (File No. 333-34995) filed on September 5, 1997, Which exhibit is incorporated herein by this reference. (B) Filed as an Exhibit to Form 8-K filed on January 29, 1998, which exhibit is incorporated herein by this reference. 14 (C) To be filed as an Exhibit to the Annual Report on Form 10-K/A as of December 31, 1998, anticipated to be filed by May 31, 1999. (D) Filed as an Exhibit to the Annual Report on Form 10-K as of December 31, 1998. B) Reports on Form 8-K None SIGNATURES Pursuant to the requirement of the Securities and 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 Date: May 13, 1999 /s/Robert Ucciferri --------------------------------- Robert Ucciferri President and Chief Executive Officer Date: May 13, 1999 /s/Barry J. Moore --------------------------------- Barry J. Moore Chief Operating Officer and Senior Executive Vice President 15