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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
PFF Bancorp, Inc.
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(Name of Issuer)
Common Stock par value $.01 per share
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(Title of Class of Securities)
69331W-10-4
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(CUSIP Number)
Check the following box if a fee is being paid with this statement. [_] (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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CUSIP NO. 69331W-10-4 13G
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PFF BANK AND TRUST
EMPLOYEE STOCK OWNERSHIP PLAN
IRS ID. NO. 95-4561623
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Federally chartered stock savings institution's employee stock benefit
plan organized in California.
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SOLE VOTING POWER
5
NUMBER OF 1,110,900
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
438,921
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 1,549,821
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,549,821
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
10.04% OF 15,442,376 SHARES OF COMMON STOCK OUTSTANDING AS OF DECEMBER 31,
1998.
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TYPE OF REPORTING PERSON*
12
EP
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 Pages
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PFF BANK AND TRUST
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE 13G
Item 1(a) Name of Issuer:
PFF Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
350 South Garey Avenue
Pomona, California 91766
Item 2(a) Name of Person Filing:
PFF Bank and Trust
Employee Stock Ownership Plan
Trustee: CNA Trust
3080 South Bristol Street
Costa Mesa, California 92626
Item 2(b) Address of Principal Business Offices or, if none, Residence:
350 South Garey Avenue
Pomona, California 91766
Item 2(c) Citizenship:
Federally chartered stock savings institution's employee stock
benefit plan organized in California
Item 2(d) Title of Class of Securities: Common Stock par value $.01 per
share
Item 2(e) CUSIP Number: 69331W-10-4
Item 3. The person filing this statement is an employee benefit plan
which is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
Item 4. Ownership. As of December 31, 1998, the reporting person
beneficially owned 1,549,821 shares of the issuer. This number of
shares represents 10.04% of the common stock, par value $.01, of
the issuer, based upon 15,442,376 shares of such common stock
outstanding as of December 31, 1998. As of December 31, 1998, the
reporting person has sole power to vote or to direct the vote of
1,110,900 of the shares and shares voting power over 438,921
shares. The reporting person has the sole power to dispose or
direct the disposition of 1,549,821 shares of common stock.
Page 3 of 5 Pages
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Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Page 4 of 5 Pages
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Item 10 Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 16, 1999
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(Date)
/s/ Gregory C. Talbott
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(Signature)
Executive Vice President and Chief Financial Officer
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(Title)
Page 5 of 5 Pages