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OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 1994
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PBOC HOLDINGS, INC.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
69316G 10 8
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(CUSIP Number)
Michael S. Dreyer
Dreyer, Edmonds & Associates
355 South Grand Avenue, Suite 4150
Los Angeles, California 90071-3103
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 7, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box(TM).
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BIL Securities (Offshore) Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) (TM)
(b) (TM)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Zealand
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7 SOLE VOTING POWER
NUMBER OF
1,912,272
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,912,272
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,912,272
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
(TM)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Item 1. Security and Issuer
This Schedule 13D relates to the shares of Common Stock, $0.01 par value
("the Common Stock"), of PBOC Holdings, Inc. (the "Issuer"). The Issuer is a
Delaware corporation, and its principal executive office is located at 5900
Wilshire Boulevard, Los Angeles, California 90036.
Item 2. Identity and Background
(a) Name of Person Filing:
This Statement is being filed by BIL Securities (Offshore) Limited
("Reporting Person").
(b) State of Other Place of Organization:
New Zealand
(c) Principal Business:
The principal business of the Reporting Person is investing.
(d) Address of Principal Business:
Level 12, Colonial Bldg.
117 Customhouse Quay
PO Box 5108
Wellington, New Zealand
(e) Address of Principal Office:
Level 12, Colonial Bldg.
117 Customhouse Quay
PO Box 5108
Wellington, New Zealand
(f) The Reporting Person has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(g) The Reporting Person has not during the last five years been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
The Reporting Person will dispose of all of its interest in the Issuer
pursuant to the transaction described in Item 6.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person has beneficial ownership, as defined in Rule 13d-
3(a), of an aggregate of 1,912,272 shares of Common Stock of the Issuer, which
represents approximately 9.6% of the outstanding shares of Common Stock.
(b) The Reporting Person has sole voting power with respect to 1,912,272
shares of Common Stock. The Reporting Person has sole dispositive power over the
1,912,272 shares of Common Stock, subject to the Stock Purchase Agreement
described in Item 6, under which, subject to certain contingencies, the
Reporting Person as agreed to transfer all of the shares to the purchasers
pursuant to the terms of the Stock Purchase Agreement.
(c) None.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On November 7, 2000, the Reporting Person entered into a Stock Purchase
Agreement with FBOP Corporation (the "Purchaser") for the sale of its 1,912,272
shares of the Issuer's Common Stock at a price of $10.00 per share. The
obligation of the Purchaser to purchase the shares is subject to certain
contingencies, including approval of applicable federal bank regulatory
agencies.
Item 7. Material to Be Filed as Exhibits Signature
1. Stock Purchase Agreement by and between FBOP Corporation or its
Affiliate(s) and BIL Securities (Offshore) LTD.
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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.
Date: November 21, 2000
BIL Securities (Offshore) Limited
/s/ Michael S. Dreyer
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By: Michael S. Dreyer
Title: Authorized Agent
