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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HAWTHORNE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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[HAWTHORNE LOGO]
HAWTHORNE FINANCIAL CORPORATION
May 30, 1995
Dear Hawthorne Financial Corporation Stockholder:
The Annual Meeting of Stockholders of Hawthorne Financial Corporation
("Company"), which was convened on May 22, 1995, has been adjourned to
Monday, June 12, 1995 at 10:00 AM at the Radisson Plaza Hotel in Manhattan
Beach, California. The meeting was adjourned in order to provide stockholders
with additional time to vote their shares. The Board of Directors of the
Company is also seeking this opportunity to explain the current situation of
Hawthorne Financial in greater detail to stockholders who have voted against
the proposed capital raising initiatives.
The overwhelming majority of votes received to date have been in favor of all
of the proposals. However, the favorable vote of a majority of all shares
eligible to vote is necessary in order to approve an amendment to the
Company's Certificate of Incorporation, such as that set forth in Proposal
Number 2 described in the enclosed proxy statement. Our records indicate that
you have voted in the negative on that proposal. For the reasons set forth in
the enclosed proxy statement and expanded on below, the Board of Directors
unanimously recommends a vote in favor of the amendment to Article FOURTH of
the Company's Certificate of Incorporation (Proposal Number 2).
In late 1993, the current management of the Company and Hawthorne Savings,
F.S.B. ("Bank") inherited the most severe asset quality problems faced by any
institution in the Western United States. Concurrently, current management
needed to quickly address significant deficiencies in the quality and depth
of the Bank's management, and in the Bank's physical plant and data
management systems. In addition to resolving the Bank's myriad problems and
avoiding possible government seizure of the Bank, the strategies employed
since late 1993 were developed and implemented with the express purpose of
avoiding a distressed sale or forced liquidation of all or a significant
portion of the Company or the Bank, to the detriment of the Company's
stockholders.
Since commencing its restructuring initiatives 18 months ago, current
management has successfully resolved a majority of the asset quality problems
inherited from the Bank's previous management, has successfully enhanced the
efficiency and value of the Bank's retail deposit franchise and invested
long-deferred amounts to build an experienced and competent senior and
middle management cadre, refurbished the Bank's physical plant and
significantly upgraded the Bank's technology. Though these investments have
been costly at a time when the Bank has been losing money, the Bank's
long-term viability could not be assured without the investments which have
been made.
As a consequence of the first quarter 1995 loss of nearly $10 million, which
resulted primarily from OTS-imposed revisions to the Bank's apartment loan
and property reserves and to its general loan loss reserves, the Bank is now
"under capitalized" under the prompt corrective action ("PCA") regulations
of the OTS. Consistent with the PCA regulations, the Bank has received a
directive from the OTS to formulate and present a capital plan which
satisfies regulatory concerns about the Bank's asset quality and capital
levels. The Bank has filed its capital plan with the OTS and expects a
response to the plan by the end of June.
[HAWTHORNE FINANCIAL LETTERHEAD]
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HAWTHORNE FINANCIAL CORPORATION
Hawthorne Financial Corporation Stockholder
May 30, 1995
Page 2
The capital plan sets forth management's strategies for returning the Bank to
sustainable operating profitability. These strategies emphasize the growing
prominence of the Bank's resurrected real estate financing businesses, the
continued reduction to nonperforming assets, and the sustained growth in the
Bank's balance sheet to more appropriately leverage the Bank's fixed costs.
In concert, these strategies are intended to return the Bank to operating
profitability during 1996 and to establish a reasonable basis for the Company
to raise the additional capital necessary to sustain the Bank's forecasted
financing activities and attendant balance sheet growth.
The capital plan expressly sets forth the Bank's intention, and need, to
enhance its existing capital base, both for prudent business purposes and to
satisfy regulatory capital strictures. Based upon current forecasts, the Bank
will require between $10 million and $20 million of additional equity capital
by the end of 1996 to sustain the Bank's current business strategies and to
produce acceptable, long-term returns to stockholders. The current unused
share authorization of the Company, which approximates 2 million shares, is
inadequate to ensure that the Company's and the Bank's capital-raising needs
can be achieved. Accordingly, Proposal Number 2 has been designed to enhance
the Company's flexibility to achieve its capital-raising objectives while
maximizing the potential that the interests of the Company's current
stockholders will be protected. Somewhat uniquely among troubled Southern
California thrift institutions, the Company and the Bank present stockholders
with the real possibility that their interests may not be substantially
diluted in connection with future capital-raising initiatives.
Should a majority of stockholders not approve Proposal Number 2, an outcome
that would hinder the Company's ability to further capitalize the Bank and
thereby satisfy the capital-raising target set forth in the capital plan, the
Board of Directors and management believe that the OTS may react adversely to
the Bank's capital plan. In this event, under the PCA regulations, the OTS
could fail to approve the Bank's capital plan, direct the Bank to raise
additional capital within an accelerated timeframe at significant cost to
stockholders or place the Bank in a conservatorship or receivership,
effectively eliminating the interests of stockholders.
Please take this opportunity to vote your duplicate proxy card in favor of
Proposal Number 2 and return it in the enclosed postage-paid envelope. Thank
you for your cooperation in this matter.
Sincerely,
/s/ Scott A. Braly
Scott A. Braly
President and Chief Executive Officer
