UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Professional Bancorp, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
743112-10-4
(CUSIP Number)
Charles J. Moore
The Banc Funds
208 South LaSalle Street
Chicago, Illinois 60604
(312) 855-6202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 27, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
this 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 [ ].
Check the following box if a fee is being paid with the statement [ ].
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CUSIP No. 743112-10-4
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund III L.P.
2 Check the Appropriate Box
If A Member of a Group*
(A) [ ]` (B) [X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 12,084 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 12,084 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
12,084 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.61%
14 Type of Reporting Person*
PN
2
<PAGE>
CUSIP No. 743112-10-4
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Bank Fund III Trust
2 Check the Appropriate Box
If A Member of a Group*
(A) [ ] (B) [X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 37,041 shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 37,041 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
37,041 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.86%
14 Type of Reporting Person*
PN
3
<PAGE>
CUSIP No. 743112-10-4
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund IV L.P.
2 Check the Appropriate Box
If A Member of a Group*
(A) [ ] (B) [X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 14,744 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 14,744 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
14,744 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.74%
14 Type of Reporting Person*
PN
4
<PAGE>
CUSIP No. 743112-10-4
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund IV Trust
2 Check the Appropriate Box
If A Member of a Group*
(A) [ ] (B) [X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 48,581 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 48,581 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
48,581 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.44%
14 Type of Reporting Person*
PN
5
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CUSIP No. 743112-10-4
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund V L.P.
2 Check the Appropriate Box
If A Member of a Group*
(A) [ ] (B) [X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 25,200 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 25,200 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
25,200 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.26%
14 Type of Reporting Person*
PN
6
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This Amendment No. 1 amends and supplements Schedule 13D filed on April 23, 1998
(collectively the "Schedule 13D") by the entities included in Item 2(a), with
respect to the Common Stock, $0.01 par value ("Common Stock"), of Professional
Bancorp, Inc. ("MDB"). The address of the principal executive offices of MDB is
606 Broadway, Santa Monica, CA 90401. The purpose of this Amendment is to report
an increase in ownership of more than 1% in the percentage of the outstanding
Common Stock of MDB.
Item 2. Identity and Background
(a) This statement is filed by Banc Fund III L.P. ("BF III"), an Illinois
Limited Partnership, Bank Fund III Trust ("T III"), Banc Fund IV L.P. ("BF IV"),
an Illinois Limited Partnership, Banc Fund IV Trust ("T IV"), and Banc Fund V
L.P. ("BF V") an Illinois Limited Partnership. The business of the Funds is to
provide financing to, and acquire equity interests in, banks and other
depository institutions and holding companies controlling such entities.
(i) The general partner of BF III is MidBanc III L.P. ("MidBanc III"), whose
principal business is to be a general partner of BF III. The general partner of
BF IV is MidBanc IV L.P. ("MidBanc IV"), whose principal business is to be a
general partner of BF IV. The general partner of BF V is MidBanc V L.P.
("MidBanc V"), whose principal business is to be a general partner of BF V.
MidBanc III, IV, and V are Illinois limited partnerships.
(ii) The general partner of MidBanc III is ChiCorp Management III, Inc.
("Management III"), whose principal business is to be a general partner of
MidBanc III. The general partner of MidBanc IV is ChiCorp Management IV, Inc.
("Management IV"), whose principal business is to be a general partner of
MidBanc IV. The general partner of MidBanc V is The Banc Funds Company, L.L.C.
("Management V"), whose principal business is to be a general partner of MidBanc
V. Management III, IV, and V are Illinois corporations.
(iii) The executive officers and directors of Management III, IV, and V are
the same and are composed of:
Name and Offices in
Present Principal Management
Occupation III, IV and V
- ----------------- ----------------
Joan W. Moore Secretary
Member, The Banc Funds and Director
Company, L.L.C. ("TBFC")
Charles J. Moore President, Treasurer,
Manager, BF III, T III, and Director
BF IV, T IV, and BF V
(iv) The sole stockholder of Management III, IV, and V is TBFC, an Illinois
limited liability company which is controlled by Charles J. Moore. Mr. Moore has
been the manager of the investment decisions for each of BF III, BF IV, BF V, T
III, T IV, and T V since their respective inceptions. As manager, Mr. Moore has
voting and dispositive power over the securities of the issuer held by each of
those entities. As the controlling member of TBFC, Mr. Moore will control
Management III, IV, and V, and therefore each
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of the Partnership entities directly and indirectly controlled by each of
Management III, IV, and V.
(v) The investment manager of T III, T IV, and T V is TBFC under an Investment
Management Agreement with each Trust. Charles J. Moore, as portfolio manager for
T III, T IV, and T V, has voting and dispositive power over the issuer's
securities held by such trusts.
(b) and (c) The address of the principal business and principal office of BF
III, T III, BF IV, T IV, BF V, T V, MidBanc III, MidBanc IV, MidBanc V,
Management III, Management IV, Management V, and TBFC and the business address
of each of the persons named in paragraph (a)(iii) is 208 S.
LaSalle Street, Chicago, IL 60604.
(d) and (e) During the last five years, none of the persons named herein has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgement, 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.
(f) Each of the persons named in paragraphs (a)(iv) and (vi) is a citizen of
the United States of America.
Item 3. Source and Amount of Funds or other Consideration.
An aggregate of $2,543,035 from the capital of the Funds has been used in
making purchases of 137,650 shares of Common Stock of MDB.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of MDB reported herein for purposes of
investment. The Funds may, in the future, purchase additional shares of Common
Stock of MDB or sell such securities.
The Funds do not have any present plan or proposal which would relate to or
result in transactions of the kind described in paragraphs (a) through (j) of
Item 4 of Schedule 13d-101 of the Securities and Exchange Commission. The Funds
reserve the right, in the future, to adopt such plans or proposals.
Item 5. Interest in Securities of the Issuer.
(a) An aggregate of 137,650 shares of Common Stock are beneficially owned by
the Funds. Such shares of Common Stock represent approximately 6.9% of the
Common Stock of MDB outstanding as of October 30, 1998. Of said shares, 12,084
shares of Common Stock are beneficially owned by BF III (0.61% of the
outstanding shares), while 37,041 shares of Common Stock are beneficially owned
by T III (1.86% of the outstanding shares), while 14,744 shares of Common Stock
are beneficially owned by BF IV (0.74% of the outstanding shares), 48,581 shares
of Common Stock are beneficially owned by T IV (2.44% of the outstanding shares,
and 25,200 shares of common stock are beneficially owned by BF V (1.26% of the
outstanding shares). To the best knowledge and belief of the Funds, no
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securities of MDB are owned by any of the other persons named in Item 2 or by
any persons who together with any of the persons named in Item 2 comprise a
group within the meaning of Section 13(d) (3) of the Securities Exchange Act of
1934, as amended. Anything to the contrary in this Schedule 13D notwithstanding,
each Fund disclaims beneficial ownership of the shares of Common Stock
beneficially owned by the other Fund.
(b) The Funds have the sole power to vote or to direct the vote, and the sole
power to dispose or to direct the disposition of, all of the shares beneficially
owned by them as set forth in paragraph (a) above.
(c) On October 27, 1998, the Funds' ownership of shares of Common Stock of MDB
increased by more than 1% of the adjusted outstanding shares of said class since
the Funds' last 13D filing. The Funds have purchased and sold Common Stock on
the open market as described in the table below:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
BF III Purchases:
10/27/98 15,867.00 984 16.125
T III Purchases:
10/27/98 48,633.00 3,016 16.125
BF IV Purchases:
10/27/98 3,692.62 229 16.125
T IV Purchases:
10/27/98 12,432.37 771 16.125
BF V Purchases:
10/22/98 47,161.25 2,900 16.26
10/27/98 327,337.10 20,300 16.125
10/27/98 32,120.00 2,000 16.06
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
None
Item 7. Material to be filed as exhibits.
None
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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.
November 5, 1998
BANC FUND III L.P.
By MIDBANC III L.P.,
general partner
By CHICORP MANAGEMENT III, INC.,
general partner
By The Banc Funds Company, L.L.C.,
Owner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANK FUND III TRUST
By THE BANC FUNDS COMPANY, L.L.C.,
Investment Manager
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANC FUND IV L.P.
By MIDBANC IV L.P.,
general partner
By CHICORP MANAGEMENT IV, INC.,
general partner
By The Banc Funds Company, L.L.C.,
Owner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANC FUND IV TRUST
By THE BANC FUNDS COMPANY, L.L.C.,
Investment Manager
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANC FUND V L.P.
By MIDBANC V L.P.,
general partner
By The Banc Funds Company, L.L.C.,
Its general partner
By The Banc Funds Company, L.L.C.,
Owner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
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