UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.:
Name of Issuer: Professional Bancorp, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 743112-10-4
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Jay Spellman & Redwood Asset Management, L.P.
200 Park Avenue
Suite 3900
New York, New York 10166
(Date of Event which Requires Filing of this Statement)
October 23, 1998
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 [ ].
*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).
CUSIP No. 743112-10-4
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Jay Spellman
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF, PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
127,188
9. Sole Dispositive Power:
10. Shared Dispositive Power:
127,188
11. Aggregate Amount Beneficially Owned by Each Reporting Person
127,188
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
6.65%
14. Type of Reporting Person
IN
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CUSIP No. 743112-10-4
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Redwood Asset Management, 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 if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
127,188
9. Sole Dispositive Power:
10. Shared Dispositive Power:
127,188
11. Aggregate Amount Beneficially Owned by Each Reporting Person
127,188
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
13. Percent of Class Represented by Amount in Row (11)
6.65%
14. Type of Reporting Person
PN
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Item 1. Security and Issuer
This statement relates to shares Common Stock (the
"Shares") of Professional Bancorp, Inc. (the "Company"). The
Company's principal executive office is located at 606 Broadway,
Santa Monica, California, 90401.
Item 2. Identity and Background
This statement is being filed on behalf of Jay Spellman
and Redwood Asset Management, L.P. ("Redwood"). The address of
Mr. Spellman and Redwood Asset Management, L.P. is 200 Park
Avenue, Suite 3900, New York, New York 10166.
Mr. Spellman is a United States Citizen. Mr. Spellman
is a sole owner of a Delaware corporation which serves as the
investment manager to various managed accounts and managing
member of a Delaware limited liability company which serves as
the general partner of a private investment partnership. Redwood
Asset Management, L.P., a limited partnership organized under the
laws of the State of Delaware, is a private investment
partnership.
Neither Mr. Spellman nor Redwood has, during the last
five years, been convicted in any criminal proceeding.
Neither Mr. Spellman nor Redwood has, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
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state securities laws or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, each of Mr. Spellman and Redwood
may be deemed to beneficially own 127,188 Shares. 39,588 Shares
are held by managed accounts and a private investment partnership
over which Mr. Spellman has investment discretion. 87,600 Shares
are held by Redwood. Shares were purchased in open market
transactions at an aggregate cost of $2,415,598. The funds for
the purchase of the Shares held by Redwood came from its working
capital. The funds for the purchase of the Shares held by Mr.
Spellman came from the working capital of each of the managed
accounts and the private investment partnership that are managed
by entities that Mr. Spellman controls and from his own personal
funds. Redwood uses margin in the ordinary course of its
business. Mr. Spellman did not use borrowed funds in connection
with the purchase of Shares.
Item 4. Purpose of Transaction
After reviewing results for the second and third
quarters of 1998, the Reporting Persons believe that the best
means of maximizing shareholder value is for management of the
Company to retain a qualified investment banking firm to pursue
an immediate sale of the Company. This belief is based on the
disappointing operating results and, in the opinion of the
Reporting Persons, a flawed operating strategy for managing the
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Company. The Reporting Persons also believe that the acquisition
of Network Health might not be in the best interest of the
Company.
The strong California economy has provided a favorable
operating environment for most California-based financial
institutions. Operating incomes have expanded, credit costs have
fallen and there has been a pick-up in loan demand. This has led
to increased acqusition activity and it is the Reporting Persons'
belief that there are numerous institutions that would have an
interest in pursuing an acquisition of the Company.
The Reporting Persons reserve their rights to
communicate their views with other shareholders relating to their
investment in the Company and with but not limited to potential
suitors of the Company.
Item 5. Interest in Securities of the Issuer
As of the date hereof, each of Mr. Spellman and Redwood
are estimated to be the beneficial owners of 127,188 Shares of
the Company. Based on the Company's latest 10-Q, as of June 30,
1998 there were a total of 1,913,348 outstanding Shares.
Therefore, Mr. Spellman and Redwood each beneficially owns 6.65%
of the outstanding Shares. Mr. Spellman and Redwood have the
power to vote, direct the vote, dispose of or direct the
disposition of all the Shares of the Company that are currently
beneficially owned by them.
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Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
Mr. Spellman and Redwood reserve the right to
jointly vote all of the Shares each owns.
Item 7. Material to be Filed as Exhibits
A joint acquisition statement is filed herewith as
Exhibit A. A description of the transactions in the Shares
that were effected by Mr. Spellman and Redwood over the past
60 days is filed herewith as Exhibit B.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
November 3, 1998
Date
/s/ Jay Spellman
_____________________________
Jay Spellman
Redwood Asset Management, L.P.
By: Steven Braverman, General Partner
/s/ Steven Braverman
_____________________________
Steven Braverman
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EXHIBIT A
JOINT FILING STATEMENT
PURSUANT TO RULE 13D-1(f)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D, as amended, is filed on behalf of each
of the undersigned and that all subsequent amendments to this
statement on Schedule 13D, as amended, shall be filed on behalf
of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not
be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or
it knows or has reason to believe that such information is
inaccurate.
Dated: November 3, 1998
/s/ Jay Spellman
_____________________________
Jay Spellman
Redwood Asset Management, L.P.
By: Steven Braverman, General Partner
/s/ Steven Braverman
_____________________________
Steven Braverman
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EXHIBIT B
Purchase Number Price
Date of Shares per Share
8/31/98 7,800 $15.60
9/2/98 3,600 14.95
9/28/98 1,000 14.25
10/6/98 500 14.47
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02228002.AB7
