UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Professional Bancorp, Inc.
(Name of Issuer)
Common Stock, $0.008 par value
(Title of Class of Securities)
743112-10-4
(CUSIP Number)
Mitchell S. Eitel, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 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-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being with the statement [ ].
<PAGE>
CUSIP No. 743112-10-4
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Basswood Partners, 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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power:
8. Shared Voting Power:
96,711
9. Sole Dispositive Power:
10. Shared Dispositive Power:
96,711
11. Aggregate Amount Beneficially Owned by Each Reporting Person
96,711
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
PN
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<PAGE>
CUSIP No. 743112-10-4
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Basswood Management, Inc.
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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power:
8. Shared Voting Power:
96,711
9. Sole Dispositive Power:
10. Shared Dispositive Power:
96,711
11. Aggregate Amount Beneficially Owned by Each Reporting Person
96,711
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
CO
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<PAGE>
CUSIP No. 743112-10-4
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Matthew Lindenbaum
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds
AF
5. Check box 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:
96,711
9. Sole Dispositive Power:
10. Shared Dispositive Power:
96,711
11. Aggregate Amount Beneficially Owned by Each Reporting Person
96,711
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
IN
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<PAGE>
CUSIP No. 743112-10-4
1. Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Bennett Lindenbaum
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds
AF
5. Check box 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:
96,711
9. Sole Dispositive Power:
10. Shared Dispositive Power:
96,711
11. Aggregate Amount Beneficially Owned by Each Reporting Person
96,711
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
IN
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<PAGE>
This Schedule 13D has been filed for the purposes of disclosing that
the current number of shares of Common Stock of Professional Bancorp
Inc. (the "Shares") deemed beneficially owned by each of Basswood
Partners, L.P. ("Basswood"), Basswood Management, Inc., Bennett
Lindenbaum and Matthew Lindenbaum is 96,711.
Item 1. Security and Issuer.
--------------------
This statement relates to the Common Stock, $0.008 par value
("Common Stock"), of Professional Bancorp Inc. (the "Company"). The
address of the principal executive offices of the Company is 606
Broadway, Santa Monica, CA 90401.
Item 2. Identity and Background.
------------------------
This statement has been filed on behalf of Basswood, a Delaware
limited partnership, Matthew Lindenbaum and Bennett Lindenbaum, the
sole principals of Basswood Management, Inc., Basswood's general
partner, and Basswood Management, Inc. (collectively, the "Reporting
Persons"). The principal business address of each of the Reporting
Persons is 645 Madison Avenue, 10th Floor, New York, New York 10022.
Basswood is the general partner of Basswood Financial Partners, L.P.
(the "Partnership"), and advises Basswood International Fund, Inc.,
a Cayman Islands exempted company ("Basswood International"), and
Whitewood Financial Partners, L.P., a Delaware limited partnership
("Whitewood"), and certain managed accounts (including 1994 Garden
State L.P., a New Jersey limited partnership ("Garden State") ,
which may from time to time acquire Shares. The Partnership,
Basswood International, Whitewood, and Garden State are referred to
collectively as the "Accounts". As of the date hereof, all 96,711
Shares are owned by one or more of the Accounts. From time to time,
Shares may be sold between Accounts in the ordinary course of
investment business.
Matthew Lindenbaum and Bennett Lindenbaum also have investment
discretion over certain other managed accounts which do not
currently own Shares but may in the future buy and sell Shares from
time to time.
None of the Reporting Persons nor any of the juridical Accounts has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). None of the
Reporting Persons nor any of the juridical Accounts 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 state
securities laws or finding any violations with respect to such laws.
Matthew Lindenbaum and Bennett Lindenbaum are citizens of the United
States.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
As of the date hereof, each of the Reporting Persons may be deemed
to beneficially own 96,711 Shares. As of the date hereof, such
Shares are held by the Accounts. The Shares have been purchased in
open market transactions at an aggregate cost of $1,636,472.15. The
funds for the purchase of the Shares held by the Accounts have come
from the various Accounts' respective working capital. No leverage
was used to purchase any of the Shares. However, one or more of the
Accounts' working capital may include the proceeds of margin loans
entered into in the ordinary course of business with Goldman, Sachs
& Co., such loans being secured by the securities owned by such
Accounts.
Item 4. Purpose of Transaction.
-----------------------
All Shares beneficially owned by the Reporting Persons were acquired
for, and are being held for, investment purposes.
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<PAGE>
Basswood currently benefically owns 5.1% of the Company's
outstanding shares and, based on current publicly available
information, is the fifth largest shareholder of the Company.
Basswood has been a shareholder of the Company since March 20, 1998.
Since becoming a shareholder, Basswood has become convinced that the
best means of maximizing value for all of the Company's shareholders
is to sell the Company. This belief is based on Basswood's
disappointment with the financial performance of its investment in
the Company. For the last five years the Company has had an average
annual return of 3.78%; solely for the purposes of comparison,
Basswood notes that the SNL Amex Bank Index and the S&P 500 Index
have had five year annual average returns of 30.56% and 20.25%,
respectively. Moreover, the Company has not made available to
Basswood, through its public reports and statements or otherwise,
information indicating any reasonable prospect for a material
improvement in the performance of our investment in the Company.
At the same time, Basswood believes that at the present time
there are likely to be a number of larger institutions that would
have a serious interest in purchasing the Company. Recent
transactions throughout the country, and specifically in California,
suggest to Basswood that through a sale the Company's shareholders
would likely receive a substantial premium over the current market
price, which we believe the shareholders cannot reasonably expect to
achieve, on a present value basis, if the Company continues its
current course. In Basswood's view as a substantial shareholder, a
failure by the Company's Board of Directors at the very least to
explore seriously the sale option would be inconsistent with its
fiduciary obligations to the shareholders.
To the extent that the Company's Board of Directors does not
share our view, the Reporting Persons intend to communicate with
other shareholders on matters relating to our mutual interests as
shareholders, including but not limited to communicating with
shareholders regarding the financial underperformance by the Company
in the recent past and methods to improve the Company's future
financial performance and the Company's value to its shareholders,
including by way of a sale of the Company.
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<PAGE>
Except as discussed above, the Reporting Persons otherwise have
no plan or proposal which relates to, or would result in, any of the
actions enumerated in Item 4 of the instructions to Schedule 13D.
Item 5. Interest in Securities of Issuer.
---------------------------------
As of the date hereof, the Reporting Persons each may be deemed
to be the beneficial owners of 96,711 Shares. Based on the Company's
Quarterly Report on 10-Q for the quarterly period ended June 30,
1998, at June 30, 1998 there were believed to be a total of
1,913,348 Shares outstanding. Therefore, the Reporting Persons
collectively may be deemed to be the beneficial owners of
approximately 5.1% of the outstanding Shares. The Reporting Persons
collectively have the power to vote, direct the vote, dispose of or
direct the disposition of all the Shares of which they may be deemed
to be the beneficial owners. On September 23, 1998, the Accounts
purchased 20,000 Shares in open market transactions for an aggregate
cost of $281,600. The funds for all such purchases came from such
purchasers' working capital.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
------------------------------------
None.
Item 7. Material to be Filed as Exhibits.
---------------------------------
An agreement relating to the filing of a joint statement as required
by Rule 13a-1(f) under the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc.,
its General Partner
By: /s/ Matthew Lindenbaum
----------------------------------
Matthew Lindenbaum, President
/s/ Matthew Lindenbaum
----------------------------------
(Matthew Lindenbaum)
/s/ Bennett Lindenbaum
----------------------------------
(Bennett Lindenbaum)
October 5, 1998
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<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that the attached Schedule 13D relating to the
Common Stock of Professional Bancorp, Inc. shall be filed on behalf of each of
the undersigned.
Dated: October 5, 1998
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc.,
its General Partner
By: /s/ Matthew Lindenbaum
----------------------------------
Matthew Lindenbaum, President
/s/ Matthew Lindenbaum
----------------------------------
(Matthew Lindenbaum)
/s/ Bennett Lindenbaum
----------------------------------
(Bennett Lindenbaum)
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