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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 28, 1999
PROFESSIONAL BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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PENNSYLVANIA 0-11223 95-3701137
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
606 BROADWAY, SANTA MONICA, CA 90401
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (310) 458-1521
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ITEM 5. OTHER EVENTS
On June 28, 1999, Professional Bancorp, Inc. (the "Company") announced
through the attached press release that the Company has agreed in principle to
terms of a transaction under which it and its wholly owned subsidiary First
Professional Bank, N.A. are to be acquired by FirstFed Financial Corp.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PROFESSIONAL BANCORP, INC
Date: June 28, 1999 By: /s/ Eric J. Woodstrom
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Acting Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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1 Press Release, dated June 28, 1999, announcing the
proposed agreement with FirstFed Financial Corp.
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EXHIBIT 1
PRESS RELEASE DATED: June 28, 1999
Monday, June 28, 1999
Company Press Release
June 28, 1999 - SANTA MONICA, CA - The Board of Directors of Professional
Bancorp, Inc. (Company) (AMEX:MDB) today announced the Company has agreed in
principle to terms of a transaction under which it and its wholly owned
subsidiary First Professional Bank, N.A. are to be acquired by FirstFed
Financial Corp. (FirstFed) (FED-NYSE), a Santa Monica based savings bank holding
company with assets of $3.8 billion. Under the terms of the proposed agreement,
the outstanding shares of Professional Bancorp, Inc. will be acquired in a cash
transaction for twenty-three dollars and fifty cents per share ($23.50). Holders
of options and warrants will receive cash equal to the difference between $23.50
and the exercise price of the option or warrant. The transaction is subject to
the parties executing a definitive agreement, regulatory and shareholder
approvals. It is anticipated that the transaction will close in the fourth
quarter of 1999 or the first quarter of 2000.
"The Board diligently evaluated several strategic options over the course
of the past months and are certain that the combination with FirstFed best
achieves our specific objectives; to enhance shareholder value and to increase
our ability to serve our clients' growing needs. We are please with the
successful outcome and look forward to a smooth transaction process with
FirstFed," stated Julie Thompson, Chairman of the Board of Professional Bancorp,
Inc.
FirstFed operates 24 full service branches and 6 loan offices in Southern
California. FirstFed's principal business lines center in retail and commercial
real estate banking services coupled with strategic ancillary products and
divisions. Melinda McIntyre-Kolpin, President and CEO of First Professional Bank
said, "The compliment of FirstFed's core products coupled with First
Professional Bank's commercial and healthcare business banking foundation is a
natural fit. Together, the companies will have the resources to effectively
leverage their respective core competencies bringing about a complete array of
financial products and services to the markets we serve. This combination
provides an opportunity for First Professional Bank to continue to deliver its
current specialized products to its clientele, as well as expanding the breadth
and depth of its product lines."
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Ms. McIntyre also stated, "The management of Professional Bancorp, Inc. and
First Professional Bank are excited to join with a management team of the
caliber of that of FirstFed. This combination meets our strategic objective for
enhanced client services in our market niche and offers our employees continued
career growth opportunities."
This press release contains certain forward looking statements that are
subject to various factors which could cause actual results to differ materially
for such statements. Such factors include, but are not limited to, (1) the
possibility that the transactions discussed herein may not be consummated or may
be delayed, (2) the possibility that the terms of such transactions, if
consummated, may differ from the terms described herein, and (3) changing
economic, market or business conditions.
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