UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
December 16, 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:
150,211
9. Sole Dispositive Power:
10. Shared Dispositive Power:
150,211
11. Aggregate Amount Beneficially Owned by Each Reporting Person
150,211
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.5%
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:
150,211
9. Sole Dispositive Power:
10. Shared Dispositive Power:
150,211
11. Aggregate Amount Beneficially Owned by Each Reporting Person
150,211
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.5%
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:
150,211
9. Sole Dispositive Power:
10. Shared Dispositive Power:
150,211
11. Aggregate Amount Beneficially Owned by Each Reporting Person
150,211
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
7.5%
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:
150,211
9. Sole Dispositive Power:
10. Shared Dispositive Power:
150,211
11. Aggregate Amount Beneficially Owned by Each Reporting Person
150,211
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
7.5%
14. Type of Reporting Person
IN
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<PAGE>
This Amendment No. 1 has been filed for the purpose of amending the disclosure
in Items 3, 5 and 7 relating to 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.
Item 1. Security and Issuer.
--------------------
No change.
Item 2. Identity and Background.
------------------------
No change.
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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 150,211 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 $2,530,469.47. 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.
-----------------------
No change.
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<PAGE>
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 150,211 Shares. Based on the Company's
Quarterly Report on 10-Q for the quarterly period ended September 30,
1998, at October 1, 1998 there were believed to be a total of
1,995,243 Shares outstanding. Therefore, the Reporting Persons
collectively may be deemed to be the beneficial owners of
approximately 7.5% 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 December 8, 1998, the Accounts
purchased 7,000 Shares in open market transactions for an aggregate
cost of $116,935. On December 16, 1998, the Accounts purchased 30,000
Shares in open market transactions for an aggregate cost of $498,000.
On December 24, 1998, the Accounts purchased 3,000 Shares in open
market transactions for an aggregate cost of $48,150. On December 30,
1998, the Accounts purchased 3,500 Shares in open market transactions
for an aggregate cost of $58,952.60. On December 31, the Accounts
purchased 10,000 Shares in open market transactions for an aggregate
cost of $171,050. 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.
------------------------------------
No change.
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)
January 4, 1999
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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: January 4, 1999
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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