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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: October 14, 1999
PROFESSIONAL BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
PENNSYLVANIA 0-11223 95-3701137
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
606 BROADWAY, SANTA MONICA, CA 90401
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 458-1521
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Professional Bancorp, Inc. (the "Company") is filing this report on Form 8-K to
report a change in certifying accountants.
The following sets forth the information required by:
Item 304 (a)(1) of Regulation S-K:
(i) Effective October 1, 1999, KPMG LLP resigned as the Company's
principal accountant.
(ii) KPMG LLP report's on the financial statements for the past two
fiscal years did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit
scope or accounting principles.
(iii) The resignation of KPMG LLP was accepted by the Audit Committee of
the Company's Board of Directors.
(iv) In the process of preparing the Company's financial results for the
fiscal year ended December 31, 1998, the Company quantified its
allowance for loan losses in an amount with which KPMG LLP
disagreed. The matter was discussed among the Company's management,
the Audit Committee and KPMG LLP and was resolved by the Company
adjusting its financial statements to reflect a level of allowance
for loan losses agreeable to the Company and KPMG LLP. Other than
the foregoing, there were no disagreements with KPMG LLP on any
matter of accounting principles or practices, financial statement
disclosures or auditing scope or procedure during the past two
fiscal years and subsequent interim periods preceding the
resignation of KPMG LLP.
(v) During the Company's two most recent fiscal years and subsequent
interim periods, there have occurred none of the "reportable events"
listed in Item 304 (a)(1)(v)(A-D) of regulation S-K.
The Company's Audit Committee and Board of Directors are in the process of
interviewing successor accountants and expects to announce the new accountants
soon.
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Item 304 (a)(3) of Regulation S-K:
The Company has requested and received from KPMG LLP the letter required by Item
304(a)(3) of Regulation S-K. Such letter is filed as an exhibit to this report,
and states that KPMG LLP agrees with the statements made by the Company in this
report in response to Item 304 (a)(1) of Regulation S-K.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
1. Letter provided by KPMG LLP as former Accountant pursuant to
Item 304 (a)(3) of Regulation S-K.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 14, 1999 Professional Bancorp, Inc.
By: /s/ Julie P. Thompson
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Julie P. Thompson
Chairman of the Board
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Exhibit No. 1
October 12, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Professional Bancorp, Inc. and,
under the date of April 19, 1999, we reported on the consolidated financial
statements of Professional Bancorp, Inc. and subsidiary as of and for the years
ended December 31, 1998 and 1997. On October 1, 1999, we resigned. We have
read Professional Bancorp, Inc.'s statements included under Item 4 of its Form
8-K dated October 8, 1999, and we agree with such statements, except that we are
not in a position to agree or disagree with Professional Bancorp, Inc.'s
statements that the resignation was accepted by the Audit Committee of the Board
of Directors, and that the Audit Committee and Board of Directors are in the
process of interviewing successor accountants.
Very truly yours,
KPMG LLP
