UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT: AUGUST 10, 2000
PROFESSIONAL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
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)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 458-1521
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ITEM 5. OTHER ITEMS
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On August 7, 2000, 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 First Community
Bancorp.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Professional Bancorp, Inc.
Dated: August 10, 2000 By: /s/ Larry Patapoff
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Larry Patapoff
Senior Vice-President
and Chief Financial Officer
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PRESS RELEASE
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First Community Bancorp Professional Bancorp
(NASDAQ: FCBP) (AMEX: MDB)
PO Box 2388
6110 El Tordo 606 Broadway
Rancho Santa Fe, CA 92067 Santa Monica, California 90401
Contact: James A. Boyce Contact: Gene F. Gaines
President and President and
Chief Executive Officer Chief Executive Officer
Phone: 858.756.7077 Phone: 310.458.1521
Fax: 858.756.5797 Fax: 310.458.4508
FOR IMMEDIATE RELEASE
FIRST COMMUNITY BANCORP ANNOUNCES ACQUISITION
OF PROFESSIONAL BANCORP
August 7, 2000
Rancho Santa Fe, California . . . First Community Bancorp ("First
Community") and Professional Bancorp, Inc. ("Professional") announced on August
7, 2000 that they had signed a definitive agreement under which First Community
will acquire Professional and its wholly-owned subsidiary, First Professional
Bank, N.A. ("First Professional"). Under terms of the agreement, shareholders of
Professional will receive either $8.00 in cash or 0.55 shares of First Community
common stock for each share of Professional common stock. Professional
shareholders will have the option to choose either cash or stock consideration.
In the event that more than 50% of Professional shareholders choose common stock
or cash, the consideration will be prorated such that the aggregate
consideration received by shareholders of Professional will total approximately
559,000 shares of First Community common stock and approximately $8.1 million in
cash. For Professional shareholders receiving stock, 0.55 shares of First
Community common stock will be received for each share of Professional common
stock, subject to certain limitations based on the trading price of First
Community.
As of June 30, 2000 Professional has $268 million in assets and has
five branches in Santa Monica, Beverly Hills, Pasadena, Tarzana and Redlands.
Professional focuses on serving the healthcare community. Gene Gaines, President
and CEO of Professional, will join the Board of Directors of First Community.
<PAGE>
Jim Boyce, President and CEO of First Community, stated "First
Community is excited about adding a banking hub in Los Angeles, especially one
with a strong niche serving the healthcare industry. With First Community's
expertise in the credit area and First Professional's market niche, there should
be significant benefits to both organizations. We expect the acquisition to be
accretive to earnings in 2001."
Professional's Chairman and CEO, Gene Gaines, stated "Although First
Professional is making good progress in correcting its credit problems, First
Community Bancorp's offer should provide current shareholders with a better and
quicker return on their investment and the opportunity to continue their
involvement and support."
Pro forma with Professional, First Community will have approximately
$610 million in assets and three banking subsidiaries: Rancho Santa Fe National
Bank, First Community Bank and First Professional Bank, N. A.. Rancho Santa Fe
National Bank serves San Diego County with four branches. First Community serves
the desert communities of the Coachella Valley and the Morongo Basin with six
branches. First Professional serves west Los Angeles, Pasadena, Tarzana and
Redlands with five branches.
MAJOR TERMS OF THE TRANSACTION
Price per share $8.00 per share
with a cash or
stock election.
This is expected
to be a 50/50 split.
Aggregate value $16.2 million
Price to book (June 30) 1.08 X
Price to deposits 6.5%
Fixed exchange ratio within range: 0.55
Low end of collar ($12.325)
High end of collar ($16.675)
Floating exchange ratio outside of collar
Target closing date December 2000 (subject
to regulatory and
shareholder approval)
<PAGE>
Market Makers
Brookstreet Securities, Pacific Crest Securities and Keefe, Bruyette and Woods
have informed us that they intend to make a market in First Community Bancorp
common stock.
Forward-Looking Statements
This press release includes forward-looking statements that involve inherent
risks and uncertainties. First Community Bancorp, Rancho Santa Fe National Bank,
First Community Bank of the Desert and Professional Bancorp Inc., First
Professional Bank, N. A. caution readers that a number of important factors
could cause actual results to differ materially from those in the
forward-looking statements. These factors include economic conditions and
competition in the geographic and business areas in which First Community
Bancorp, Rancho Santa Fe National Bank, First Community Bank of the Desert,
Professional Bancorp Inc. and First Professional Bank, N. A. operate, inflation,
fluctuations in interest rates, legislation and governmental regulation and the
progress of integrating the operations of First Community Bancorp, Rancho Santa
Fe National Bank, First Community Bank of the Desert, Professional Bancorp Inc.
and First Professional Bank, N. A.
