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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: Professional Bancorp, Inc.
Title of Class of Securities: Common Stock, Par Value $0.008
per share
CUSIP Number: 743112-10-4
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Marc Samit, c/o Basswood Partners, L.L.C.
645 Madison Avenue, New York, New York 10022
(Date of Event which Requires Filing of this Statement)
June 13, 2000
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
CUSIP No. 743112-10-4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Basswood Partners, L.L.C.
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 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:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
PN
3
CUSIP No. 743112-10-4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Basswood Capital Management, L.L.C.
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 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:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
CO
5
CUSIP No. 743112-10-4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 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:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
IN
7
CUSIP No. 743112-10-4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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 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:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
8
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
IN
9
This Amendment No. 2 has been filed for the purpose of
amending the disclosure in Items 3, 4 and 5 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.L.C.
("Basswood"), Basswood Capital Management, L.L.C.,
Bennett Lindenbaum and Matthew Lindenbaum (the
"Reporting Persons"). On June 13, 2000, the Reporting
Persons sold all of the Shares which they were deemed to
beneficially own in an open market or in privately
regulated transactions or in any other lawful manner.
This amendment is being filed to disclose this event and
notice that the reporting obligations of the Reporting
Persons with regard to the Shares have now ceased.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
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 0 shares. The Shares have
been sold in open market transactions or in any other
lawful manner.
Item 4. Purpose of Transactions.
The Shares held by the above mentioned entities were
acquired for, and were held for, investment purposes.
The acquisitions of the Shares were made in the ordinary
course of the Reporting Person's business or investment
activities, as the case may be. The Reporting Person,
on behalf of the above mentioned entities, disposed of
the Shares in open market transactions or in any other
lawful manner.
Item 5. Interest in Securities of Issuer.
(a) The Reporting Person beneficially owns 0 of the
Shares and 0 Shares represents 0% of the Issuer's
outstanding Shares.
(b) The Reporting Person has sole power to vote and to
dispose of the 0 Shares.
10
(c) On June 13, 2000, all 137,911 Shares were sold in
open market or in privately registered transactions
or in any other lawful manner.
(d) No other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of
the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described herein, there are no contracts,
arrangements, understandings or relationships between
the persons named in Item 2 hereof or between such
persons and any other person with respect to any
securities of the Issuer.
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.
11
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.L.C.
By: /s/ Matthew Lindenbaum
____________________________________
Matthew Lindenbaum, Managing Member
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
By: /s/ Matthew Lindenbaum
____________________________________
Matthew Lindenbaum, Managing Member
/s/ Matthew Lindenbaum
____________________________________
(Matthew Lindenbaum)
/s/ Bennett Lindenbaum
____________________________________
(Bennett Lindenbaum)
June 14, 2000
12
EXHIBIT A
Agreement
The undersigned agree that the
attached Schedule 13D
Amendment No. 2 relating to the Common Stock of Professional
Bancorp, Inc. shall be filed on behalf of each of the
undersigned.
Dated: June 14, 2000
BASSWOOD PARTNERS, L.L.C.
By: /s/ Matthew Lindenbaum
____________________________________
Matthew Lindenbaum, Managing Member
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
By: /s/ Matthew Lindenbaum
____________________________________
Matthew Lindenbaum, Managing Member
/s/ Matthew Lindenbaum
____________________________________
(Matthew Lindenbaum)
/s/ Bennett Lindenbaum
____________________________________
(Bennett Lindenbaum)
00705-001.AR2
