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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.: 1
Name of Issuer: Professional Bancorp, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 743112-10-4
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Jay Spellman & Redwood Asset Management, L.P.
200 Park Avenue
Suite 3900
New York, New York 10166
(Date of Event which Requires Filing of this Statement)
August 9, 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 [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 743112-10-4
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Jay Spellman
2. Check the Appropriate Box if a Member of a Group
a.
b. x
3. SEC Use Only
4. Source of Funds
AF, PF
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:
8. Shared Voting Power:
1,000
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
.05%
14. Type of Reporting Person
IN
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CUSIP No. 743112-10-4
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Redwood Asset Management, 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 if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
9. Sole Dispositive Power:
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
PN
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report the disposition of shares of the Common
Stock (the "Shares") of Professional Bancorp, Inc. (the
"Company") made by Jay Spellman and Redwood Assset Management,
L.P. ("Redwood").
Item 1. Security and Issuer
This statement relates to shares Common Stock (the
"Shares") of Professional Bancorp, Inc. (the "Company"). The
Company's principal executive office is located at 606 Broadway,
Santa Monica, California, 90401.
Item 2. Identity and Background
This statement is being filed on behalf of Jay Spellman
and Redwood Asset Management, L.P. ("Redwood"). The address of
Mr. Spellman and Redwood Asset Management, L.P. is 200 Park
Avenue, Suite 3900, New York, New York 10166.
Mr. Spellman is a United States Citizen. Mr. Spellman
is a sole owner of a Delaware corporation which serves as the
investment manager to various managed accounts and managing
member of a Delaware limited liability company which serves as
the general partner of a private investment partnership. Redwood
Asset Management, L.P., a limited partnership organized under the
laws of the State of Delaware, is a private investment
partnership.
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Neither Mr. Spellman nor Redwood has, during the last
five years, been convicted in any criminal proceeding.
Neither Mr. Spellman nor Redwood has, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Spellman may be deemed to
beneficially own 1,000 Shares and Redwood may be deemed to
benefially own 0 Shares. Shares were purchased in open market
transactions. The funds for the purchase of the Shares held by
Redwood came from its working capital. The funds for the
purchase of the Shares held by Mr. Spellman came from the working
capital of each of the managed accounts and the private
investment partnership that are managed by entities that Mr.
Spellman controls and from his own personal funds. Redwood uses
margin in the ordinary course of its business. Mr. Spellman did
not use borrowed funds in connection with the purchase of Shares.
Item 4. Purpose of Transaction
N/A
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Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Spellman is the beneficial
owner of 1,000 Shares of the Company. Based on the Company's
latest 10-Q, as of June 30, 2000 there were a total of 2,030,754
outstanding Shares. Therefore, Mr. Spellman beneficially owns
0.05% of the outstanding Shares. Mr. Spellman has the power to
vote, direct the vote, dispose of or direct the disposition of
all the Shares of the Company that are currently beneficially
owned by him.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
As of October 23, 1998 Mr. Spellman and Redwood
reserve the right to jointly vote all of the Shares each
owns.
Item 7. Material to be Filed as Exhibits
A joint acquisition statement is filed herewith as
Exhibit A. A description of the transactions in the Shares
that were effected by Mr. Spellman and Redwood over the past
60 days is filed herewith as Exhibit B.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
August 21, 2000
Date
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/s/ Jay Spellman
_____________________________
Jay Spellman
Redwood Asset Management, L.P.
By: Steven Braverman, General Partner
/s/ Steven Braverman
_____________________________
Steven Braverman
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EXHIBIT A
JOINT FILING STATEMENT
PURSUANT TO RULE 13D-1(f)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D, as amended, is filed on behalf of each
of the undersigned and that all subsequent amendments to this
statement on Schedule 13D, as amended, shall be filed on behalf
of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not
be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or
it knows or has reason to believe that such information is
inaccurate.
Dated: August 21, 2000
/s/ Jay Spellman
_____________________________
Jay Spellman
Redwood Asset Management, L.P.
By: Steven Braverman, General Partner
/s/ Steven Braverman
_____________________________
Steven Braverman
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EXHIBIT B
Sale Number Price
Date of Shares per Share
3/22/00 11,800 $4.91
8/9/00 128,100 7.0325
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02228002.AB8
