SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 28, 1999
FirstFed Financial Corp.
(Exact name of registrant as specified in its charter)
Delaware 1-9566 95-4087449
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
401 Wilshire Boulevard, Santa Monica, California, 90401-1490
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310)319-6000
Total number of pages is 4
Index to Exhibit is on Page 3.
2
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Item 5. Other Events.
On June 28, 1999, the registrant, FirstFed Financial Corp., issued a press
release. A copy of this press release is attached and incorporated herein as
Exhibit 99.
Item 7. Financial Statements and Exhibits
a) Financial Statements of businesses acquired.
Not applicable.
b) Pro forma financial information.
Not applicable.
c) Exhibits
99. Press release dated June 28, 1999.
S I G N A T U R E S
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 thereunto duly authorized.
FIRSTFED FINANCIAL CORP.
Dated: June 28, 1999 By: /s/ Babette E. Heimbuch
-----------------------
Name: Babette E. Heimbuch
Title: President and CEO
3
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INDEX TO EXHIBITS
Item Page
99 Press Release dated June 28, 1999 4
1
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Santa Monica, California, June 28, 1999 - FirstFed Financial Corp.
(NYSE, symbol "FED"), parent company of First Federal Bank of California,
announced today that it has entered into a Letter of Intent to purchase
Professional Bancorp, Inc. (AMEX symbol "MDB"), parent company for First
Professional Bank. First Federal Bank is a $3.8 billion asset federal
savings bank headquartered in Santa Monica, California. Through its 24
retail banking offices and 6 loan offices in Southern California, it offers a
wide range of financial services, including real estate loans (residential
and income property) and consumer banking products. First Professional Bank
is a $250 million asset commercial bank, also headquartered in Santa Monica,
California. First Professional Bank offers a wide range of commercial
banking services primarily directed towards the healthcare industry. It
currently offers these services through six locations and an extensive
courier service in Southern California.
Ms. Babette Heimbuch, Chief Executive Officer and President of
FirstFed, stated that "this transaction represents a significant step in our
plan to expand the products and services of our company and continue our
development as a full service financial institution." Ms. Heimbuch further
stated that "the addition of Ms. Melinda McIntyre-Kolpin and her management
team to FirstFed will provide the combined institution with the management
resources necessary to complete our strategic plan."
The transaction calls for FirstFed to pay $23.50 in cash for each share
of Professional Bancorp stock. The acquisition, which is subject to several
conditions including negotiation of a definitive agreement, regulatory
approval and approval of Professional Bancorp's shareholders, is expected to
close in the fourth quarter of 1999 or the first quarter of 2000. The
anticipated purchase price is 23.5 times Professional Bancorp's estimated
1999 earnings and 1.84 times its current book value per share.
A condition to consummation of the acquisition is the negotiation of an
agreement whereby FirstFed Financial Corp. will acquire Network Health
Financial Services, a privately owned company of which Ms. McIntyre-Kolpin is
the Chief Executive Officer. Network Health currently provides First
Professional Bank with management and marketing services related to the
healthcare industry. It is intended that Ms. McIntyre-Kolpin will remain Chief
Executive Officer of NHFS (which will become a wholly owned subsidiary of First
Federal Bank of California), and will continue to manage the combined Bank's
healthcare financial services business.
This press release contains certain forward-looking statements that are
subject to various factors which could cause actual results to differ
materially from such statements. Such factors include, but are not limited
to, (1) the possibility that the transactions discussed herein may not be
consummated or may be delayed, (2) the possibility that the terms of such
transactions, if consummated, may differ from the terms described herein, and
(3) changing economic, market or business conditions.
