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AMENDED SCHEDULE 13D
BENEFICIAL OWNERSHIP REPORTING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
PBOC HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title and Class of Securities)
69316G 10 8
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(CUSIP Number)
Michael F. Dunning
FBOP Corporation
11 West Madison Street
Oak Park, IL 60302
(708) 386-5000
(Name, Address and Telephone Number of Person Authorized to receive
Notices and Communications)
December 8, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of rule 240.13d-1(e), 240.13d-I(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sec.240.13d-7 for other
parties to whom copies are to be sent.
*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 othe provisions of the Act (however, see the Notes).
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13D/A
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CUSIP NO. 69316G 10 8
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only) (VOLUNTARY)
FBOP Corporation
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds (See Instructions):
AF and/or OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e):
N/A
6. Citizenship or Place of Organization
Illinois
7. Sole Voting Power 975,400
Number of
Shares
Beneficially 8. Shared Voting Power 1,019,571*
Owned by
Each
Reporting 9. Sole Dispositive Power 975,400
Person
With:
10. Shared Dispositive Power 0
* Pursuant to proxies granted in connection with the
Agreement and Plan of Merger and further described in item
6.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
As further disclosed in Item 5, the Reporting Person will Beneficially own
9,474,291 or 47.7% of the outstanding common stock upon the closing of the
transactions contemplated in the Stock Purchase Agreements.
Also, as further described in item 6, the Reporting Person has entered into
an Agreement and Plan of Merger with the Issuer, pursuant to which the
Reporting Person will acquire all outstanding shares of the Issuer.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11)
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CUSIP NO. 69316G 10 8
47.7% upon the closing of the transactions contemplated in the Stock
Purchase Agreements, and 100% upon the closing of the transactions
contemplated in the Agreement and Plan of Merger.
14. Type of Reporting Person (See Instructions)
CO
Item 1. Security and Issue
PBOC Holdings, Inc. (a Delaware Corporation)
5900 Wilshire Boulevard
Los Angeles, CA 90036
Common Stock, $0.01 par value
Item 2.
(a) Name of Person Filing:
FBOP Corporation
(b) State or Other Place of Organization
Illinois
(c) Principal Business
Bank and Thrift Holding Company
(d) Address of Principal Business
11 West Madison Street
Oak Park, IL 60302
(e) Address of Principal Office
11 West Madison Street
Oak Park, IL 60302
(f) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors)
(g) The Reporting Person has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which was or is subject to a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State
securities laws or a finding of any violation with respect to such
laws.
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CUSIP NO. 69316G 10 8
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has funded the shares it currently owns with
dividends from affiliated depository institutions.
The Reporting Person anticipates funding the transactions described in
the stock purchase agreements and the Agreement and Plan of Merger
with dividends from affiliated depository institutions and/or debt
from unaffiliated correspondent banks in which American National Bank,
Chicago, Illinois, will be acting as the lead lender.
Item 4. Purpose of the Transaction
The Reporting Person intends on acquiring control of the issuer.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person currently beneficially owns 975,400 shares
of common stock of Issuer. As further disclosed in item 6, the
Reporting Person has entered into Stock Purchase Agreements to
acquire an additional 7,479,320 shares of Issuer's common stock.
Upon the closing of the transactions contemplated by the Stock
Purchase Agreements, the Reporting Person will beneficially own
8,454,720 shares of Issuer's common stock.
Also, as further described in item 6, the Reporting Person has
entered into an Agreement and Plan of Merger with the Issuer,
pursuant to which the Reporting Person will acquire all
outstanding shares of the Issuer. In connection with the
Agreement and Plan of Merger, proxies to vote 1,019,571 shares of
common stock have been granted to the Reporting Person. These
proxies are further described in item 6.
The Reporting Person will own 47.7% of the outstanding common
stock upon the closing of the transactions contemplated in the
Stock Purchase Agreements, and 100% of the outstanding common
stock upon the closing of the transactions contemplated in the
Agreement and Plan of Merger.
(b) Number of shares as to which the person has:
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Sole power to vote or to direct the vote: 975,400
Shared power to vote or to direct the vote: 1,019,571*
Sole power to dispose or to direct the disposition of: 975,400
Shared power to dispose or to direct the disposition of: 0
</TABLE>
* Pursuant to proxies granted in connection with the Agreement
and Plan of Merger and further described in item 6.
(c) Describe any transactions in the class of securities reported on
that were effected during the past sixty days or since the most
recent filing of Schedule 13D:
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CUSIP NO. 69316G 10 8
From 10/31/00 - 12/5/00, the Reporting Person purchased 975,400
shares on the open market at an average price of $8.24 per share.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On November 1, 2000, November 7, 2000, and November 30, 2000 the
Reporting Person entered into Stock Purchase Agreements with the
Trustees of the Estate of Bernice Pauahi Bishop, Honolulu,
Hawaii, BIL Securities (Offshore) Ltd., Wellington, New Zealand
and Advisory Research Inc., Chicago, Illinois, respectively. The
agreements are substantially the same and provide that the
Reporting Persons will acquire a total of 7,479,320 shares of
common stock for $10.00 per share. The obligation and right of
the Reporting Person to purchase the shares is subject to certain
contingencies, including approval of applicable federal bank
regulatory agencies. Although the Reporting Person will not
beneficially own these 7,479,320 shares until the material
contingencies are satisfied, the Reporting Person has elected to
file this schedule 13D to report the execution of the Stock
Purchase Agreements.
On December 8, 2000, the Reporting Person entered into an
Agreement and Plan of Merger with the Issuer, pursuant to which
the Reporting Person will acquire all outstanding shares of the
Issuer. The Agreement provides, among other things, that as a
result of the merger, each outstanding share of common stock of
the Issuer will be converted into the right to receive $10.00 in
cash. Consummation of the merger is subject to a number of
conditions, including, but not limited to, the approval of the
merger by the shareholders of the Issuer and the receipt of
requisite regulatory approvals.
In accordance with the Agreement and Plan of Merger, the
Reporting Person has received proxies, each in the form attached
to the Merger Agreement, to vote 1,019,571 shares of common stock
of the Issuer to enable the Issuer to consummate the merger. The
proxies represent shares owned by Arbur, Inc. (637,418 shares)
and each of the following members of the Board of Directors of
the Issuer: Murray Kalis (5,000 shares), J. Michael Holmes
(74,403 shares), Rudolf P. Guenzel (281,910), C. Stephen
Mansfield (500 shares), John F. Davis (8,000 shares) and Carl
Lobue (12,340 shares).
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CUSIP NO. 69316G 10 8
Item 7. Materials to be Filed as Exhibits
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Exhibit 2.1 Agreement and Plan of Merger, dated as of December 8, 2000*
Exhibit 99.1 Form of Proxy
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* Incorporated by reference to Exhibit 2.1 of PBOC Holdings, Inc.'s
Form 8-K filed December 12, 2000
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Signature: /s/ Michael F. Dunning
Name: Michael F. Dunning
Title: Chief Financial Officer
