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SCHEDULE 13D
BENEFICIAL OWNERSHIP REPORTING
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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 4, 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
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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 575,400
Number of
Shares
Beneficially 8. Shared Voting Power 0
Owned by
Each
Reporting 9. Sole Dispositive Power 575,400
Person
With:
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
The Reporting Persons currently beneficially owns 575,400 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 8,054,720 shares of Issuers
common stock.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11)
40.5% upon the closing of the transactions contemplated in the Stock
Purchase Agreements.
14. Type of Reporting Person (See Instructions)
CO
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13D
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CUSIP NO. 69316G 10 8
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.
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 purchases under
the stock purchase agreements 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
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13D
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The Reporting Person intends on acquiring control of the
issuer.
CUSIP NO. 69316G 10 8
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person currently beneficially owns
575,400 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 8,054,720 shares of Issuers
common stock.
The Reporting Person will own 40.5% upon the closing
of the transactions contemplated in the Stock
Purchase Agreements.
(b) Number of shares as to which the person has:
<TABLE>
<S> <C>
Sole power to vote or to direct the vote: 575,400
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition of: 575,400
Shared power to dispose or to direct the disposition of: 0
</TABLE>
(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:
From 10/31/00 - 11/28/00
The Reporting Person
Purchased 575,400 shares on the open market at an
average price of $7.45 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 7,474,320
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.
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13D
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CUSIP NO. 69316G 10 8
Item 7. Materials to be Filed as Exhibits
None
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
