0000899140-12-000359.txt : 20120510 0000899140-12-000359.hdr.sgml : 20120510 20120510171805 ACCESSION NUMBER: 0000899140-12-000359 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120510 DATE AS OF CHANGE: 20120510 GROUP MEMBERS: BASSWOOD ENHANCED LONG SHORT FUND LP GROUP MEMBERS: BASSWOOD ENHANCED LONG SHORT GP LLC GROUP MEMBERS: BASSWOOD FINANCIAL ENHANCED FUND LP GROUP MEMBERS: BASSWOOD FINANCIAL FUND L.P. GROUP MEMBERS: BASSWOOD OPPORTUNITY FUND INC. GROUP MEMBERS: BASSWOOD OPPORTUNITY PARTNERS LP GROUP MEMBERS: BASSWOOD PARTNERS L.L.C. GROUP MEMBERS: BENNETT LINDENBAUM GROUP MEMBERS: MATTHEW LINDENBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: First California Financial Group, Inc. CENTRAL INDEX KEY: 0001370291 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 383737811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82956 FILM NUMBER: 12831350 BUSINESS ADDRESS: STREET 1: 3027 TOWNSGATE ROAD STREET 2: SUITE 300 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 805-437-4293 MAIL ADDRESS: STREET 1: 3027 TOWNSGATE ROAD STREET 2: SUITE 300 CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSWOOD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001085393 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125219500 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 b7773897a.htm SCHEDULE 13D, AMENDMENT #1 b7773897a.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

First California Financial Group, Inc.
(Name of Issuer)


Common Stock, $0.01 Par Value 
(Title of Class of Securities)

319395109
(CUSIP Number)

Matthew Lindenbaum
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
(212) 521-9500 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(with copies to)
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000

May 10, 2012 
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 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 disclosures provided in a prior cover page.
 
The information required on 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).
 
 
 
 
 
 
 
 

CUSIP No.  319395109
  
Page 2 of 12 Pages
1
NAME OF REPORTING PERSON
 
Basswood Capital Management, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)            o
 
 
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
 
1,527,209 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,527,209 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,527,209 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)         o
   
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
 



 
 
 


CUSIP No.  319395109
  
Page 3 of 12 Pages
1
NAME OF REPORTING PERSON
 
Basswood Partners, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)         o
 
 
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
 
738,407 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
738,407 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
738,407 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
 

 
 
 
 
 
 

 
CUSIP No.  319395109
  
Page 4 of 12 Pages
1
NAME OF REPORTING PERSON
 
Basswood Enhanced Long Short GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)         o
 
 
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
 
529,228 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
529,228 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
529,228 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
 
 
 
 

 
CUSIP No.  319395109
  
Page 5 of 12 Pages
1
NAME OF REPORTING PERSON
 
Basswood Opportunity Partners, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)         o
 
 
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
 
500,826 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
500,826 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
500,826 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)         o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 

 
 
 
 
 
 

 
CUSIP No.  319395109
  
Page 6 of 12 Pages
1
NAME OF REPORTING PERSON
 
Basswood Financial Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)         o
 
 
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
 
229,898 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
229,898 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
229,898 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.8%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
 
 
 
 
 
 
 
 

 
CUSIP No.  319395109
  
Page 7 of 12 Pages
1
NAME OF REPORTING PERSON
 
Basswood Financial Enhanced Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)         o
 
 
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
 
7,683 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
7,683 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,683 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
 
 
 
 

 
CUSIP No.  319395109
  
Page 8 of 12 Pages
1
NAME OF REPORTING PERSON
 
Basswood Enhanced Long Short Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)       o  
 
 
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
 
529,228 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
529,228 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,228 (see Item 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.8%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
 
 
 
 

 
CUSIP No.  319395109
  
Page 9 of 12 Pages
1
NAME OF REPORTING PERSON
 
Basswood Opportunity Fund, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)         o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
259,574 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
259,574 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
259,574 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.9%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
 
 
 
 
 

CUSIP No.  319395109
  
Page 10 of 12 Pages
1
NAME OF REPORTING PERSON
 
Matthew Lindenbaum
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)         o
 
 
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
 
1,527,209 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,527,209 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,527,209 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
 

 

CUSIP No.  319395109
  
Page 11 of 12 Pages
1
NAME OF REPORTING PERSON
 
Bennett Lindenbaum
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                             (a)   o
(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)         o
 
 
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
 
1,527,209 (see Item 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,527,209 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,527,209 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)      o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN


 
 
 
 
 
Item 1.                  Security and the Issuer

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the common stock, par value $0.01 (the “Common Stock”), of First California Financial Group, Inc., a Delaware corporation (the “Issuer”), and amends the Schedule 13D filed on April 2, 2012 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”).  The address of the Issuer’s principal executive offices is 3027 Townsgate Road, Suite 300, Westlake Village, California 91361.

This Amendment No. 1 is being filed on behalf of Basswood Capital Management, L.L.C. (the “Management Company”), Basswood Partners, L.L.C. (“Basswood Partners”), Basswood Enhanced Long Short GP, LLC (“Basswood Long Short GP”), each a Delaware limited liability company, Basswood Opportunity Partners, LP, Basswood Financial Fund, LP, Basswood Financial Enhanced Fund, LP, Basswood Enhanced Long Short Fund, LP, each a Delaware limited partnership, Basswood Opportunity Fund, Inc., a Cayman Islands corporation (collectively, the “Funds”), and Matthew Lindenbaum and Bennett Lindenbaum (together with the Management Company, Basswood Partners, Basswood Long Short GP and the Funds, the “Reporting Persons”).

This Amendment No. 1 is being filed to amend Item 4 and Item 7 of the Schedule 13D as follows:

Item 4.                  Purpose of Transaction.

Item 4 of the Schedule 13D is amended to reflect the following:

                On May 10, 2012, the Management Company sent to the Issuer’s board of directors (the “Board of Directors”) a letter (the “May 10 Letter”) expressing its deep concern that the Issuer has ignored the $7.25 per share acquisition proposal by PacWest Bancorp (“PacWest”); criticizing the flimsy basis for not entering into discussions with PacWest; and stating that if the Issuer fails to begin discussions with PacWest concerning its proposal or fails to undertake a sale process to better maximize shareholder value, the Management Company will not hesitate to begin the process of calling a special meeting to remove the FCAL board.  A copy of the May 10 Letter is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 7.                  Material to be filed as Exhibits.

Item 7 of the Schedule 13D is amended to reflect the following:

Exhibit 99.2 – The Management Company’s Letter, dated May 10, 2012, to the Issuer’s Board of Directors
 
 
 
 
 
 
 
 
SIGNATURES
 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
 
 
Dated: May 10, 2012
  
BASSWOOD CAPITAL MANAGEMENT, L.L.C.
  
       
   
By:  /s/ Matthew Lindenbaum                                 
 
     
Name: Matthew Lindenbaum
Title:   Managing Member
  
       
       
Dated: May 10, 2012
  
BASSWOOD PARTNERS, L.L.C.
   By: Basswood Capital Management, L.L.C.
  
       
   
By:  /s/ Matthew Lindenbaum                                 
 
     
Name: Matthew Lindenbaum
Title:   Managing Member
  
       
       
Dated: May 10, 2012
  
BASSWOOD ENHANCED LONG SHORT GP, LLC
   By: Basswood Capital Management, L.L.C.
  
       
   
By:  /s/ Matthew Lindenbaum                                 
 
     
Name: Matthew Lindenbaum
Title:   Managing Member
  
       
       
Dated: May 10, 2012
  
BASSWOOD OPPORTUNITY PARTNERS, LP
   By: Basswood Capital Management, L.L.C.
  
       
   
By:  /s/ Matthew Lindenbaum                                 
 
     
Name: Matthew Lindenbaum
Title:   Managing Member
  
       
       
Dated: May 10, 2012
  
BASSWOOD OPPORTUNITY FUND, INC.
   By: Basswood Capital Management, L.L.C.
  
       
   
By:  /s/ Matthew Lindenbaum                                 
 
     
Name: Matthew Lindenbaum
Title:   Managing Member
  
       
 
 
 
 
 
 
 
 
 
 
       
Dated: May 10, 2012
  
BASSWOOD ENHANCED LONG SHORT FUND, LP
   By: Basswood Capital Management, L.L.C.
  
       
   
By:  /s/ Matthew Lindenbaum                                 
 
     
Name: Matthew Lindenbaum
Title:   Managing Member
  
       
       
Dated: May 10, 2012
  
BASSWOOD FINANCIAL FUND, LP
   By: Basswood Capital Management, L.L.C.
  
       
   
By:  /s/ Matthew Lindenbaum                                 
 
     
Name: Matthew Lindenbaum
Title:   Managing Member
  
       
       
Dated: May 10, 2012
  
BASSWOOD FINANCIAL ENHANCED FUND, LP
   By: Basswood Capital Management, L.L.C.
  
       
   
By:  /s/ Matthew Lindenbaum                                 
 
     
Name: Matthew Lindenbaum
Title:   Managing Member
  
       
       
Dated: May 10, 2012
  
/s/ Matthew Lindenbaum                                         
 
   
Matthew Lindenbaum
  
       
       
       
Dated: May 10, 2012
  
/s/ Bennett Lindenbaum                                           
 
   
Bennett Lindenbaum
  
EX-99.2 2 b7773897b.htm MAY 10 LETTER TO THE BOARD OF DIRECTORS b7773897b.htm
 
Exhibit 99.2
 
 
 

[LETTERHEAD OF BASSWOOD CAPITAL MANAGEMENT, L.L.C.]
 
May 10, 2012


Board of Directors
First California Financial Group, Inc.
3027 Townsgate Road, Suite 300
Westlake Village, CA 91361

Dear Board of Directors:
 
Basswood Capital Management, L.L.C. manages or advises investment funds which own a 5.2% interest in the outstanding shares of common stock of First California Financial Group Inc. (“FCAL”).  We refer you to our Schedule 13D filed on April 2, 2012 for details of our ownership.

We were disappointed to read in yesterday’s press that the Board of Directors of FCAL (the “FCAL Board”) has stonewalled discussions with PacWest Bancorp (“PacWest”) with the flimsy excuse that PacWest’s proposal is “highly contingent” and because PacWest required “exclusive” negotiations for a brief period of 30 days.  According to public statements, PacWest has repeatedly tried – to no avail – to engage the FCAL Board since last Fall.  PacWest’s current $7.25 per share proposal represents an attractive premium of 32% to the FCAL closing price as of May 3, 2012.  Despite this attractive premium, you still refuse to engage with PacWest.  Your refusal causes us grave concern and, in our view, is simply old fashioned entrenchment at work and is not consistent with your fiduciary duties. 
 
Your press release indicated that PacWest did not provide “satisfactory answers” to certain questions.  What were the questions you posed to PacWest and what were the answers?  On what basis did you conclude that a customary 30-day exclusivity provision was not in the best interests of stockholders?  We urge you to begin discussions with PacWest immediately, or to undertake a sale process if you believe that is a better way to maximize value for stockholders.  In light of the PacWest proposal, it is simply unacceptable to “just say no” and deny FCAL’s stockholders the opportunity to realize a substantial premium for their shares.
 
Make no mistake about it:  if you continue down the path of ignoring the best interests of FCAL’s stockholders, we intend to take all necessary action to ensure that your stonewalling does not cause harm to us and our fellow stockholders.   If you fail to do what is right for stockholders, we will not hesitate to begin the process of calling a special meeting to remove the FCAL Board.   It is our fervent hope that such a costly and distracting measure will not be necessary. 
 
 
Very truly yours,
 
/s/ Matthew A. Lindenbaum 

Matthew A. Lindenbaum
 
 
cc:  Michael A. Schwartz (Willkie Farr & Gallagher LLP)
       Tariq Mundiya (Willkie Farr & Gallagher LLP)