8-K

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): August 23, 2002

Hawthorne Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware	95-2085671
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

Commission file number: 0-1100

2381 Rosecrans Avenue
El Segundo, California 90245
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:
(310) 725-5000

TABLE OF CONTENTS

	Item 2. Acquisition or Disposition of Assets
	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information And Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2. Acquisition or Disposition of Assets

     On August 23, 2002, Hawthorne Financial Corporation (“HFC”), parent company of Hawthorne Savings, F.S.B. (“Bank”), announced the completion of its merger (the “Merger”) with First Fidelity Bancorp, Inc. (“Fidelity”) and its subsidiary, First Fidelity Investment and Loan (“Thrift”) pursuant to the Amended and Restated Agreement and Plan of Reorganization, dated March 19, 2002 and amended and restated on April 24, 2002 (as of March 19, 2002) by and among HFC, Fidelity, Bank, Thrift and HF Merger Corp. (the “Agreement”).

     In accordance with the Agreement, Fidelity stockholders had the right to elect to receive, on a share-by-share basis, subject to adjustment or proration under certain circumstances:

     (i)  1.5151 shares of HFC common stock; or

     (ii)  $36.6049 in cash; or

     (iii)  a combination of cash and shares of HFC common stock.

     Upon closing of the Merger, former shareholders of Fidelity received a combination of 1,266,555 shares of HFC common stock and approximately $37.8 million in cash in exchange for their shares of Fidelity common stock.

Item 5. Other Events

     HFC issued a press release at 5:01 p.m. PST on August 23, 2002 announcing the completion of the Merger. A copy of the press release is attached as exhibit 99.1 hereto and is incorporated herein by reference in its entirety.

Item 7. Financial Statements, Pro Forma Financial Information And Exhibits

     (a)  Financial Statements of Business Acquired. The financial statements of Fidelity will be filed by amendment on or before November 6, 2002.

     (b)  Pro Forma Financial Information. Pro forma financial information will be filed by amendment on or before November 6, 2002.

     (c)  Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated August 23, 2002

SIGNATURES

     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 hereunto duly authorized.

HAWTHORNE FINANCIAL CORPORATION
By:	/s/ Simone Lagomarsino
	Simone Lagomarsino President and Chief Executive Officer

Date: August 28, 2002

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 23, 2002

EX-99.1 3 v84127exv99w1.htm EXHIBIT 99.1

HAWTHORNE FINANCIAL CORPORATION
PRESS RELEASE

August 23, 2002
5:01P.M. PST

Contact:  Ms. Simone Lagomarsino, President and Chief Executive Officer (310) 725-5631
Ms. Karen Abajian, Chief Financial Officer (310) 725-1890

HAWTHORNE FINANCIAL ANNOUNCES COMPLETION OF MERGER WITH
FIRST FIDELITY BANCORP, INC.

(El Segundo, CA) Hawthorne Financial Corporation (NASDAQ:HTHR), parent company of Hawthorne Savings, F.S.B., announced the completion of its merger with First Fidelity Bancorp, Inc. and its subsidiary, First Fidelity Investment and Loan, on August 23, 2002. Former First Fidelity Bancorp shareholders will receive a combination of 1,266,555 shares of Hawthorne common stock and approximately $37.8 million in cash.

As a result of the acquisition, the branches of First Fidelity Investment and Loan became a division of Hawthorne Savings. Hawthorne Savings now operates 13 branches in the coastal counties of Southern California.

“We are pleased to team with First Fidelity and welcome former First Fidelity customers, shareholders and employees into the Hawthorne family,” said Hawthorne President and Chief Executive Officer Simone Lagomarsino.

Hawthorne Financial Corporation specializes in real estate secured loans in the niche markets that it serves, including: 1) permanent loans collateralized by single family residential property, 2) permanent and construction loans secured by multi-family residential and commercial real estate, 3) loans for the construction of individual single family residential homes and acquisition and development of land for the construction of such homes. The Company funds it loans predominantly with retail deposits generated through its full service retail offices. For more information, please visit Hawthorne Financial Corporation’s website at: www.hawthornesavings.com.

This press release contains forward-looking statements as referenced in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently unreliable and actual results may vary. Factors which could cause actual results to differ from these forward-looking statements include changes in the competitive marketplace, changes in the interest rate environment, potential increased prepayment speeds on the Company’s outstanding loan portfolio, economic conditions, outcome of pending litigation, risks associated with credit quality and other factors discussed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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EX-99.1

Hawthorne Financial Corp., Exhibit 99.1