-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALSmAyu7+iD19xglbt45K1qGCQdMm9eUl2YO9tTHAfuP9JVlUnQSGRqs0TQ2BnLQ SUp2yAjsuntHzPPpw2Qm/Q== 0000950150-04-000260.txt : 20040220 0000950150-04-000260.hdr.sgml : 20040220 20040220171726 ACCESSION NUMBER: 0000950150-04-000260 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAWTHORNE FINANCIAL CORP CENTRAL INDEX KEY: 0000046267 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 952085671 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01100 FILM NUMBER: 04619984 BUSINESS ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107255000 MAIL ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAWTHORNE FINANCIAL CORP CENTRAL INDEX KEY: 0000046267 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 952085671 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107255000 MAIL ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 425 1 a96673ce425.htm 425 Hawthorne Financial Corporation - 425
 

Filed by Hawthorne Financial Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed under Rule 14a-12 under the
Securities and Exchange Act of 1934, as amended

Subject Company: Hawthorne Financial Corporation
Commission File Number: 0-1100

This filing relates to a proposed merger between Commercial Capital Bancorp, Inc. and Hawthorne Financial Corporation pursuant to the terms of an Agreement and Plan of Merger, dated as of January 27, 2004.

The following is a copy of a letter sent by Hawthorne Financial Corporation to loan customers on or around February 20, 2004.

February __, 2004

Loan Customer Name
Address
City, State Zip Code

Dear Customer Name,

We are pleased to announce that Hawthorne Savings, F.S.B., (“Hawthorne”), has signed a definitive agreement with Commercial Capital Bancorp, Inc. (“CCBI”), in which CCBI will acquire Hawthorne in an all stock transaction. CCBI is one of the top income property real estate lenders in California, and is the fastest growing bank in the state.

CCBI, headquartered in Irvine, CA, is a multifaceted financial services company that provides multi-family and commercial real estate loans, various deposit products, as well as securities advisory, investment brokerage and asset management services. Commercial Capital Bank has full service banking offices located at the Company’s headquarters in Irvine, as well as in Rancho Santa Margarita, Riverside, and La Jolla with plans to open a banking office in Beverly Hills, California in the second quarter of 2004. CCBI also has loan origination offices in Sacramento, Corte Madera (Marin County), Oakland, Burlingame, Woodland Hills, Encino, Los Angeles, Irvine, and La Jolla, California.

CCBI, like Hawthorne, prides itself in providing outstanding customer service. The merger combines a premier asset generator with a premier deposit franchise, creating one of Southern California’s largest and strongest financial institutions. As a result of the merger, CCBI will be expanding their products and services to include those we currently provide and therefore expand the array of products and services available to you, our valued customers.

We anticipate that this merger will become effective in the summer of 2004, and at that time, Hawthorne Savings branches will begin to operate as Commercial Capital Bank branches. Upon completion of the merger you will be able to conduct business as well as make loan payments at any of the nineteen branch offices of the combined institutions. As the time approaches, we will notify you of an exact date and whether any changes to payment processing will be made, such as mailing address. In the meantime, continue to process your payments in the usual manner.

As always, customer satisfaction is our first priority. If you have any questions, please do not hesitate to call us at 1-888-TRUE-411, or drop by your local branch where familiar faces will continue to assist you. We thank you for your business, and we look forward to meeting your ongoing financial needs as the newly merged company.

Sincerely,

Simone Lagomarsino
President and CEO

This letter may be deemed to be solicitation material with respect to the proposed acquisition of Hawthorne and the issuance of shares of common stock by CCBI pursuant to the merger. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. The registration statement will contain a joint proxy statement/prospectus to be distributed to the respective shareholders of CCBI and Hawthorne in connection with their vote on the merger. SHAREHOLDERS OF CCBI AND OF HAWTHORNE ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final joint proxy statement/prospectus will be mailed to shareholders of CCBI and shareholders of Hawthorne. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, http://www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by CCBI by contacting Investor Relations, Commercial Capital Bancorp, Inc., One Venture, 3rd Floor Irvine, CA 92618, telephone: 949-585-7500 or by visiting CCBI’s website at www.commercialcapital.com, or from Hawthorne by contacting Investor Relations, Hawthorne Financial Corporation, 2381 Rosecrans Avenue, El Segundo, CA 90245, telephone: 310-725-5631 or by visiting Hawthorne’s website at www.hawthornesavings.com.

CCBI, Hawthorne and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding CCBI’s directors and executive officers is available in CCBI’s proxy statement for its 2003 annual meeting of shareholders, which was filed with the SEC on April 4, 2003, and information regarding Hawthorne’s directors and executive officers is available in Hawthorne’s proxy statement for its 2003 annual meeting of shareholders, which was filed with the SEC on April 11, 2003. Additional information regarding the interests of such potential participants (including the addition of three Hawthorne Board of Directors’ members to the Board of Directors of CCBI following the merger) will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

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