10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 2

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to           .

Commission file number: 0-1100

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 No.)
2381 Rosecrans Avenue, 2nd Floor El Segundo, California (Address of principal executive offices)	90245 (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

(Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K.     þ

     As of June 30, 2003 (the last business day of the most recently completed second fiscal quarter), the aggregate market value of voting and non-voting stock held by nonaffiliates of the registrant was approximately $243,941,536 (based upon the last reported sales price of the Common Stock as reported by the Nasdaq National Market). Shares of Common Stock held by each executive officer, director, and shareholders with beneficial ownership of greater than 10% of the outstanding Common Stock of the registrant and persons or entities known to the registrant to be affiliates of the foregoing have been excluded in that such persons may be deemed to be affiliates. This assumption regarding affiliate status is not necessarily a conclusive determination for other purposes.

     Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Act.     Yes þ          No o

     The number of shares of Common Stock, par value $0.01 per share, of the Registrant outstanding as of March 31, 2004 was 11,799,221 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

      Hawthorne Financial Corporation (“Company”) is filing this Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, for the purpose of amending and restating in its entirety Part IV, Item 15 of such annual report on Form 10-K, as set forth below.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

      (A) The following documents are filed as part of this report:

           (1) Financial Statements

                Independent Auditors’ Report

                Consolidated Financial Statements

Consolidated Statements of Financial Condition as of December 31, 2003 and 2002.

Consolidated Statements of Income for the years ended December 31, 2003, 2002 and 2001.

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2003, 2002 and 2001.

Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001.

Notes to Consolidated Financial Statements for the years ended December 31, 2003, 2002 and 2001.

           (2) Financial Statement Schedules

      Schedules are omitted because they are not applicable or because the required information is provided in the Consolidated Financial Statements, including the Notes thereto.

      (B) Reports on Form 8-K

      During the fourth quarter of 2003, registrant filed the following Current Reports on Form 8-K:

Date Filed	Form		Item Nos.
09/25/03		8-K		5, 7, 9
10/24/03		8-K		12
10/30/03		8-K		7, 9

      (C) Exhibits

      Exhibits are listed by number corresponding to the Exhibit Table of Item 601 of Regulation S-K.

Exhibit
Number		Description of Document
	3.1	Certificate of Incorporation of the Company and Amendment of Certificate of Incorporation of the Company(1)
	3.2	Bylaws of the Company(1)
	4.1	Specimen certificate of the Company’s Common Stock(2)
	4.2	Form of Warrants to purchase Common Stock(2)
	4.3	Registration Rights Agreement among the Company and certain investors(2)
	4.4	Unit Purchase Agreement among the Company and the investors named therein(2)
	4.5	Indenture dated as of March 28, 2001 between Hawthorne Financial Corporation and Wilmington Trust Company, as Trustee(2)

1

Exhibit
Number		Description of Document
	4.6	Certificate of Trust of HFC Capital Trust I(2)
	4.7	Amended and Restated Trust Agreement of HFC Capital Trust I, among Hawthorne Financial Corporation, Wilmington Trust Company and the Administrative Trustees named therein dated as of March 28, 2001(2)
	4.8	Capital Securities Certificate of HFC Capital Trust I(2)
	4.9	Common Securities Certificate of HFC Capital Trust I(2)
	4.10	Capital Securities Guarantee Agreement between Hawthorne Financial Corporation and Wilmington Trust Company, dated as of March 28, 2001(2)
	4.11	Common Securities Guarantee Agreement between Hawthorne Financial Corporation and Wilmington Trust Company, dated as of March 28, 2001(2)
	4.12	10.18% Junior Subordinated Deferrable Interest Debentures due June 8, 2031(2)
	4.13	Indenture dated as of November 28, 2001 between Hawthorne Financial Corporation and Wilmington Trust Company, as Trustee(3)
	4.14	Certificate of Trust of HFC Capital Trust II(3)
	4.15	Amended and Restated Trust Agreement of HFC Capital Trust II, among Hawthorne Financial Corporation, Wilmington Trust Company and the Administrative Trustees named therein dated as of November 28, 2001(3)
	4.16	Capital Securities Certificate of HFC Capital Trust II(3)
	4.17	Common Securities Certificate of HFC Capital Trust II (3)
	4.18	Capital Securities Guarantee Agreement between Hawthorne Financial Corporation and Wilmington Trust Company, dated as of November 28, 2001(3)
	4.19	Floating Rate Junior Subordinated Debt Securities due December 8, 2031(3)
	4.20	HFC Capital Trust II Placement Agent Agreement(3)
	4.21	Declaration of Trust of HFC Capital Trust III(7)
	4.22	Amended and Restated Declaration of Trust of HFC Capital Trust III, among Hawthorne Financial Corporation, Wilmington Trust Company and the Administrative Trustees named therein dated as of April 10, 2002(7)
	4.23	Capital Securities Certificate of HFC Capital Trust III(7)
	4.24	Common Securities Certificate of HFC Capital Trust III(7)
	4.25	Capital Securities Guarantee Agreement between Hawthorne Financial Corporation and Wilmington Trust Company, dated as of April 10, 2002(7)
	4.26	Floating Rate Junior Subordinated Debt Security due 2032(7)
	4.27	Indenture dated as of April 10, 2002, between Hawthorne Financial Corporation and Wilmington Trust Company, as Trustee(7)
	4.28	Certificate of Trust of HFC Capital Trust IV (7)
	4.29	Amended and Restated Trust Agreement of HFC Capital Trust IV, among Hawthorne Financial Corporation, The Bank of New York and the Administrative Trustees named therein dated as of November 1, 2002(7)
	4.30	Preferred Security Certificate of HFC Capital Trust IV(7)
	4.31	Common Security Certificate of HFC Capital Trust IV(7)
	4.32	Guarantee Agreement between Hawthorne Financial Corporation and The Bank of New York, dated as of November 1, 2002(7)
	4.33	Floating Rate Junior Subordinated Note due 2032(7)
	4.34	Junior Subordinated Indenture dated as of November 1, 2002 between Hawthorne Financial Corporation and The Bank of New York, as Trustee(7)

2

Exhibit
Number		Description of Document
	9.0	Form of Shareholders Agreement between Commercial Capital Bancorp, Inc. and each of the directors of Hawthorne Financial Corporation, dated January 27, 2004 (filed as Annex A to the Agreement and Plan of Merger dated as of January 27, 2004 among Commercial Capital Bancorp, Inc., CCBI Acquisition Corp. and Hawthorne Financial Corporation(8)
	10.1	Hawthorne Financial Corporation 2001 Stock Incentive Plan(3)*
	10.2	Change in Control Agreements between Company and Simone Lagomarsino(4)*
	10.3	Form of Change in Control Employment Agreement for Executive Officers(4)*
	10.4	Amended and Restated Deferred Compensation Plan(9)*
	10.5	Agreement and Plan of Reorganization dated as of March 20, 2002 and amended and restated as of April 24, 2002, by and among Hawthorne Financial Corporation, First Fidelity Bancorp, Inc., Hawthorne Savings, F.S.B., First Fidelity Investment & Loan Association and HF Merger Corp.(5)
	10.6	Agreement and Plan of Merger dated as of January 27, 2004 among Commercial Capital Bancorp, Inc., CCBI Acquisition Corp. and Hawthorne Financial Corporation(8)
	10.7	Change in Control Employment Agreement between the Company and JoLene Wryn dated as of September 23, 2003(9)*
	10.8	Form of Director Benefits Continuation Agreements between the Company and each of the directors of Hawthorne Financial Corporation(9)*
	10.9	Engagement letter between Sandler O’Neill & Partners, L.P. and the Company dated January 26, 2004(9)
	10.10	Termination Agreement between Fort Pitt Fund, L.P. and Hawthorne Financial Corporation(9)
	11.1	Statement on computation of per share earnings(6)
	14.0	Hawthorne Financial Corporation Code of Conduct(7)
	21.1	Subsidiaries of the Registrant(7)
	23.1	Consent of Deloitte & Touche LLP(10)
	31.0	Rule 13a-14(a)/15(d)-14(a) Certifications
	32.0	Section 1350 Certifications

* Management contract, compensatory plan or arrangement.

(1)	Incorporated by reference from the Company’s Registration Statement on Form S-8 (No. 33-74800) filed on February 3, 1994.
(2)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.
(3)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2001
(4)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
(5)	Incorporated by reference from the Company’s Registration Statement on Form S-4 (No. 333-89776) filed on June 4, 2002.
(6)	See Note 1 to the Notes to Consolidated Financial Statements included in Item 8 and listed in Item 15 (a) of this Annual Report on Form 10-K.
(7)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(8)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 28, 2004.
(9)	Filed with the original filing of this annual report on Form 10-K on March 15, 2004.

(10)  Filed with the original filing of this annual report on Form 10-K on March 15, 2004, and filed with Amendment No. 1 to this annual report on Form 10-K on March 30, 2004.

3

SIGNATURES

      Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

HAWTHORNE FINANCIAL CORPORATION

DATED: April 12, 2004

By:  /s/SIMONE LAGOMARSINO

Simone Lagomarsino

President and Chief Executive Officer

4 EX-31.1 3 a97159a2exv31w1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATION

I, Simone Lagomarsino, certify that:

        1. I have reviewed this annual report on Form 10-K of Hawthorne Financial Corporation;

      2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

      4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

      a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

      b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

      d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

      5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

      b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 12, 2004 By: /s/ SIMONE LAGOMARSINO
Simone Lagomarsino
President and Chief Executive Officer

EX-31.1

exv31w1

EX-31.2

Exhibit 31.2

CERTIFICATION

I, David Rosenthal, certify that:

      1. I have reviewed this annual report on Form 10-K of Hawthorne Financial Corporation;

      2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

      4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

      a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

      b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

      c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

      d) Disclosed in this annual report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

      5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

      a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

      b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 12, 2004 By: /s/ DAVID ROSENTHAL
David Rosenthal
Executive Vice President
and Chief Financial Officer

EX-32.0

Exhibit 32.0

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Annual Report on Form 10-K of Hawthorne Financial Corporation for the year ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, Simone Lagomarsino, President and Chief Executive Officer of Hawthorne Financial Corporation, and I, David Rosenthal, Executive Vice President and Chief Financial Officer of Hawthorne Financial Corporation, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

      (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 12, 2004 By: /s/ SIMONE LAGOMARSINO
Simone Lagomarsino
President and Chief Executive Officer

Date: April 12, 2004 By: /s/ DAVID ROSENTHAL
David Rosenthal
Executive Vice President and
Chief Financial Officer