-----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, E1yuMmnbdECbolz4q0+5ll15vq6nrj5nRHTTydFEiX5x1K9636EjBdcDyaMr1PmE QtEsbqu3ySviZoB5+P6HUQ== /in/edgar/work/20000630/0000909012-00-000453/0000909012-00-000453.txt : 20000920 0000909012-00-000453.hdr.sgml : 20000920 ACCESSION NUMBER: 0000909012-00-000453 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROFESSIONAL BANCORP INC CENTRAL INDEX KEY: 0000700914 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 953701137 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-10937 FILM NUMBER: 666088 BUSINESS ADDRESS: STREET 1: 606 BROADWAY CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3104581521 MAIL ADDRESS: STREET 1: 606 BROADWAY STREET 2: 606 BROADWAY CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: PROFESSIONAL BANCORP /CA/ DATE OF NAME CHANGE: 19890904 11-K 1 0001.txt ANNUAL REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 A. Full title of the plan and address of the plan, if different from that of the issuer named below: FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: PROFESSIONAL BANCORP, INC. 606 BROADWAY SANTA MONICA, CALIFORNIA 90401 ITEM 1. CHANGES IN PLAN During the past fiscal year, there have been no material changes in First Professional Bank's 401(k) Savings Plan (the "Plan"). ITEM 2. CHANGES IN INVESTMENT POLICY During the past fiscal year, there have been no material changes in First Professional Bank's 401(k) Savings Plan with respect to the kind of securities or other investments in which funds held under the plan may be invested. ITEM 3. CONTRIBUTIONS UNDER THE PLAN First Professional Bank, N.A., wholly-owned subsidiary of Professional Bancorp, Inc. (the "Company"), at its discretion matches contributions up to a maximum amount of 100% of the first 3% of eligible compensation, as defined. These contributions may be invested at the participant's direction. ITEM 4. PARTICIPATING EMPLOYEES At December 31, 1999, the First Professional Bank 401(k) Savings Plan had approximately 86 participants. ITEM 5. ADMINISTRATION OF THE PLAN The following table sets forth certain information concerning the persons who administer the Plan, the capacity in which they act, positions or offices held with the Company and compensation received from the Plan.
NAME AND ADDRESS CAPACITY WITHIN PLAN CAPACITY WITHIN COMPENSATION COMPANY PAID BY PLAN - ---------------------------------------------------------------------------------------------------------------- Larry Patapoff Plan Administrator Executive Vice President, $ -0- First Professional Bank, N.A. First Professional Bank, N.A. 606 Broadway Santa Monica, CA 90401 Delaware Charter Trustee None. -0- Guarantee & Trust Company 1013 Sentre Road Wilmington, DE 19805
ITEM 6. CUSTODIAN OF INVESTMENTS The following table sets forth certain information concerning the persons who acts as custodian of the Plan's investments and securities, compensation received from the Plan, and bond coverage furnished in connections with the custody of the security or other assets of the plan. COMPENSATION NAME AND ADDRESS PAID BY PLAN BOND COVERAGE - -------------------------------------------------------------------------------- Bear, Stearns Securities Corp. $ -0- Member of Securities Investor 1999 Avenue of the Stars Protection Corporation (SIPC). Los Angeles, California 90067 SIPC provides $500,000 (of which $100,000 may be in cash). Bear Stearns Companies Inc. has a Financial Institution Bond totaling $400 million. National Union -0- Financial Institution Bond ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES The participants of the plan receive quarterly reports providing them information regarding their assets within the plan and a summary plan description at the end of the calendar year. ITEM 8. INVESTMENT OF FUNDS In addition to securities of the Company, the participant has the option of investing in the following Principal Life Insurance Company, Principal Financial Group annuity investment accounts: Guaranteed Interest Account, Money Market Account, Bond & Mortgage Account, Stock Emphasis Balanced Account, Stock Index 500 Account, Medium Company Blend Account, and the International Stock Account. The above mentioned accounts are traded in units, or shares, and priced accordingly. Therefore, there are no additional commissions paid by the Plan. ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS (A) Financial Statements: See Index to Financial Statements and Schedules of First Professional Bank 401(K) Savings Plan which is part of this Form 11-K. (B) Exhibits: Exhibit No. 23.1 - Independent Auditors' Consent - Hutchinson and Bloodgood LLP Pursuant to the requirements of Securities Exchange Act of 1934, the trustees (or other persons who administer the plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN Date: June 30, 1999 By: /s/ LARRY PATAPOFF ------------------ Larry Patapoff Executive Vice President First Professional Bank, N.A. FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN FINANCIAL REPORT YEARS ENDED DECEMBER 31, 1999 AND 1998 TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS Statements of net assets available for benefits 2 Statements of changes in net assets available for benefits 3 Notes to financial statements 4-9 SUPPLEMENTAL SCHEDULES Schedule of assets held for investment purposes at end of year, December 31, 1999 11 Schedule of reportable transactions for the year ended December 31, 1999 12 INDEPENDENT AUDITORS' REPORT The Profit Sharing Committee of the First Professional Bank 401(k) Savings Plan Santa Monica, California We have audited the accompanying statements of net assets available for benefits of First Professional Bank 401(k) Savings Plan (the Plan) as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes at the end of the year and the reportable transactions for the year ended December 31, 1999, referred to as "supplementary information", is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplementary information is the responsibility of the Plan's management. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 13, 2000 Glendale, California - 1 -
FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1999 and 1998 1999 1998 ASSETS Investments, at fair value: Principal Financial Group Annuity Contracts: Guaranteed Interest Accounts $ 204,704 $ 140,322 Money Market Account 23,844 16,922 Bond & Mortgage Account 92,237 76,489 Stock Emphasis Balanced Account 177,980 135,507 Large Cap Stock Index Account (formerly known as Stock Index 500 Account) 420,296 315,814 Medium Company Blend Account 159,603 157,857 Small Company Blend Account 170,987 143,860 International Stock Account 125,222 86,721 Professional Bancorp, Inc., Common Stock 78,784 213,375 Participant Loans 135,948 80,476 ---------- ------------ Total investments 1,589,605 1,367,343 ---------- ------------ Receivables: Employer contribution 3,869 11,373 Employee contribution 7608 0 ---------- ------------ Total receivables 11,477 11,373 ---------- ------------ Total assets 1,601,082 1,378,716 LIABILITIES 0 0 ---------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 1,601,082 $ 1,378,716 =========== ============ The Notes to Financial Statements are an integral part of these statements.
-2-
FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years ended December 31, 1999 and 1998 1999 1998 ADDITIONS Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 21,856 $ 51,633 Interest and other income 14,485 13,291 ---------- --------- 36,341 64,924 ---------- --------- Contributions: Employer contributions 103,437 106,480 Participants' contributions 221,730 217,939 Rollovers 8,706 0 ---------- --------- 333,873 324,419 ---------- --------- Total additions 370,214 389,343 ---------- --------- DEDUCTIONS Deductions from net assets attributed to: Benefit distributions 139,427 247,639 Administrative expenses 8,421 5,029 ---------- --------- Total deductions 147,848 252,668 ---------- --------- Increase in net assets available for benefits 222,366 136,675 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 1,378,716 1,242,041 ---------- --------- End of year $1,601,082 $1,378,716 ========== ========== The Notes to Financial Statements are an integral part of these statements.
-3- FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 NOTE 1. DESCRIPTION OF THE PLAN The following brief description of the 401(k) Savings Plan is provided for general information purposes only. Participants should refer to the 401(k) Savings Plan Agreement for more complete information. PLAN ORGANIZATION AND ADMINISTRATION The Plan is a defined contribution plan which provides retirement benefits for eligible employees of First Professional Bank, N.A. and its subsidiaries (the "Company"). The Plan is administered by the First Professional Bank Benefits Committee (the Plan Administrator), which is presently comprised of four officers of First Professional Bank, N.A. The Plan has been amended periodically to conform with various requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective January 1, 1998, the Plan removed Bank Boston, N.A. (First National Bank of Boston) as the Trustee and John Hancock Signature Services as custodian and appointed Delaware Charter Guarantee & Trust Company as the new Trustee of the Plan. In December 1997, the Company chose an investment manager and the assets of the Plan were transferred to the Principal Life Insurance Company, Principal Financial Group on January 30, 1998. PARTICIPANT ELIGIBILITY All employees of the Company are eligible to participate in the Plan after completion of one year of employment consisting of at least 1,000 hours. Employees of the Company are eligible to participate in the Plan on the first day of each quarter following the completion of one year of employment. However, the employee may make a rollover contribution before completing the one-year eligibility requirement. CONTRIBUTIONS Effective January 1, 1996, the Board of Directors of the Company authorized an amendment to the Plan to allow participants to contribute, under a salary reduction agreement, up to 15% of their eligible compensation, as defined, but not to exceed the dollar amount allowed by law, $10,000 for 1999. The Company at its discretion matches contributions up to a maximum amount of 100% of the first 3% of eligible compensation, as defined. - 4 - FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 NOTE 1. DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS Participants salary deferral contributions and Company matching contributions may be invested at the participant's direction in the Professional Bancorp, Inc. common stock and the following Principal Life Insurance Company, Principal Financial Group annuity investment accounts: Guaranteed Interest Account, Money Market Account, Bond & Mortgage Account, Stock Emphasis Balanced Account, Large Cap Stock Index Account (formerly known as Stock Index 500 Account), Medium Company Blend Account, and the International Stock Account. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of the Company's matching contribution and the Plan's earnings or losses. Earnings of the various funds are allocated to the participant balances according to the ratio that a participant's weighted average account balance or shares held in a given fund bears to the total of all account balances or shares held in the fund. Forfeitures reduce the amount of matching employer contributions. Forfeited non-vested accounts totaled $876 and $6,088 for the years ended December 31, 1999 and 1998, respectively. VESTING The participant shall always have a non-forfeitable right to the portion of his account attributable to Salary Reduction Contributions, After-Tax Employee Contributions, and Rollover Contributions. The Company's matching contributions vest 100% for all participants with five or more years of service provided that they are credited with an hour of service in any Plan year beginning after December 31, 1988. - 5 - FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 NOTE 1. DESCRIPTION OF THE PLAN (CONTINUED) VESTING (CONTINUED) The following is the participant's vesting schedule for matching employer contributions: Years of Service Percentage Vested Less than 1 0 1 20 2 40 3 60 4 80 5 or more 100 Notwithstanding the above, if a participant (1) attains the age of 65, (2) dies or (3) terminates employment by reason of permanent disability, the employer match amounts become 100% vested without regard to years of service. BENEFITS PAYMENTS Upon severance of employment by the Company due to permanent disability (as defined by the Plan), retirement (as defined by the Plan) or death, the participant's share of the Company's contributions become fully vested. For distributions other than for financial hardship, the method of payment is based on the participant's election and may be made by one or more of the following options: (a) a single lump sum payment in cash, (b) a series of installments (as defined by the Plan) or (c) a direct transfer to either an Individual Retirement Account or a qualified retirement plan. Participants who are 100% vested and 59 1/2 years of age may take an in-service withdrawal of all or a portion of the value of their vested accounts once each plan year. The distribution is taxable to the participant, but is not subject to the 10% penalty tax. - 6 - FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 NOTE 1. DESCRIPTION OF THE PLAN (CONTINUED) ADMINISTRATIVE FEES All Plan administrative expenses are paid by the Company. PARTICIPANT LOANS Loans to participants may be made, at the discretion of the Plan's Administrator, in an amount not less than $1,000 and not to exceed the lesser of $50,000 reduced by the highest outstanding balance of all other loans made to participant during the prior 12 months or one-half of the participant's vested account. Such loans are collateralized by the present value of the participant's vested balance in the Plan and carry interest at a rate established by the Plan Administrator. The terms of these loans shall not exceed five years or extend beyond the participant's normal retirement date. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements have been prepared using the accrual basis of accounting. INVESTMENTS Investments in group annuity contracts are priced at contract value which approximates fair market value. The fair value of Professional Bancorp, Inc. common stock is based on quoted market prices. Purchases and sales of investments are recorded on a trade-date basis. Participant loans are valued at cost, which approximates fair market value. REALIZED AND UNREALIZED APPRECIATION (DEPRECIATION) Realized and unrealized appreciation (depreciation) is based on the contract and market values of the assets at the end of the Plan year compared to the contract and market values of the assets at the beginning of the Plan year, or at the time of purchase for assets purchased/exchanged during the Plan year. - 7 - FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ESTIMATES The Plan's financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, the Plan Administrator is required to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits and changes in net assets available for plan benefits as of the dates of the financial statements for the periods presented. Actual results could differ significantly from these estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the fair value estimation of investment securities held by the Plan. RECLASSIFICATIONS AND ELIMINATION The requirement to disclose in the financial statements each participant-directed investment option in columnar form has been eliminated by the Statement of Position 99-3, Accounting for and Reporting of Certain Defined Contribution Plan Investment and Other Disclosure Matters. Certain presentation in the 1998 financial statements were amended to conform with the new Statement of Position. NOTE 3. TAX-EXEMPT STATUS The Plan obtained its latest determination letter on April 28, 1993, in which the Internal Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. However, the Company believes that although the Plan has been amended since the issuance of the determination letter, the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code, and therefore exempt from Federal income taxes. NOTE 4. DEPOSIT WITH INSURANCE COMPANY The Plan maintained deposit contracts with Principal Life Insurance Company. The contracts maintained the contributions in pooled separate accounts. The accounts were credited with actual earnings on the underlying investments (principally mutual funds) and charged for plan withdrawals and administrative expenses. The contracts are included in the financial statements at contract value, which approximates fair value. - 8 - FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 NOTE 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of the Plan's termination, participants will become 100% vested in their accounts. NOTE 6. PARTY-IN-INTEREST TRANSACTIONS Parties in interest by definition include a plan sponsor or employer, fiduciaries (including those who provide investment advice or who have discretionary control over plan assets), and those who provide services to the Plan. The Plan Sponsor pays to parties in interest, at its expense, various plan administrative, trustee, legal and accounting fees. None of these transactions are prohibited transactions. - 9 - SUPPLEMENTAL SCHEDULES - 10 - FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN EIN: 95-3701137 PLAN NUMBER 002 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 1999
(A) (B) (C) (D) (E) DESCRIPTION OF INVESTMENT, IDENTITY OF ISSUE, INCLUDING MATURITY DATE, BORROWER, LESSOR RATE OF INTEREST, COLLATERAL, CURRENT OR SIMILAR PARTY PAR OR MATURITY COST VALUE * Principal Life Insurance Company Pooled Separate Accounts: Guaranteed Interest Accounts $ 207,298 $ 204,704 Money Market Account 23,264 23,844 Bond & Mortgage Account 89,609 92,237 Stock Emphasis Balanced Account 162,439 177,980 Large Cap Stock Index Account 336,187 420,296 Medium Company Blend Account 146,250 159,603 Small Company Blend Account 165,375 170,987 International Stock Account 105,404 125,222 ------------- ---------- $1,235,826 $1,374,873 ========================= * Professional Bancorp, Inc. Common stock $ 179,650 $ 78,784 ========================= Participant loans Interest rates at 7.75% to 10.5% $ - - $ 135,948 ========================= * Party-in-interest
- 11 - FIRST PROFESSIONAL BANK 401(K) SAVINGS PLAN EIN: 95-3701137 PLAN NUMBER 002 SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1999
(A) (B) (C) (D) (G) (I) IDENTITY OF PARTY DESCRIPTION PURCHASE SELLING COST OF NET GAIN INVOLVED OF ASSET PRICE PRICE ASSET (LOSS) Principal Life Guaranteed Interest Insurance Co. Accounts $ 83,855 $ 25,246 $ 25,246 $ -- Principal Life Money Market Insurance Co. Account 42,457 36,445 35,667 778 Principal Life Stock Emphasis Insurance Co. Balanced Account 58,611 27,716 26,146 1,570 Principal Life Large Cap Insurance Co. Stock Index Account 193,078 156,925 137,675 19,250 Principal Life Medium Company Insurance Co. Blend Account 62,177 79,958 79,253 705 Principal Life Small Company Insurance Co. Blend Account 80,833 72,546 80,507 (7,961) Principal Life International Stock Insurance Co. Account 51,982 36,202 35,252 950 Professional Bancorp, Inc. Common Stock 109,384 127,349 129,302 (1,953)
- 12 - EX-23 2 0002.txt INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Professional Bancorp, Inc.: We consent to incorporation by reference in the Registration Statement (No. 33-63379) on Form S-8, of Professional Bancorp, Inc. of our report dated June 13, 2000, relating to the statements of net assets available for Plan benefits of First Professional Bank 401(k) Savings Plan as of December 31, 1999 and 1998, and the related statement of changes in net assets available for Plan benefits for the years ended December 31, 1999 and 1998, and all related schedules, which report appears in the December 31, 1999 and 1998 annual report on Form 11-K of Professional Bancorp, Inc. /s/ HUTCHINSON AND BLOODGOOD LLP - -------------------------------- Glendale, California June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----