-----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, NvskzijoMuGwArOsmUMOj+/95R8k7DDDatDkx0d1QdxlpXVxhjkK2swRZD6Mzr7+ cV9lK+UShsDVWZPkp19hjw== 0000944209-99-001082.txt : 19990701 0000944209-99-001082.hdr.sgml : 19990701 ACCESSION NUMBER: 0000944209-99-001082 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROFESSIONAL BANCORP INC CENTRAL INDEX KEY: 0000700914 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [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: 99656381 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 FORM 11-K =============================================================================== 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, 1998 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, 1998, the First Professional Bank 401(k) Savings Plan had approximately 85 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.
Compensation Name and Address Capacity within Plan Capacity within Company Paid by Plan - ------------------------------------------------------------------------------------------------------------------------- Eric Woodstrom 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 - -------------------------------------------------------------------------------- Delaware Charter $ -0- Financial Institution Bond Guarantee & Trust Company 1013 Sentre Road Wilmington, DE 19805 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 Exhibit No. 23.2 - Independent Auditors' Consent - KPMG 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/ ERIC J. WOODSTROM ---------------------------------------- Eric J. Woodstrom Executive Vice President First Professional Bank, N.A. FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN FINANCIAL REPORT YEARS ENDED DECEMBER 31, 1998 AND 1997 TABLE OF CONTENTS
Page INDEPENDENT AUDITORS' REPORT F-1 INDEPENDENT AUDITORS' REPORT F-2 FINANCIAL STATEMENTS Statements of net assets available for benefits F-3 Statements of changes in net assets available for benefits F-4 Notes to financial statements F-5 - F-12 SUPPLEMENTAL SCHEDULES Item 27a - Schedule of assets held for investment purposes as of December 31, 1998 F-14 Item 27b - Schedule of reportable transactions for the year ended December 31, 1998 F-15
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, 1998 and the related statements of changes in net assets available for benefits for the year 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 audit. The financial statements of the Plan as of December 31, 1997 were audited by other auditors whose report dated June 30, 1998 expressed an unqualified opinion on those statements. We conducted our audit 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 audit provides 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, 1998, and the changes in net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was made 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 as of December 31, 1998 and reportable transactions for the year ended December 31, 1998 is presented for the purpose of complying with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in the audit 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. Hutchinson and Bloodgood LLP June 4, 1999 Glendale, California F-1 INDEPENDENT AUDITORS' REPORT The Profit Sharing Committee of the First Professional Bank 401(k) Savings Plan: We have audited the accompanying statements of net assets available for Plan benefits of the First Professional Bank 401(k) Savings Plan (the "Plan") as of December 31, 1997 and the related statement of changes in net assets available for Plan benefits for the year ended December 31, 1997. 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 audit. 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 provides 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 Plan benefits of the Plan as of December 31, 1997 and the changes in net assets available for Plan benefits for the year ended December 31, 1997 in conformity with generally accepted accounting principles. KPMG LLP Los Angeles, California June 30, 1998 F-2 FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1998 and 1997
ASSETS 1998 1997 Investments, at fair value: Principal Financial Group Annuity Contracts: Guaranteed Interest Accounts $ 140,322 $ - - Money Market Account 16,922 - - Bond & Mortgage Account 76,489 - - Stock Emphasis Balanced Account 135,507 - - Stock Index 500 Account 315,814 - - Medium Company Blend Account 157,857 - - Small Company Blend Account 143,860 - - International Stock Account 86,721 - - John Hancock Mutual Funds: Money Market Fund - - 137,522 Sovereign Balanced Fund - - 154,957 Independence Equity Fund - - 295,590 Special Opportunities Fund - - 131,926 Global Fund - - 90,445 Global RX Fund - - 77,656 First Bancorp, Inc. Common Stock 213,375 280,925 Participant Loans 80,476 71,991 ---------- ---------- Total investments 1,367,343 1,241,012 ---------- ---------- Employer contribution receivable 11,373 - - ---------- ---------- Cash - - 1,029 ---------- ---------- Total assets 1,378,716 1,242,041 ---------- ---------- LIABILITIES - - - - ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,378,716 $1,242,041 ========== ==========
The accompanying notes are an integral part of these statements. F-3 FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended December 31, 1998 and 1997
ADDITIONS 1998 1997 Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 51,633 $ 215,766 Dividends and interest 12,864 5,670 ---------- ---------- 64,497 221,436 ---------- ---------- Contributions: Employer contributions 106,480 81,003 Employee contributions 217,939 173,873 Rollovers - - 5,402 ---------- ---------- 324,419 260,278 ---------- ---------- Total additions 388,916 481,714 ---------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefit distributions 247,639 242,623 Administrative expenses 5,029 - - Forfeitures (427) - - ---------- ---------- Total deductions 252,241 242,633 ---------- ---------- Net increase 136,675 239,091 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 1,242,041 1,002,950 ---------- ---------- End of year $1,378,716 $1,242,041 ========== ==========
The accompanying notes are an integral part of these statements. F-4 FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 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"). 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 1998. The Company at its discretion matches contributions up to a maximum amount of 100% of the first 3% of eligible compensation, as defined. 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, Stock Index 500 Account, Medium Company Blend Account, and the International Stock Account. F-5 FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 Note 1. DESCRIPTION OF THE PLAN (Continued) 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. For the year ended December 31, 1998, forfeited non- vested accounts totaled $427. 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. 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. F-6 FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 Note 1. DESCRIPTION OF THE PLAN (Continued) 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. Distributions may be rolled over to a qualified IRA program without a tax penalty. 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. F-7 FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments Investments in group annuity contracts are priced at contract 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. 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. 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. F-8 FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 Note 4. DEPOSIT WITH INSURANCE COMPANY The Plan maintained deposit contracts with Principal Life Insurance Company in 1998. 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. 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. Note 7. PLAN AMENDMENTS 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. F-9 FIRST PROFESSIONAL BANCORP 401(K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 Note 8. DETAIL OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS The detail of changes in net assets available for benefits for the year ended December 31, 1998 by type of fund is as follows:
PARTICIPANT DIRECTED ------------------------------------------------------------------------------------------------ *Principal Principal *Principal *Principal *Principal *Principal *Principal Guaranteed Money Bond & Stock Emphasis Index Medium Co. Small Co. Interest Market Mortgage Balanced 500 Blend Blend Accounts Account Account Account Account Account Account ADDITIONS Additions to net assets attributed to: Investment income Net appreciation in fair value of investments $ - - $ - - $ - - $ 7,470 $ 41,052 $ (4,073) $(20,863) Dividends and interest 7,922 (8,503) 5,211 - - - - - - - - -------- -------- ------- -------- -------- -------- -------- 7,922 (8,503) 5,211 7,470 41,052 (4,073) (20,863) -------- -------- ------- -------- -------- -------- -------- Contributions: Employer contributions 4,789 476 5,754 9,990 31,305 12,949 12,693 Employee contributions 15,549 1,266 16,083 30,380 60,867 34,489 35,376 -------- -------- ------- -------- -------- -------- -------- 20,338 1,742 21,837 40,370 92,172 47,438 48,069 -------- -------- ------- -------- -------- -------- -------- Total additions 28,260 (6,761) 27,048 47,840 133,224 43,365 27,206 -------- -------- ------- -------- -------- -------- -------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid 13,679 8,632 1,124 1,665 31,574 14,763 12,808 Administrative expenses 1,027 - - 286 183 1,090 817 489 Forfeitures (88) - - (44) (44) (101) (40) (69) -------- -------- ------- -------- -------- -------- -------- Total deductions 14,618 8,632 1,366 1,804 32,563 15,540 13,228 -------- -------- ------- -------- -------- -------- -------- Net increase (decrease) prior to interfund transfers 13,642 (15,393) 25,682 46,036 100,661 27,825 13,978 Interfund transfers 126,680 32,315 50,807 89,471 215,153 130,032 129,882 -------- -------- ------- -------- -------- -------- -------- Net increase (decrease) 140,322 16,922 76,489 135,507 315,814 157,857 143,860 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year - - - - - - - - - - - - - - -------- -------- ------- -------- -------- -------- -------- End of year $140,322 $ 16,922 $76,489 $135,507 $315,814 $157,857 $143,860 ======== ======== ======= ======== ======== ======== ======== PARTICIPANT DIRECTED ---------------------------------- *Principal *Professional International Bancorp, Inc. Stock Common Account Stock ADDITIONS Additions to net assets attributed to: Investment income Net appreciation in fair value of investments $ (777) $ 49,957 Dividends and interest - - 2,409 ------- -------- (777) 52,366 ------- -------- Contributions: Employer contributions 7,395 9,756 Employee contributions 14,343 9,586 ------- -------- 21,738 19,342 ------- -------- Total additions 20,961 71,708 ------- -------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid 807 160,789 Administrative expenses 217 - - Forfeitures (41) - - ------- -------- Total deductions 983 160,789 ------- -------- Net increase (decrease) prior to interfund transfers 19,978 (89,081) Interfund transfers 66,743 21,531 ------- -------- Net increase (decrease) 86,721 (67,550) NET ASSETS AVAILABLE FOR BENEFITS Beginning of year - - 280,925 ------- -------- End of year $86,721 $213,375 ======= ========
* Investment represents 5% or more of plan assets at December 31, 1998. F-10 FIRST PROFESSIONAL BANCORP 401 (K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 Note 8. DETAIL OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (Continued) The detail of changes in net assets available for benefits for the year ended December 31, 1998 by type of fund is as follows:
PARTICIPANT DIRECTED -------------------------------------------------------------------------------------------------- John John John John Hancock Hancock Hancock Hancock John John Money Sovereign Independence Special Hancock Hancock Market Balanced Equity Opportunities Global Global RX *Participant Fund Fund Fund Fund Fund Fund Loans ADDITIONS Additions to net assets attributed to: Investment income Net appreciation in fair value of investments $ (21,521) $ (1,997) $ 3,373 $ (3,392) $(10,945) $ 13,349 $ - - Dividends and interest - - - - - - - - - - - - 5,825 ----------- --------- ------------ ------------- -------- ------- ------- (21,521) (1,997) 3,373 (3,392) (10,945) 13,349 5,825 ----------- --------- ------------ ------------- -------- ------- ------- Contributions: Employer contributions - - - - - - - - - - - - - - Employee contributions - - - - - - - - - - - - - - ----------- --------- ------------ ------------- -------- ------- ------- - - - - - - - - - - - - - - ----------- --------- ------------ ------------- -------- ------- ------- Total additions (21,521) (1,997) 3,373 (3,392) (10,945) 13,349 5,825 ----------- --------- ------------ ------------- -------- ------- ------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid - - - - - - - - - - - - 1,798 Administrative expenses - - - - - - - - - - - - 920 Forfeitures - - - - - - - - - - - - - - ----------- --------- ------------ ------------- -------- ------- ------- Total deductions - - - - - - - - - - - - 2,718 ----------- --------- ------------ ------------- -------- ------- ------- Net increase (decrease) prior to interfund transfers (21,521) (1,997) 3,373 (3,392) (10,945) 13,349 3,107 Interfund transfers (116,001) (152,960) (298,963) (128,534) (79,500) (91,005) 5,378 ----------- --------- ------------ ------------- -------- ------- ------- Net increase (decrease) (137,522) (154,957) (295,590) (131,926) (90,445) (77,656) 8,485 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 137,522 154,957 295,590 131,926 90,445 77,656 71,991 ----------- --------- ------------ ------------- -------- ------- ------- End of year $ - - $ - - $ - - $ - - $ - - $ - - $80,476 =========== ========= ============ ============= ======== ======= =======
PARTICIPANT DIRECTED ------------------------ Other Total ADDITIONS Additions to net assets attributed to: Investment income Net appreciation in fair value of investments $ - - $ 51,633 Dividends and interest - - 12,864 ------- ---------- - - 64,497 ------- ---------- Contributions: Employer contributions 11,373 106,480 Employee contributions - - 217,939 ------- ---------- 11,373 324,419 ------- ---------- Total additions 11,373 388,916 ------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid - - 247,639 Administrative expenses - - 5,029 Forfeitures - - (427) ------- ---------- Total deductions - - 252,241 ------- ---------- Net increase (decrease) prior to interfund transfers 11,373 136,675 Interfund transfers (1,029) - - ------- ---------- Net increase (decrease) 10,344 136,675 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 1,029 1,242,041 ------- ---------- End of year $11,373 $1,378,716 ======= ==========
F-11 FIRST PROFESSIONAL BANCORP 401 (K) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1998 and 1997 Note 8. DETAIL OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (Continued) The detail of changes in net assets available for benefits for the year ended December 31, 1997 by type of fund is as follows:
PARTICIPANT DIRECTED ---------------------------------------------------------------------------------------------------- *John *John *John *John *Professional Hancock Hancock Hancock Hancock *John *John Bancorp, Inc. Money Sovereign Independence Special Hancock Hancock Common Market Balanced Equity Opportunities Global Global RX Stock Fund Fund Fund Fund Fund Fund ADDITIONS Additions to net assets attributed to: Investment income Net appreciation in fair value of investments $ 96,065 $ 395 $ 29,636 $ 61,880 $ 4,389 $ 5,985 $ 17,416 Interest and dividends - - 68 - - - - - - - - - - -------- -------- -------- -------- -------- -------- -------- 96,065 463 29,636 61,880 4,389 5,985 17,416 -------- -------- -------- -------- -------- -------- -------- Contributions: Employer contributions 11,373 6,698 11,940 19,468 14,318 9,472 7,734 Employee contributions 23,764 23,495 24,739 43,121 31,666 15,310 11,778 Rollovers - - 194 1,042 - - 2,083 2,083 - - -------- -------- -------- -------- -------- -------- -------- 35,137 30,387 37,721 62,589 48,067 26,865 19,512 -------- -------- -------- -------- -------- -------- -------- Total additions 131,202 30,850 67,357 124,469 52,456 32,850 36,928 -------- -------- -------- -------- -------- -------- -------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid (43,867) (19,077) (48,119) (52,289) (31,281) (25,902) (12,864) -------- -------- -------- -------- -------- -------- -------- Total deductions (43,867) (19,077) (48,119) (52,289) (31,281) (25,902) (12,864) -------- -------- -------- -------- -------- -------- -------- Net increase (decrease) prior to interfund transfers 87,335 11,773 19,238 72,180 21,175 6,948 24,064 Interfund transfers (1,304) 4,874 (7,104) (3,245) (3,599) (14,709) (2,325) -------- -------- -------- -------- -------- -------- -------- Net increase (decrease) 86,031 16,647 12,134 68,935 17,576 (7,761) 21,739 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 195,923 120,875 142,823 226,655 114,350 98,206 55,917 -------- -------- -------- -------- -------- -------- -------- End of year $281,954 $137,522 $154,957 $295,590 $131,926 $ 90,445 $ 77,656 ======== ======== ======== ======== ======== ======== ======== PARTICIPANT DIRECTED ------------------------- *Participant Loans Total ADDITIONS Additions to net assets attributed to: Investment income Net appreciation in fair value of investments $ - - $ 215,766 Interest and dividends 5,602 5,670 -------- ---------- 5,602 221,436 -------- ---------- Contributions: Employer contributions - - 81,003 Employee contributions - - 173,873 Rollovers - - 5,402 -------- ---------- - - 260,278 -------- ---------- Total additions 5,602 481,714 -------- ---------- DEDUCTIONS Deductions from net assets attributed to: Benefits paid (9,224) (242,623) -------- ---------- Total deductions (9,224) (242,623) -------- ---------- Net increase (decrease) prior to interfund transfers (3,622) 239,091 Interfund transfers 27,412 - - -------- ---------- Net increase (decrease) 23,790 239,091 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 48,201 1,002,950 -------- ---------- End of year $ 71,991 $1,242,041 ======== ==========
* Investment represents 5% or more of plan assets at December 31, 1997. F-12 SUPPLEMENTAL SCHEDULES F-13 FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1998
(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 $140,322 $140,322 Money Market Account 16,475 16,922 Bond & Mortgage Account 72,803 76,489 Stock Emphasis Balanced Account 129,974 135,507 Stock Index 500 Account 280,785 315,814 Medium Company Blend Account 163,326 157,857 Small Company Blend Account 165,050 143,860 International Stock Account 88,674 86,721 -------- -------- $1,057,409 $1,073,492 ========== ========== * Professional Bancorp, Inc. Common stock $ 199,567 $ 213,375 ========== ========== Participant loans Interest rate at 7.75% to 10.50% $ - - $ 80,476 ========== ==========
* Party-in-interest F-14 FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS Year Ended December 31, 1998
(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 Insurance Co. Guaranteed Interest $154,466 $ 18,960 $ 18,960 $ - - Principal Life Insurance Co. Money Market 909,872 900,668 893,397 7,271 Principal Life Insurance Co. Bond and Mortgage 82,064 9,555 9,261 294 Principal Life Stock Emphasis Insurance Co. Balanced 143,505 13,264 13,531 (267) Principal Life Insurance Co. Stock Index 500 327,330 47,351 46,546 805 Principal Life Medium Company Insurance Co. Blend 191,044 26,010 27,718 (1,708) Principal Life Insurance Co. Small Company Blend 187,835 20,091 22,786 (2,695) Principal Life Insurance Co. International Stock 93,283 4,260 4,609 (349) Professional Bancorp, Inc. Common Stock 350,602 177,107 151,035 26,072
F-15 EX-23.1 2 INDEPENDENT AUDITOR'S CONSENT - HUTCHINSON 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 4, 1999, relating to the statements of net assets available for Plan benefits of First Professional Bank 401(k) Savings Plan as of December 31, 1998, and the related statement of changes in net assets available for Plan benefits for the year ended December 31, 1998, and all related schedules, which report appears in the December 31, 1998 annual report on Form 11-K of Professional Bancorp, Inc. /s/ Hutchinson and Bloodgood LLP Glendale, California June 28, 1999 EX-23.2 3 INDEPENDENT AUDITOR'S CONSENT - KPMG EXHIBIT 23.2 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 30, 1998, relating to the statements of net assets available for Plan benefits of First Professional Bank 401(k) Savings Plan as of December 31, 1997, and the related statement of changes in net assets available for Plan benefits for the year ended December 31, 1997, which report appears in the December 31, 1998 annual report on Form 11-K of Professional Bancorp, Inc. KPMG LLP Los Angeles, California June 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----