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
April 5, 2001
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(Date of earliest event reported)
PBOC HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-24215 33-0220233
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5900 Wilshire Boulevard, Los Angeles California 90036
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(Address of principal executive offices) (Zip Code)
(323) 954-6653
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since
last report)
Item 5. OTHER EVENTS
On April 5, 2001, PBOC Holdings, Inc. ("PBOC") entered into a Memorandum
of Understanding providing for the settlement and dismissal with prejudice of
the consolidated action pending in the Court of Chancery, County of New Castle,
State of Delaware, brought by certain shareholders of PBOC, entitled IN RE PBOC
HOLDINGS, INC. SHAREHOLDERS LITIGATION, Del. Ch. Cons. C.A. No. 18543. Pursuant
to the Memorandum of Understanding, PBOC: (i) entered into Amendment No. 1 to
the Agreement and Plan of Merger dated December 8, 2000, by and among PBOC, FBOP
Corporation and FBOP Acquisition Company (the "Amendment"), a copy of which is
attached hereto as Exhibit 2.1; (ii) filed with the Securities and Exchange
Commission, and mailed to the shareholders of PBOC, a supplement to its proxy
statement dated April 5, 2001; and (iii) issued a press release explaining the
purpose and effect of the Amendment, a copy of which is attached hereto as
Exhibit 99.1. The Memorandum of Understanding is subject to a number of other
conditions, including without limitation, the execution of a formal settlement
agreement and final approval by the Delaware Court of Chancery of the
settlement.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are included with this Report:
Exhibit 2.1 Amendment No.1, dated April 5, 2001, to the
Agreement and Plan of Merger by and among PBOC
Holdings, Inc., FBOP Corporation and FBOP
Acquisition Company.
Exhibit 99.1 Press Release dated April 5, 2001.
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 thereunto duly authorized.
PBOC HOLDINGS, INC.
By: /s/ Rudolf P. Guenzel
Rudolf P. Guenzel
President and Chief Executive
Officer
Date: April 6, 2001.