Pff Bancorp Inc - Current report filing (8-K)
June 06 2008 - 9:04AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 5, 2008
PFF BANCORP, INC.
(Exact name of
registrant as specified in its charter)
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DELAWARE
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001-16845
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95-4561623
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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9337 Milliken Avenue
Rancho Cucamonga, CA 91730
(Address of Principal Executive Offices, including
Zip Code)
(909) 941-5400
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On June 5, 2008, PFF Bancorp, Inc. (the
Company), the holding company for PFF Bank & Trust (the Bank), Glencrest Investment Advisors and Diversified Builder Services, Inc. (DBS), issued a press release announcing the commencement of a private
placement offering of Units consisting of Convertible Senior Secured Notes due 2009 and shares of common stock of the Company. The aggregate gross proceeds to the Company from the offering are expected to be approximately $460 million. A copy of the
press release has been filed as Exhibit 99.1 to this report and is incorporated by reference herein.
The press release in Exhibit 99.1 includes
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current management expectations and may therefore involve risks and uncertainties. The
Companys actual results or performance may differ materially from those suggested, expressed, or implied by forward-looking statements due to a wide range of factors including, but not limited to, the general business environment, the
California real estate market, competitive conditions in the business and geographic areas in which the Company conducts its business, regulatory actions or changes, actions by lenders and customers, the possibility of a going concern explanatory
paragraph in our independent registered public accountants opinion on the Companys March 31, 2008 consolidated financial statements, the risk that a recapitalization or other capital-raising transaction, including the proposed
private placement, is not successfully completed prior to the maturity of the Companys secured loan agreement, and other risks detailed in the Companys reports filed with the Securities and Exchange Commission, including the Annual
Report on Form 10-K for the fiscal year ended March 31, 2007. The Company disclaims any obligation to subsequently revise or update any forward-looking statements to reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
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Number
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Exhibit
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99.1
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Press release dated June 5, 2008
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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 hereunto duly authorized.
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PFF BANCORP, INC.
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Date: June 5, 2008
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/s/ Gregory C. Talbott
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Gregory C. Talbott
Senior Executive Vice President,
Chief Operating Officer/Chief Financial
Officer and Treasurer
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