SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )*
PACIFIC PREMIER BANCORP, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
69478X105
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(CUSIP Number)
Ezri Namvar
New Life Holdings LLC
11940 San Vicente Blvd.
Los Angeles, California 90049, Tel: (310) 207-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 2002
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 12 Pages)
CUSIP No. 69478X105 13D Page 2 of 12 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Life Holdings LLC
FEIN: 96-4869333
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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7 SOLE VOTING POWER
NUMBER OF -0- shares
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,166,400 shares (2)
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- shares
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,166,400 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,166,400 shares (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47% (2)
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Capital contributed by members of New Life Holdings LLC.
(2) Includes 1,166,400 shares of common stock which are or may become
issuable to New Life Holdings LLC upon exercise of its warrant. Of such shares,
116,640 became exercisable on January 17, 2002, 116,640 became exercisable on
January 17, 2003, 116,640 become exercisable on January 17, 2004 and the
remainder become exercisable on January 17, 2005. New Life Holdings LLC
disclaims beneficial ownership as to such shares until 60 days prior to the date
upon which its warrant may first
CUSIP No. 69478X105 13D Page 3 of 12 Pages
be exercised as to such shares. The Issuer's Certificate of Incorporation states
that record holders of Common Stock who beneficially own in excess of 10% of the
outstanding shares of Common Stock (the "Limit") are not entitled to any vote in
respect of the shares held in excess of the Limit.
CUSIP No. 69478X105 13D Page 4 of 12 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ezri Namvar
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF -0- shares
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,166,400 shares (2)
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- shares
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,166,400 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,166,400 shares (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47% (2)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Capital contributed by members of New Life Holdings LLC.
(2) Includes 1,166,400 shares of common stock which are or may become
issuable to New Life Holdings LLC (of which Ezri Namvar serves as Manager) upon
exercise of its warrant. Of such shares, 116,640 became exercisable on January
17, 2002, 116,640 became exercisable on January 17, 2003, 116,640 become
exercisable on January 17, 2004 and the remainder become exercisable on January
17, 2005. Mr. Namvar disclaims beneficial ownership as to such shares until 60
days prior to
CUSIP No. 69478X105 13D Page 5 of 12 Pages
the date upon which its warrant may first be exercised as to such shares. The
Issuer's Certificate of Incorporation states that record holders of Common Stock
who beneficially own in excess of 10% of the outstanding shares of Common Stock
(the "Limit") are not entitled to any vote in respect of the shares held in
excess of the Limit.
CUSIP No. 69478X105 13D Page 6 of 12 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock (the "Common Stock") of Pacific
Premier Bancorp, Inc., f/k/a LIFE Financial Corporation, a Delaware corporation
(the "Issuer"). The address of the Issuer's principal executive offices is 1600
Sunflower Ave., 2nd Floor, Costa Mesa, California 92626.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by: (i) New Life Holdings LLC, a California
limited liability company (the "Company"), with respect to shares beneficially
owned by it; and (ii) Ezri Namvar, an individual (the "Manager"), with respect
to shares beneficially owned by him. The Manager is the sole manager of the
Company.
(b) The address of both the Company and the Manager is 11940 San
Vicente Blvd., Los Angeles, California 90049.
(c) The Company was formed for the purpose of acquiring, owning, voting
and disposing of the debt and securities of the Issuer described herein. The
Manager's present principal occupation is a private investor - real estate and
lending.
(d) During the last five years, neither the Company nor the Manager has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Company nor the Manager has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The Company is a California limited liability company. The Manager
is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Company has the right to purchase an aggregate of 1,166,400 shares
of Common Stock at a price of $0.75 per share upon exercise of its Warrant (as
defined in Item 4). The aggregate purchase price for the Common Stock, if its
Warrant is exercised in full, is $874,800. The Company's Warrant was acquired
pursuant to a Note and Warrant Purchase Agreement between the Issuer and the
Company attached hereto as Exhibit 1. The aggregate consideration paid by the
Company for both its Note (as defined in Item 4) and its Warrant was
$12,000,000, which was funded with contributions from the Company's members.
ITEM 4. PURPOSE OF TRANSACTION
On November 20, 2001 the Issuer entered into an agreement for the
private placement of a secured note, together with a warrant to
CUSIP No. 69478X105 13D Page 7 of 12 Pages
purchase Common Stock, with the Company in exchange for which the Issuer
received $12,000,000. The sale of the note and warrant was made pursuant to a
Note and Warrant Purchase Agreement entered into by the Issuer and the Company.
On January 17, 2002 (the "Closing"), the Issuer issued a Senior Secured Note Due
2007 (the "Note") in the initial principal amount of $12,000,000, and bearing
interest at an initial rate of 12% (increasing over time to 16%), payable
quarterly starting March 31, 2003 (subject to negotiated prepayment), and a
warrant (the "Warrant") to purchase up to 1,166,400 shares of the Issuer's
Common Stock at an exercise price of $0.75 per share. The holders of the Note
have the right to nominate three of seven directors of the Issuer and of the
Issuer's wholly owned principal operating subsidiary, Pacific Premier Bank (the
"Bank") until the later of (i) such time as the Note has been fully retired or
(ii) three years after the Closing. The Issuer pledged the stock of its
subsidiaries and a certain participation contract representing the right to
receive 50% of any cash realized from three residual mortgage-backed securities
(the "Participation Contract") as collateral against the Note.
The form of Note and Warrant Purchase Agreement between the Issuer and
the Company is attached hereto as Exhibit 1. Forms of the Note and the Warrant
are attached as Exhibit A and Exhibit B, respectively, to the Note and Warrant
Purchase Agreement.
Upon exercise of the Warrant, which is freely assignable in whole or in
part in denominations of not less than 10,000 shares, the Company or its
assignee(s) (the assignees, together with the Company, the "Warrant Holders" and
each a "Warrant Holder") shall have the right to purchase during specified
periods a total of up to 1,166,400 shares of Common Stock. Pursuant to the
Warrant, on or before the first anniversary of the Closing, the Warrant Holder
will be able to purchase 116,640 shares of Common Stock. After the first
anniversary of the Closing, but on or before the second anniversary of the
Closing, the Warrant Holder will be able to purchase the initial 116,640 shares
of Common Stock, plus an additional 116,640 shares of Common Stock. After the
second anniversary of the Closing, but on or before the third anniversary of the
Closing, the Warrant Holder will be able to purchase the 233,280 shares of
Common Stock available during the first two years after the Closing, plus an
additional 116,640 shares of Common Stock. After the third anniversary of the
Closing, but prior to the tenth anniversary of the Closing (the "Expiration"),
the Warrant Holder will be able to purchase the 349,920 shares available during
the first three years after Closing, plus the remaining 816,480 shares of Common
Stock available under the Warrant. Based on 1,333,572 shares outstanding at
December 31, 2001, if the entire Warrant were exercised, the shares issued upon
its exercise would constitute approximately 47% of the Issuer's outstanding
stock. To date the Company has not assigned any portion of the Warrant and has
not exercised any portion of the Warrant.
The Issuer's Certificate of Incorporation provides that record holders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock (the "Limit") are not entitled to any vote in respect of the
shares held in excess of the Limit. A person or entity is deemed to beneficially
own shares owned by an
CUSIP No. 69478X105 13D Page 8 of 12 Pages
affiliate of, as well as, by persons acting in concert with, such person or
entity. The Issuer's Certificate of Incorporation authorized the Issuer's Board
of Directors to (i) make all determinations necessary to implement and apply the
Limit, including determining whether persons or entities are acting in concert
and (ii) to demand that any person who is reasonably believed to beneficially
own stock in excess of the Limit supply information to the Issuer to enable the
Board of Directors to implement and apply the Limit.
The Company acquired the Note and the Warrant for investment purposes.
Any decision by the Company or the Manager in the future to take any further
actions with respect to the Issuer or its securities will depend upon several
factors, including the prospects of the Issuer, general market and economic
conditions and other factors deemed relevant.
Other than as described above, neither the Company nor the Manager has
any present plans or proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
CUSIP No. 69478X105 13D Page 9 of 12 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of January 17, 2002, the Company and the Manager were each the
beneficial owners of 116,640 shares of Common Stock (i.e. those shares of Common
Stock which the Company had the right to acquire within 60 days of January 17,
2002). Based upon information available to the Company and the Manager, the
Issuer had approximately 1,333,572 shares of Common Stock outstanding as of
January 17, 2002. Therefore, the 116,640 shares of Common Stock beneficially
owned by the Company and the Manager constituted approximately 8.0% of the
1,450,212 shares of Common Stock outstanding as of January 17, 2002, giving
effect to the issuance of the 116,640 shares upon exercise of the vested portion
of the Warrant.
As set forth in Item 4 of this Schedule 13D, the Warrant may be
exercised as to additional shares of Common Stock upon each anniversary date of
the Closing, until the third anniversary of the Closing, following which (until
the Expiration), the Warrant Holder will be able to purchase all remaining
shares of Common Stock available under the Warrant. Based on 1,333,572 shares
outstanding at Closing, if the entire Warrant were exercised, the shares issued
upon its exercise would constitute approximately 47% of the Issuer's outstanding
stock.
The Company and the Manager disclaim beneficial ownership of any shares
of Common Stock issuable upon exercise of the Warrant until 60 days prior to the
date upon which the Warrant may first be exercised as to such shares.
(b) Each of the Company and the Manager share the power to vote and
dispose of all of the shares of Common Stock (including the shares of Common
Stock which the Company has the right to acquire upon exercise of the Warrant)
beneficially owned by it.
(c) Other than as described in Items 3 and 4 above, neither the Company
nor the Manager have engaged in any transactions in the Common Stock during the
period beginning 60 days prior to the date on which the Company and the Manager
acquired beneficial ownership of more than 5% of the Common Stock of the Issuer
and ending on the date of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as set forth in Item 4 of this Schedule 13D, neither the Company
nor the Manager (other than as a member of the Company) has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements,
CUSIP No. 69478X105 13D Page 10 of 12 Pages
puts or calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Note and Warrant Purchase Agreement (Incorporated herein by
reference to the Issuer's Definitive Proxy Statement for the Special Meeting of
Stockholders Held January 10, 2002, which was filed with the Commission on
December 14, 2001).
CUSIP No. 69478X105 13D Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
July 31, 2003
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Date
NEW LIFE HOLDINGS LLC,
A California limited liability company
By: /s/ Ezri Namvar
-----------------------------------
Name: Ezri Namvar
Title: Manager
EZRI NAMVAR
/s/ Ezri Namvar
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Signature
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
CUSIP No. 69478X105 13D Page 12 of 12 Pages
EXHIBIT INDEX
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1. Note and Warrant Purchase Agreement (Incorporated herein by
reference to the Issuer's Definitive Proxy Statement for the Special Meeting of
Stockholders Held January 10, 2002, which was filed with the Commission on
December 14, 2001).