8-K

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

Date of Report (Date of earliest event reported): May 25, 2004

Hawthorne Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 95-2085671
(I.R.S. employer identification number)

Commission file number: 0-1100

2381 Rosecrans Avenue
El Segundo, California 90245
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:

(310) 725-5000

Not applicable
(Former name of former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements, Pro forma Financial Information and Exhibits
SIGNATURE
EXHIBIT INDEX
Exhibit 99.1

Item 5. Other Events

On May 25, 2004, Hawthorne Financial Corporation issued a press release announcing that the stockholders of Hawthorne Financial Corporation had approved the acquisition of Hawthorne Financial Corporation by Commercial Capital Bancorp, Inc. at a special stockholder meeting held on May 25, 2004. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7. Financial Statements, Pro forma Financial Information and Exhibits

(a) Financial Statements of Business Acquired:

     None

(b) Pro Forma Financial Information:

     None

(c) Exhibits:

Exhibit No.	Description
99.1	Press Release, dated May 25, 2004, of Hawthorne Financial Corporation.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

	HAWTHORNE FINANCIAL CORPORATION
Dated: May 25, 2004	By:	/s/ Simone Lagomarsino
		Simone Lagomarsino, President
		and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated May 25, 2004, of Hawthorne Financial Corporation.

EX-99.1

Exhibit 99.1

HAWTHORNE FINANCIAL CORPORATION
PRESS RELEASE

May 25, 2004
IMMEDIATE RELEASE

Contact:	Ms. Simone Lagomarsino, President and Chief Executive Officer (310) 725-5631
	Mr. David Rosenthal, Chief Financial Officer (310) 725-1890

HAWTHORNE FINANCIAL ANNOUNCES STOCKHOLDER APPROVAL
OF MERGER WITH COMMERCIAL CAPITAL BANCORP, INC.

(El Segundo, CA) Shareholders of Hawthorne Financial Corporation (Nasdaq: HTHR) voted overwhelmingly to approve the merger between Hawthorne and Commercial Capital Bancorp, Inc. (Nasdaq: CCBI). With over 69% of Hawthorne common stock represented, Hawthorne shareholders approved the merger by a vote of over 98%. The Hawthorne Board of Directors had unanimously recommended approval of the merger. CCBI recently announced that it had received regulatory approval for the merger, and stockholder approval for the issuance of shares of CCBI in connection with the merger. Subject to satisfactory completion or waiver of the remaining conditions to closing, CCBI and Hawthorne expect to complete the acquisition on June 4, 2004.

“We look forward to completing this transaction and thank our stockholders and customers for their loyalty and support,” said Hawthorne President and Chief Executive Officer Simone Lagomarsino.

Hawthorne Savings, F.S.B., operates fifteen full service branches in the coastal counties of Southern California. The Company specializes in real estate secured loans in the niche markets that it serves, including: 1) permanent loans collateralized by single family residential property, 2) permanent and construction loans secured by multi-family residential and commercial real estate, 3) loans for the construction of individual single family residential homes and acquisition and development of land for the construction of such homes. Commercial Capital Bancorp, Inc., with $1.96 billion of total assets and $736.3 million of deposits at March 31, 2004, is a multifaceted financial services company, which provides financial services to meet the needs of its client base, which includes income-property real estate investors, middle market commercial businesses, and high net-worth individuals, families and professionals. CCBI was the 4th largest multi-family lender in California during the 12 months ended March 31, 2004 (source: Dataquick Information Systems) and Commercial Capital Bank (the “Bank”) was the fastest growing savings institution in California, based on percentage growth in total assets over the 36 months ended December 31, 2003 (source: www.fdic.gov). Commercial Capital Bank has full service banking offices located at the Company’s headquarters in Irvine, Rancho Santa Margarita, Riverside, and La Jolla and loan origination offices in Sacramento, Corte Madera (Marin County), Oakland, Burlingame, Woodland Hills, Encino, Los Angeles, Irvine, Riverside, and La Jolla, California, and plans to open banking offices in Malibu, California in June 2004, Beverly Hills, California in the summer of 2004, and Newport Coast, California in 2005.

For more information, please visit Hawthorne Financial Corporation’s website at: www.hawthornesavings.com or Commercial Capital’s website at www.commercialcapital.com.

This press release contains forward-looking statements as referenced in the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to the anticipated date of closing the transaction. These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results, performance or achievements to differ materially from those expressed, suggested or implied by the forward-looking statements due to the number of factors. Factors which could cause the closing of the transaction not to occur or be delayed include a failure or delay of either party in satisfying the remaining conditions precedent to closing.