RANCHO CUCAMONGA, Calif., June 5 /PRNewswire-FirstCall/ -- PFF Bancorp,Inc. (NYSE: PFB, the 'Company'), the holding company for PFF Bank & Trust (the'Bank'), Diversified Builder Services, Inc. and Glencrest Investment Advisors,Inc., today announced that it intends to commence a private placement offeringof Units, consisting of Convertible Senior Secured Notes due 2009 and sharesof common stock of the Company. The aggregate gross proceeds to the Companyfrom the offering are expected to be approximately up to $460 million. Theproceeds are intended to be used to strengthen the Bank's capital levels andprovide for the retirement of the Company's secured commercial bank loan witha current outstanding principal balance of $44.0 million and a maturity dateof June 16, 2008.

Under the terms of the proposed private placement, the Company will berequired to seek stockholder approval to amend the Company's certificate ofincorporation to increase the number of shares of common stock the Company isauthorized to issue. The Company expects to hold a special meeting ofstockholders for this purpose and to distribute a proxy statement to theCompany's stockholders in connection therewith. The Company encouragesstockholders to read these materials carefully when they become availablebefore making any decision with respect to the amendment.

The issuance of the Units is generally subject to approval by theCompany's stockholders pursuant to the rules of the New York Stock Exchange(the 'NYSE'). However, the NYSE rules provide for an exception in certaincircumstances. In accordance with NYSE rules, the Audit Committee of theBoard of Directors has expressly approved the Company's intended use of theexception. The Company expects to mail a notice to stockholders explainingthe reliance on the exception for the issuance of the Units, and the commonstock issuable upon conversion of the Notes, on or about June 5, 2008.