<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
Professional Bancorp, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Bowne of Los Angeles
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
PROFESSIONAL BANCORP, INC.
606 BROADWAY
SANTA MONICA, CALIFORNIA 90401
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995
------------------------
NOTICE IS HEREBY GIVEN TO THE SHAREHOLDERS OF PROFESSIONAL BANCORP,
INC. (the "Company") that, pursuant to the Bylaws of the Company and the call of
its Board of Directors, the Annual Meeting of Shareholders (the "Meeting") of
the Company will be held at the Santa Fe Springs Processing Center of First
Professional Bank, N.A., 9900 Norwalk Blvd., Suite 150, Santa Fe Springs, CA
90670, Wednesday, April 26, 1995 at 5:30 p.m., for the purpose of considering
and voting upon the following matters:
1. ELECTION OF DIRECTORS. Electing the following nine persons to the Board
of Directors to serve until the 1996 Annual Meeting of Shareholders and until
their successors are elected and have qualified:
<TABLE>
<S> <C>
Richard A. Berger Joel W. Kovner, Dr., P.H., MPH
H. Leon Brooks, M.D. Ray T. Oyakawa, M.D.
James B. Jacobson Lynn O. Poulson, J.D.
Ronald L. Katz, M.D. David G. Rodeffer, MPH
Melinda McIntyre-Kolpin
</TABLE>
2. APPROVING APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS. Approving the
appointment of the firm of KPMG Peat Marwick LLP as independent public
accountants for 1995.
3. OTHER BUSINESS. Transacting such other business as may properly come
before the Meeting and any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 31, 1995,
as the record date for determination of shareholders entitled to notice of, and
to vote at, the Meeting.
By Order of the Board of Directors
/s/ Joel W. Kovner
JOEL W. KOVNER
Chairman of the Board
Dated: April 6, 1995
<PAGE> 3
Section 3.3 of the bylaws of the Company provide for the nominations of
directors in the following manner:
"NOMINATION OF DIRECTORS. Nominees for election to the Board shall be
selected by the Board or a committee of the Board to which the Board has
delegated the authority to make such selections pursuant to these Bylaws.
The Board or such committee, as the case may be, will consider written
recommendations from shareholders for nominees for election to the Board
provided such recommendations, together with (i) such information regarding
each nominee as would be required to be included in a proxy statement filed
pursuant to the Exchange Act, (ii) a description of all arrangements or
other understandings among the recommending shareholder and each nominee
and any other person with respect to such nomination and (iii) the consent
of each nominee to serve as a director are received by the Secretary of the
Corporation, in the case of an annual meeting of shareholders, not later
than the date specified in the most recent proxy statement of the
Corporation as the date by which shareholder proposals for consideration at
the next annual meeting of shareholders must be received, and, in the case
of a special meeting of shareholders, not later then the tenth day after
the giving of notice of such meeting. Only persons duly nominated for
election to the Board in accordance with this (Bylaw) and with respect to
whose nominations proxies have been solicited pursuant to a proxy statement
filed pursuant to the Exchange Act shall be eligible for election to the
Board. Each notice to shareholders of a meeting of shareholders at which
directors are to be elected shall contain a statement to the effect set
forth in this (Bylaw)."
YOU ARE URGED TO VOTE IN FAVOR OF THE PROPOSALS OF THE COMPANY'S BOARD OF
DIRECTORS BY SIGNING AND RETURNING THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY
MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF THE
COMPANY IN WRITING OF REVOCATION OF YOUR PROXY, OR BY FILING A DULY EXECUTED
PROXY BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
<PAGE> 4
PROFESSIONAL BANCORP, INC.
606 BROADWAY
SANTA MONICA, CALIFORNIA 90401
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the Annual Meeting of Shareholders (the "Meeting") of
Professional Bancorp, Inc. (the "Company") to be held at the Processing Center
of First Professional Bank, N.A., 9900 Norwalk Blvd., Suite 150, Santa Fe
Springs, CA 90670, Wednesday, April 26, 1995 at 5:30 p.m., and at any and all
adjournments.
It is anticipated that this Proxy Statement will be mailed to shareholders
eligible to receive notice of and vote at the Meeting on or about April 6, 1995.
The matters to be considered and voted upon at the Meeting will be:
1. ELECTION OF DIRECTORS. Electing the following nine persons to the Board
of Directors to serve until the 1996 Annual Meeting of Shareholders and until
their successors are elected and have qualified:
<TABLE>
<S> <C>
Richard A. Berger Joel W. Kovner, Dr., P.H., MPH
H. Leon Brooks, M.D. Ray T. Oyakawa, M.D.
James B. Jacobson Lynn O. Poulson, J.D.
Ronald L. Katz, M.D. David G. Rodeffer, MPH
Melinda McIntyre-Kolpin
</TABLE>
2. APPROVING APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS. Approving the
appointment of the firm of KPMG Peat Marwick LLP as independent public
accountants for 1995.
REVOCABILITY OF PROXIES
A form of Proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such a Proxy has the right to and may
revoke it at any time before it is exercised by filing with the Secretary of the
Company an instrument revoking it or a duly executed Proxy bearing a later date.
In addition, the powers of the Proxy Holders will be revoked if the person
executing the Proxy is present at the Meeting and elects to vote in person by
advising the Chairman of the Meeting of his/her election to vote in person, and
by voting in person at the Meeting. Subject to such revocation all shares
represented by a properly executed Proxy received in time for the Meeting will
be voted by the Proxy Holders in accordance with the instructions on the Proxy.
IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A PROPOSAL TO BE ACTED UPON, THE
SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED IN FAVOR OF THE ELECTION
OF THE NOMINEES FOR DIRECTOR SET FORTH HEREIN AND IN FAVOR OF RATIFYING THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 1995.
IF ANY OTHER BUSINESS IS PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY'S BOARD OF
DIRECTORS.
<PAGE> 5
PERSONS MAKING THE SOLICITATION
This solicitation of Proxies is being made by the Board of Directors of the
Company. The expense of preparing, assembling, printing and mailing this Proxy
Statement and the materials used in the solicitation of Proxies for the Meeting
will be borne by the Company. It is contemplated that Proxies will be solicited
principally through the use of the mail, but officers, directors and employees
of the Company and its subsidiary, First Professional Bank, N.A. (the "Bank"),
may solicit Proxies personally or by telephone, without receiving special
compensation therefor. Although there is no formal agreement to do so, the
Company may reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding these Proxy Materials to
shareholders whose stock in the company is held of record by such entities.
VOTING SECURITIES
There were issued and outstanding 1,131,859 shares of the Company's Common
Stock on March 31, 1995, which has been fixed as the record date for the purpose
of determining the shareholders entitled to notice of and to vote at the
Meeting. Each holder of Common Stock will be entitled to one vote, in person or
by Proxy, for each share of Common Stock held of record on the books of the
Company as of the record date for the Meeting on any matter submitted to the
vote of the shareholders, except that in connection with the election of
directors, the shares may be voted cumulatively if a shareholder present and
voting at the Meeting gives notice at the Meeting and prior to the voting of his
or her intention to so vote. If any shareholder gives such notice, all
shareholders may cumulate their votes for nominees. Cumulative voting means that
a shareholder has the right to vote the number of shares he or she owns as of
the record date, multiplied by the number of directors to be elected. This total
number of votes may be cast for one nominee or it may be distributed among
nominees in any manner as the shareholder sees fit. If cumulative voting is
declared at the Meeting, votes represented by Proxies delivered pursuant to this
Proxy Statement may be cumulated in the discretion of the Proxy Holders, in
accordance with the recommendations of the Board of Directors, and discretionary
authority to do so is included in the Proxy.
VOTING
The presence, in person or by proxy, of the holders of at least a majority
of the total number of outstanding shares of Common Stock is necessary to
constitute a quorum at the Meeting. At the Meeting, directors will be elected by
a plurality of the votes cast. Therefore, the nine nominees receiving the
highest number of affirmative votes shall be elected directors of the Company at
the conclusion of the tabulation of the votes. The actual number of directors
elected may be less than nine in the event that fewer than nine nominees receive
any affirmative votes under the rules of cumulative voting (see "VOTING
SECURITIES" herein). Shares represented by proxies which are marked "withhold
authority" or proxies marked to deny discretionary authority with respect to the
election of any one or more nominees for election as directors will be counted
for the purpose of determining the number of shares represented at the meeting,
but will not be considered as a vote for or as a vote against the respective
nominee or nominees and thus will have no effect on the election of such nominee
or nominees as director. In addition, shares voted on one proposal but not the
other on the proxies returned by brokers will be counted for the purpose of
determining the number of shares represented at the meeting, but will not be
considered as a vote for or against the matter not voted on. Abstentions will
have the same effect as a negative vote on matters other than election of
directors because approval by a majority of the shares represented in person or
by proxy at the Meeting and entitled to vote is required for shareholder
approval of matters other than election of directors.
2
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 31, 1995,
concerning the beneficial ownership of the Company's outstanding Common Stock by
each director and executive officer of the Company, by each nominee to the Board
of Directors, by all directors and executive officers of the Company as a group
and by principal shareholders.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED AND
NAME AND OFFICE HELD NATURE OF PERCENT OF
(OTHER THAN DIRECTOR) OWNERSHIP(1) CLASS(2)
---------------------- ------------ ----------
<S> <C> <C>
Richard A. Berger......................................... 28,127(3) 2.46%
H. Leon Brooks, M.D....................................... 147,991(4) 12.89%
James B. Jacobson......................................... 19,650(5) 1.73%
Ronald L. Katz, M.D....................................... 18,680(6) 1.64%
Joel W. Kovner, Dr., P.H., MPH............................ 423,749(7) 27.93%
Chairman of the Board of Directors
and Chief Executive Officer
Melinda McIntyre-Kolpin................................... 82,750(8) 6.82%
Ray T. Oyakawa............................................ 26,994(9) 2.36%
Lynn O. Poulson, J.D. .................................... 28,976(10) 2.52%
Daniel S. Rader........................................... 32,439(11) 2.79%
David G. Rodeffer, MPH.................................... 34,734(12) 3.03%
All Directors and Executive Officers (10 in Number)....... 844,090(13) 49.19%
Robert H. Leshner(14)..................................... 108,000(15) 8.77%
(holds no office)
</TABLE>
- - ---------------
(1) Unless otherwise indicated, the persons named herein have sole and/or joint
voting power over shares reported and such shares are owned directly.
(2) Options and Warrants to purchase shares of Common Stock held by directors,
officers and other individuals that were exercisable within 60 days after
March 31, 1995 ("Exercisable Option Shares" or "Exercisable Warrant
shares"), are treated as outstanding for the purpose of computing the
number and percentage of outstanding securities of the class owned by such
person but not for the purpose of computing the percentage of the class
owned by any other person.
(3) Includes 13,627 Exercisable Option Shares.
(4) Includes 16,686 Exercisable Option Shares.
(5) Includes 3,434 Exercisable Option Shares.
(6) Includes 8,368 Exercisable Option Shares.
(7) Includes 385,500 Exercisable Option Shares.
(8) Includes 81,500 Exercisable Option Shares.
(9) Includes 10,282 Exercisable Option Shares.
(10) Includes 19,726 Exercisable Option Shares.
(11) Includes 31,036 Exercisable Option Shares.
(12) Includes 14,000 Exercisable Option Shares.
(13) Includes 584,159 Exercisable Option Shares.
(14) Mr. Leshner's business address is 312 Walnut Street, Cincinnati, OH
45202-3874.
(15) Includes 100,000 Exercisable Warrant Shares.
3
<PAGE> 7
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws provide that the Board of Directors shall consist of
one or more directors as determined by the Board of Directors. The Board has
fixed the number at nine. The nine persons named below who are currently members
of the Company's Board of Directors will be nominated for election as directors
to serve until the 1996 Annual Meeting of Shareholders and until their
successors are elected and have qualified. Votes will be cast in such a way as
to effect the election of all nine nominees, or as many thereof as possible
under the rules of cumulative voting (see "VOTING SECURITIES" herein). In the
event that any of the nominees should be unable to serve as a director, it is
intended that the Proxy will be voted for the election of such substitute
nominees, if any, as shall be designated by the Board of Directors. The Board of
Directors has no reason to believe that any of the nominees will be unavailable
to serve if elected. Additional nominations can only be made by complying with
the notice provision set forth in the Bylaws of the Company, an extract of which
is included in the Notice of Annual Meeting of Shareholders accompanying this
Proxy Statement. This Bylaw provision is designed to give the Board of Directors
advance notice of competing nominations, if any, and the qualifications of
competing nominees, and may have the effect of precluding third party
nominations if the notice provisions are not followed.
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
None of the directors or executive officers of the Company was selected
pursuant to any arrangement or understanding, other than with the directors and
executive officers of the Company and the Bank acting within their capacities as
such. There are no family relationships between the directors and executive
officers of the Company.
The following table sets forth the names and certain information as of
March 31, 1995, concerning the persons to be nominated by the Board of Directors
for election as directors of the Company and the one executive officer of the
Company that is not nominated for election as a director:
<TABLE>
<CAPTION>
YEAR YEAR
APPOINTED APPOINTED
OR ELECTED OR ELECTED
NAME AND TITLE BUSINESS EXPERIENCE DURING DIRECTOR OF DIRECTOR OF
(OTHER THAN DIRECTOR) AGE THE PAST FIVE YEARS THE COMPANY THE BANK
- - ------------------------------- --- ----------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Richard A. Berger.................. 63 President, Richard A. Berger 1981 1981
Associates, Inc. (Realtors);
Past President and Chief
Financial Officer, California
Culinary Institute
H. Leon Brooks, M.D................ 59 Physician (Orthopedic 1984 1984
surgeon), Tower Orthopaedic
and Sports Medicine
James B. Jacobson.................. 72 President, JBJ Management 1990 1990
Inc. (personal services
corporation)
Ronald L. Katz, M.D. .............. 62 Professor of anesthesiology, 1984 1984
USC Medical Center; Professor
and past Chairman of
Anesthesiology, UCLA Medical
Center; Past Chief of Staff,
UCLA Medical Center
Joel W. Kovner, Dr. P.H., MPH ..... 53 Chief Executive Officer, 1981 1981
Chairman of the Board of First Professional Bank,
Directors, President and N.A.; Medical Economist
Chief Executive Officer(1)
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
YEAR YEAR
APPOINTED APPOINTED
OR ELECTED OR ELECTED
NAME AND TITLE BUSINESS EXPERIENCE DURING DIRECTOR OF DIRECTOR OF
(OTHER THAN DIRECTOR) AGE THE PAST FIVE YEARS THE COMPANY THE BANK
- - ------------------------------- --- ----------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Melinda McIntyre-Kolpin........ 38 President, First Professional 1989 1989
Bank, N.A.; serves as a
director of Pacific
Physicians Services
Ray T. Oyakawa, M.D............ 47 Ophthalmologist, Chief 1988 1988
Executive Officer, Pacific
EyeNet
Lynn O. Poulson, J.D.,......... 57 Partner of Johnson & Poulson 1982 1982
Secretary(1) (law firm)
Daniel S. Rader................ 35 Executive Vice President, N/A N/A
Chief Financial Officer Chief Financial Officer and
and Treasurer(1) Chief Investment Officer,
First Professional Bank, N.A.
(since 1994)
David G. Rodeffer, MPH......... 49 Executive Vice President and 1994 1994
Chief Operating Officer,
First Professional Bank,
N.A., (since 1993); formerly
partner of Coopers and
Lybrand (healthcare division)
</TABLE>
- - ---------------
(1) All officer positions have been held for the past five years or longer.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
OF "AUTHORITY GIVEN" ON THIS PROPOSAL 1.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During 1994, the Board of Directors of the Company held twelve meetings.
The Audit Committee of the Board of Directors oversees the Company's outside
independent public accountants. The Audit Committee consists of Mr. Berger and
Dr. Katz and met eight times during 1994.
The Company's Board of Directors does not have a standing nominating or
compensation committee; however, the Board of Directors of First Professional
Bank, N.A. has a compensation committee which performs those functions and will
be referred to herein as the Compensation Committee.
During 1994, no director of the Company who is standing for election at the
Annual Meeting attended less than 75% of the aggregate meetings of the Company's
Board of Directors and, if applicable, the committee of the Board on which he or
she served.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange Commission
and the American Stock Exchange initial reports of ownership and reports of
changes in ownership of Common Stock of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely upon review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1994 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than
5
<PAGE> 9
ten percent beneficial owners were fulfilled in a timely manner, with the
exception of one inadvertently late filing by David G. Rodeffer covering the
purchase of 1,200 shares in March, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
AWARDS
-----------------------
SECURITIES PAYOUTS
ANNUAL COMPENSATION RESTRICTED UNDERLYING -------
------------------- STOCK OPTIONS #/ LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARDS SARS(2) PAYOUTS COMPENSATION(3)
- - --------------------------------- ---- -------- -------- ---------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joel W. Kovner, Dr., P.H......... 1994 $203,000 $249,000 -0- -0- -0- $ 3,000
Chairman of the Board 1993 197,000 288,000 -0- 10,500 -0- 8,728
and Chief Executive 1992 190,000 310,000 -0- 311,115 -0- 4,364
Officer of the Company
Melinda McIntyre-Kolpin.......... 1994 136,500 125,000 -0- -0- -0- -0-
President of First 1993 132,500 125,000 -0- 6,500 -0- -0-
Professional Bank, N.A. 1992 127,000 135,000 -0- 56,835 -0- -0-
David G. Rodeffer, MPH........... 1994 150,000 75,000 -0- 25,000 -0- 75,816
Executive Vice President and 1993 N/A N/A N/A N/A N/A N/A
Chief Operating Officer of 1992 N/A N/A N/A N/A N/A N/A
First Professional Bank, N.A.
Daniel S. Rader.................. 1994 86,000 35,000 -0- -0- -0- 2,320
Chief Financial Officer and 1993 79,500 30,000 -0- 2,000 -0- 2,040
Treasurer of the Company 1992 69,000 22,500 -0- 26,572 -0- 1,380
</TABLE>
- - ---------------
(1) Includes bonuses accrued in 1994, 1993 and 1992 and paid in 1995, 1994 and
1993, respectively, except for the 1994 and 1993 bonus for Melinda
McIntyre-Kolpin; $67,500 of the bonus earned in 1993 was paid in 1993 and
$87,500 of the bonus earned in 1994 was paid in 1994.
(2) Reflects options only; no stock appreciation rights ("SARs") have been
issued.
(3) Reflects the Bank's contribution to the officer's savings plan account
pursuant to Section 401(k) of the Internal Revenue Code, and a $75,000
signing bonus paid to David G. Rodeffer, who joined the Company in January,
1994.
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
--------------------------------------------------- REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL
SECURITIES OPTIONS/SARS RATES OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION
OPTIONS/SARS EMPLOYEES OR BASE FOR OPTION TERM(2)
GRANTED IN FISCAL PRICE EXPIRATION ---------------------------
NAME (#) YEAR ($/SH) DATE 5%($) 10%($) 0%($)
- - ------------------------ ------------ ------------ -------- ---------- ------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
David G. Rodeffer,
MPH................... 25,000 100.00 12.00 1/25/04 188,750 478,000 --
</TABLE>
- - ---------------
(1) All stock options are granted at an exercise price equal to or greater than
the market price at the time of such grant. All stock options are vested
based on the date of employment at a rate of one third per year. All stock
options are unregistered and the shares acquired are restricted from sale or
transfer for a period of two years following exercise.
(2) Amounts reflect arbitrary rates of appreciation set forth in the applicable
Securities and Exchange Commission regulations. Actual gains, if any, on
stock option exercises depend on future performance of the Company's Common
Stock and overall stock market conditions. No assurance can be given that
the amounts reflected in these columns will be achieved. The Company's per
share stock price would be $19.55 and $31.12 if increased 5% and 10%,
respectively, compounded annually over the option term.
6
<PAGE> 10
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
OPTIONS/SARS OPTIONS/SARS
AT FY-END(#) AT FY-END($)
------------- -------------
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- - --------------------------------- ---------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
Joel W. Kovner, Dr. P.H.......... -- -- 385,500 95,828
Melinda McIntyre-Kolpin.......... -- -- 81,500 27,248
David G. Rodeffer, MPH........... -- -- 14,000
11,000(1) --
Daniel S. Rader.................. -- -- 31,036 3,696
</TABLE>
- - ---------------
(1) Of these options, 6,000 and 5,000 become exercisable on August 1, 1995 and
1996, respectively.
COMPENSATION OF DIRECTORS
Compensation is paid to outside directors only. During 1994, each outside
director received a monthly fee of $1,000. Additionally, compensation was paid
based on committee membership as follows: members of the audit committee
received $250 per month (Ronald L. Katz, M.D.) with the committee chairman
receiving $400 per month (Richard A. Berger); members of the loan committee
receive $750 per month (Messrs. H. Leon Brooks, M.D., James B. Jacobson, Ray T.
Oyakawa, M.D. and Lynn O. Poulson, J.D.); members of the Community Reinvestment
Act Oversight Committee receive $350 per month (Richard A. Berger); members of
the Investment Committee receive $350 per month (H. Leon Brooks, M.D. and Ray T.
Oyakawa, M.D.).
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
SALARY CONTINUATION PLAN
In February 1992, the Bank discontinued an existing term life insurance
policy provided as an employee benefit to Dr. Kovner and established in its
place a Salary Continuation Plan (the "SCP"). The term life policy provided
that, in the event of Dr. Kovner's death, his estate would receive a $1,500,000
death benefit. The SCP is a nonqualified, executive benefit plan pursuant to
which the Bank will pay Dr. Kovner an annual retirement benefit of $150,000 per
year for 15 years upon his retirement from active daily service at or after
reaching age 60 in return for his continued current satisfactory performance as
an employee of the Bank. If Dr. Kovner dies while the SCP is in effect, his
estate will receive the payments under the SCP which he was entitled to receive
at the time of his death. Dr. Kovner's right to receive benefits under the SCP
vested on September 1, 1992 representing his completion of ten years of
continuous service since the Bank commenced operations. The SCP is an unfunded
plan; however, as a deferred compensation plan, the Bank is required to accrue
sufficient expenses so that the present value of the benefit to be paid to Dr.
Kovner at age 60 is reflected as a liability on the Bank's books by that time.
During 1995, the Bank will accrue such liability at a rate of approximately
$9,500 per month. The SCP is not an employment contract. In the event Dr.
Kovner's employment with the Bank is terminated, voluntarily or involuntarily,
for any other reason after September 1, 1992, the Bank shall commence paying
benefits to Dr. Kovner as called for under the SCP. In order to fund its
obligation under the SCP, the Bank has purchased a single premium universal life
policy under which Dr. Kovner is the insured while the Bank is the owner and
beneficiary thereof. If assumptions as to mortality experience, policy dividends
and other factors are realized, the Bank will receive earnings under the new
policy equal to the expense accruals for the SCP retirement benefits. There can
be no assurance that such assumptions will be realized.
7
<PAGE> 11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following persons served on the Company's Compensation Committee during
1994: Messrs. Richard A. Berger, H. Leon Brooks, M.D., Chairman, James B.
Jacobson, Ronald L. Katz, M.D., Ray T. Oyakawa, M.D. and Lynn O. Poulson. All of
the above persons other than James B. Jacobson, have had banking transactions
with the Bank which have included extensions of credit during 1994. In
management's opinion, all loans and commitments to lend included in such
transactions were made in compliance with applicable laws on substantially the
same terms, including interest rates, collateral and repayment terms as those
prevailing for comparable transactions with other persons of similar
creditworthiness and did not involve more than a normal risk of collectibility
or present other unfavorable terms. As of March 31, 1995, all such loans were
current.
COMMON STOCK PERFORMANCE GRAPH
The Comparison Stock Performance Graph below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The following graph shows a five year comparison of cumulative total
returns for the Company, S&P 500 Index and Peer Group Index. The Peer Group
Index consists of commercial banks listed on the American Stock Exchange (AMEX)
and was provided to the Company by SNL Securities.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
PROFESSIONAL BANCORP, INC., S&P 500 INDEX AND SNL AMEX BANK INDEX(1)
[GRAPHIC]
<TABLE>
<CAPTION>
MEASUREMENT PERIOD SNL AMEX BANK PROFESSIONAL S&P 500
(FISCAL YEAR COVERED) INDEX BANCORP, INC. TOTAL RETURN
- - --------------------- ------------- ------------- ------------
<S> <C> <C> <C>
12/31/89 $100.00 $100.00 $100.00
12/31/90 57.09 64.65 96.90
12/31/91 66.00 113.13 126.43
12/31/92 78.67 153.54 136.06
12/31/93 83.86 142.77 149.77
12/31/94 90.67 83.50 151.45
</TABLE>
- - ---------------
(1) Assumes $100 invested on 12/31/89 in Professional Bancorp, Inc. Common
Stock, S&P 500 Index, and the SNL AMEX Bank Index. Also assumes reinvestment
of all dividends.
PURCHASE OF SHARES
On December 18, 1990, the Company finalized and executed a Stock Purchase
Agreement (the "Agreement") with Don S. Levin, a principal shareholder of the
Company, pursuant to which the Company agreed to purchase 165,455 shares of the
Company's common stock owned by Mr. Levin. The purchases under the Agreement
were to be made in annual installments during the period December 20, 1990
through December 20, 1995. Under the terms of the Agreement, the Company
purchased 16,000 shares from Mr. Levin on December 20, 1990 for aggregate
consideration of $330,000. On December 20, 1991, the Company purchased an
additional 16,000 shares for aggregate consideration of $330,000; on December
20,
8
<PAGE> 12
1992, the Company purchased an additional 17,000 shares for aggregate
consideration of $330,000; on December 20, 1993, the Company purchased an
additional 32,000 shares for aggregate consideration of $580,000; on December
30, 1994 the Company purchased the remaining 84,455 shares for aggregate
consideration of $930,000. The aggregate purchase price for the purchase of all
of Mr. Levin's shares was $2,500,000. The Agreement provides that Mr. Levin will
not purchase any additional shares of the Company's Common Stock for an
additional seven years following December 30, 1994.
CERTAIN TRANSACTIONS
Some of the current directors and executive officers of the Company, and
companies with which they are associated, are customers of, and have had banking
transactions with, the Bank in the ordinary course of the Bank's business and
the Bank expects to have banking transactions with such persons in the future.
In management's opinion, all loans and commitments to lend included in such
transactions were made in compliance with applicable laws on substantially the
same terms, including interest rates, collateral and repayment terms as those
prevailing for comparable transactions with other persons of similar
creditworthiness and did not involve more than a normal risk of collectibility
or present other unfavorable terms. As of March 31, 1995, all such loans were
current.
The board permits certain executive officers to obtain short-term loans
from the Company. During 1994, Dr. Joel W. Kovner received loans between June
and December totaling $174,900 at an interest rate of 5%. All such loans were
paid in full at December 31, 1994.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick LLP served as independent public accountants
for the Company and the Bank for 1994 and has been selected by the Board of
Directors to continue to serve in that capacity for 1995.
It is anticipated that a representative of KPMG Peat Marwick LLP will be
present at the Meeting, will have an opportunity to make a statement if so
desired, and will be available to respond to appropriate questions from
shareholders.
Shareholder ratification of the selection of auditors is not required under
the laws of the State of Pennsylvania, but the Board nevertheless decided to
ascertain the views of the shareholders in this regard. If the selection of KPMG
Peat Marwick LLP is not ratified at the Meeting, the Board will consider the
selection of other auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL 2.
SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders of the Company (i) must be received by the Company at
its offices at 606 Broadway, Santa Monica, California 90401, no later than
December 7, 1995 and (ii) must satisfy the conditions established by the
Securities and Exchange Commission for shareholder proposals to be included in
the Company's Proxy Statement for that meeting.
9
<PAGE> 13
OTHER MATTERS
The Company's Board of Directors does not know of any matters to be
presented at the Meeting other than those set forth above. However, if other
matters come before the Meeting, it is the intention of the persons named in the
accompanying Proxy to vote said Proxy in accordance with the recommendations of
the Company's Board of Directors on such matters, and discretionary authority to
do so is included in the Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JOEL W. KOVNER
Joel W. Kovner
Chairman of the Board
Dated: April 6, 1995
MANAGEMENT OF THE COMPANY WILL SUPPLY WITHOUT COST, UPON WRITTEN REQUEST, A
COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10K INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES. SUCH REQUEST SHOULD BE DIRECTED TO DANIEL S. RADER,
CHIEF FINANCIAL OFFICER, PROFESSIONAL BANCORP, INC., 606 BROADWAY, SANTA MONICA,
CALIFORNIA 90401.
10
<PAGE> 14
PROXY PROFESSIONAL BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1995
The undersigned shareholder of Professional Bancorp, Inc. (the "Company")
hereby nominates, constitutes and appoints Joel W. Kovner and Lynn O. Poulson,
and each of them, the attorney, agent and proxy of the undersigned, with full
powers of substitution, to vote all the stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company to be held at the Processing Center of First Professional Bank, N.A.,
9900 Norwalk Blvd., Suite 150, Santa Fe Springs, CA 90670, on Wednesday, April
26, 1995 at 5:30 p.m. and at any and all adjournments thereof, as fully and with
the same force and effect as the undersigned might or could do if personally
present as follows:
1. ELECTION OF DIRECTORS
To elect the nine persons named below and in the Proxy Statement dated April
6, 1995, accompanying the Notice of said Meeting, to serve until the 1996 Annual
Meeting of Shareholders and until their successors are elected and have
qualified:
Richard A. Berger, H. Leon Brooks, M.D., James B. Jacobson,
Ronald L. Katz, M.D., Melinda McIntyre-Kolpin, Joel W. Kovner, Dr., P.H., MPH,
Ray T. Oyakawa, M.D., Lynn O. Poulson, J.D., David G. Rodeffer, MPH
AUTHORITY GIVEN / / AUTHORITY WITHHELD / /
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR SOME BUT NOT ALL OF THE
NOMINEES NAMED ABOVE, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN" AND YOU
SHOULD ENTER THE NAME(S) OF THE NOMINEE(S) WITH RESPECT TO WHOM YOU WISH TO
WITHHOLD AUTHORITY TO VOTE IN THE SPACE PROVIDED BELOW:
- - --------------------------------------------------------------------------------
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS. Ratifying
the appointment of the firm of KPMG Peat Marwick LLP as independent public
accountants of the Company for 1995.
FOR / / AGAINST / / ABSTAIN / /
PLEASE SIGN AND DATE ON THE REVERSE SIDE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON PROPOSAL 1
AND "FOR" ON PROPOSAL 2. THE PROXY CONFERS AUTHORITY AND SHALL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS UNLESS A CONTRARY
INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE
WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF ANY, PRESENTED AT THE MEETING,
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS.
<TABLE>
<S> <C>
------------------------------ DATED: , 1995
(Numbers of Shares)
------------------------------
(Please Print Your Name)
------------------------------
(Signature of Shareholder)
------------------------------
(Please Print Your Name)
------------------------------
(Signature of Shareholder)
(Please date this Proxy and sign your
name as it appears on the stock
certificates. Executors, administrators,
trustees, etc., should give their full
titles. All joint owners should sign.)
I do / / do not / / expect to attend the
Meeting.
</TABLE>
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS, AND MAY
BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE CORPORATE SECRETARY OF THE
COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A
LATER DATE, OR BY APPEARING IN PERSON AND VOTING AT THE MEETING.
