SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PROFESSIONAL BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
PROFESSIONAL BANCORP SHAREHOLDERS PROTECTIVE COMMITTEE
(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), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[X] $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>
PROFESSIONAL BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
June 19, 1996
PROXY STATEMENT OF
PROFESSIONAL BANCORP SHAREHOLDERS PROTECTIVE COMMITTEE
IN OPPOSITION TO THE BOARD OF DIRECTORS OF PROFESSIONAL BANCORP, INC.
TO URGE SHAREHOLDERS TO WITHHOLD THEIR PROXY OR REVOKE
ANY PROXY PREVIOUSLY SUBMITTED TO MANAGEMENT
Concerned shareholders of Professional Bancorp, Inc. (the "Company")
have formed a Professional Bancorp Shareholders Protective Committee (the
"Committee") to act in the best interests of the Company and the shareholders.
The Committee was formed because of certain information about the mismanagement
of the Company which caused the Committee Members great concern.
The Committee has asked the Board of Directors of the Company to
investigate allegations that Joel W. Kovner, Chairman of the Board and Chief
Executive Officer of the Company, and Chairman of the Board and Chief Executive
Officer of First Professional Bank, N.A. (the "Bank"), may have materially
neglected to perform his duties, committed material acts of malfeasance,
breached his fiduciary duties, committed waste of corporate assets, and may have
violated federal and state banking and securities laws and regulations and
federal and state sexual harassment/discrimination laws and regulations. The
Committee also asked the Directors to investigate the compensation (salary,
bonuses, stock options and retirement plans) paid to Mr. Kovner, the
compensation, including stock options and Directors' fees, paid to Board
members, loans by directors to Mr. Kovner and the failure of management to
respond to the changing health care financial marketplace.
The Committee has further requested that a Special Shareholder Meeting
be held on July __, 1996, to remove the current members of the Board of
Directors and to elect a new slate of independent and qualified Directors who
will act in the best interests of the Company, the Bank and the shareholders.
Shareholders will soon receive a Proxy Statement from the Committee
describing a slate of Director nominees selected by the Committee because they
have the independence, qualifications and business experience which will be
beneficial to the Company and the Bank. Shareholders can decide AT THE SPECIAL
SHAREHOLDERS MEETING (NOT THE ANNUAL MEETING) which Directors are most qualified
and will act in the best interests of the Company.
Save your vote. In order to make the Special Shareholders Meeting a
well-considered, meaningful election of qualified, independent Directors, the
Committee urges you NOT VOTE IN PERSON OR BY PROXY at the Annual Meeting. Please
do not return any proxy card solicited by the Company. If you have already
returned your card, please revoke any proxy card previously submitted to the
Company. If you have already sent your proxy card to the Company, you can
revoke your proxy by signing, dating and sending the enclosed Revocation of
Proxy form to us.
This Proxy Statement is first being mailed or furnished to shareholders
on or about May ___, 1996.
The Committee believes the current members of the Board of Directors
(1) are not independent and disinterested because certain Directors and their
family members have significant financial relationships with Mr. Kovner,
including personal loans to Mr. Kovner, (2) have not adequately
<PAGE>
overseen the management and internal controls of the Company and Bank, and (3)
have approved excessive compensation and benefits for Mr. Kovner and for
themselves as Directors of the Company. One example of excessive Director
compensation is the proposed 1996 Non-Employee Stock Option Plan (the "Stock
Option Plan") being submitted for shareholder approval at the Annual Meeting.
The Committee believes that the Company needs an independent, qualified Board of
Directors to manage the Company and maximize the interests of shareholders.
This Proxy Statement is being furnished by the Committee to holders of
the common stock, $.008 par value, (the "Common Stock") of Professional Bancorp,
Inc., a Pennsylvania corporation (the "Company"), in connection with the Annual
Meeting of Shareholders of the Company, scheduled to be held on Wednesday, June
19, 1996, at 5:30 p.m., at First Professional Bank, N.A., 606 Broadway, Santa
Monica, California 90401, and at any and all adjournments or postponements
thereof (the "Annual Meeting"). The Company's principal executive offices are
located at 606 Broadway, Santa Monica, California 90401.
The Company mailed a Notice of Annual Meeting of Shareholders and
accompanying Proxy Statement for the June 19, 1996 meeting to shareholders on
April 29, 1996. The Company's Notice stated that three issues are to be voted
upon at the Annual Meeting: (1) the election of seven Directors nominated by the
current Board of Directors of the Company; (2) approval of the 1996 Non-Employee
Director Stock Option Plan; and (3) approval of the appointment of KPMG Peat
Marwick LLP as the Company's independent public accountants for 1996. Holders of
record of shares of Common Stock as of April 26, 1996, the record date for the
Annual Meeting, are entitled to vote at the Annual Meeting.
The Committee and you share an important interest: maximizing the value
of our investment in Professional Bancorp, Inc. The Committee is seeking to do
exactly that by electing a new Board of Directors of Professional Bancorp, Inc.
- -- a Board with the independence, integrity and qualifications that will
maximize shareholder values.
A quorum of shareholders must be present at the Annual Meeting for any
action (including the election of the Company's slate of Directors and the
approval of the Stock Option Plan) to be taken. A quorum requires more than half
of the outstanding shares to be present in person or by proxy.
We urge you not to return your proxy card to the Company to prevent a
quorum from being present at the Annual Meeting. If you have already sent your
proxy card to the Company, you can revoke your proxy by signing, dating and
sending the enclosed Revocation of Proxy form to us.
If your shares are held in the name of a brokerage firm, bank or
nominee, your shares can be voted only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person not to return the Company's proxy card, or to
revoke the proxy if it has already been submitted, to prevent a quorum from
being present at the Annual Meeting.
If your shares are registered in more than one name, the Revocation of
Proxy form must be signed by all such persons to ensure that the Company's proxy
card is properly revoked.
- 2 -
<PAGE>
You are urged not to submit a proxy and you are urged to revoke any
proxy already submitted, even if your shares have been sold after the April 26,
1996 record date. See "Voting Securities and Proxy Procedures."
THE COMMITTEE
The Committee was formed on May 10, 1996. The Committee Members
beneficially own in the aggregate 143,745 shares of Common Stock, representing
approximately 11.05% of the shares outstanding. The following sets forth the
name, business address and the number of shares of Common Stock of the Company
beneficially owned by each of the Committee Members.
<TABLE>
<S> <C> <C> <C>
Number of Shares
Name and Principal of Common Stock Percent of
Business Address Occupation Beneficially Owned Class
Milton J. Schloss Sr. Trustee Retired; Chief 21,000 1.61%
Milton J. Schloss Trust Executive Officer,
U/A DTD 1/3/84 John Morrell & Company,
c/o Star Bank Trust Dept. until 1991
425 Walnut Street
Cincinnati, Ohio 45229
George E. Fern Co. Ohio corporation; 60,270 4.63%
Mr. George J. Budig, President Convention and
1100 Gest Street exposition contractors
Cincinnati, Ohio 45203 and decorators
Martin S. Goldfarb, M.D. Physician, private 22,050 1.70%
2080 Century Park East practice
Suite 1806
Los Angeles, California 90067
Herbert B. Weiss, Esq. Attorney, Senior Partner 10,500 0.81%
Delaware Charter Guarantee, and Chairman of the Real
& Trust, FBO Herbert Weiss IRA Estate Dept., Keating,
1800 Provident Tower Muething & Klekamp
1 East Fourth Street
Cincinnati, Ohio 45202
Joel S. Moskowitz, Esq. Attorney, Moskowitz 3,675 0.28%
4300 Carew Tower & Moskowitz
441 Vine Street
Cincinnati, Ohio 45202
Mark B. Kuby, M.D. Physician, private 26,250 2.02%
8014 Plainfield practice
Cincinnati, Ohio 45236
</TABLE>
- 3 -
<PAGE>
Except as set forth in this Proxy Statement or in the Appendices
hereto, to the best knowledge of the Committee, none of the Committee Members,
none of the persons participating in this solicitation on behalf of the
Committee, and no associate of any of the foregoing persons (i) owns
beneficially, directly or indirectly, or has the right to acquire, any
securities of the Company or any parent or subsidiary of the Company, (ii) owns
any securities of the Company of record but not beneficially, (iii) has
purchased or sold any securities of the Company within the past two years, (iv)
has incurred indebtedness for the purpose of acquiring or holding securities of
the Company, (v) is or has been a party to any contract, arrangement or
understanding with respect to any securities of the Company within the past
year, (vi) has been indebted to the Company or any of its subsidiaries since the
beginning of the Company's last fiscal year, or (vii) has any arrangement or
understanding with respect to future employment by the Company or with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party. In addition, except as set forth in this Proxy Statement or in
the Appendices hereto, to the best knowledge of the Committee, none of the
Committee Members, none of the persons participating in this solicitation on
behalf of the Committee, and no associate or immediate family member of any of
the foregoing persons has had or is to have a direct or indirect material
interest in any transaction with the Company since the beginning of the
Company's last fiscal year, or any proposed transaction, to which the Company or
any of its affiliates was or is a party.
None of the corporations or organizations for which any of the
Committee Members has conducted his principal occupation or employment was a
parent, subsidiary or other affiliate of the Company and none of the Committee
Members holds any position or office with the Company, has any family
relationship with any executive officer or Director of the Company or each
other, or has been involved in any legal proceeding of the type required to be
disclosed by the rules governing this solicitation.
NOT SENDING (OR REVOKING YOUR PROXY IF ALREADY SENT)
WILL PREVENT THE ELECTION OF MANAGEMENT'S NOMINEES FOR DIRECTORS
According to the Company's Proxy Statement, the Board has fixed the
number of Directors of the Company at seven, and the Board of Directors has
nominated seven Directors for election at the Annual Meeting. Each Director so
elected would hold office until the next annual election and until his successor
is duly elected and qualified, unless sooner displaced.
One of the Directors nominated by the current Board of Directors is Mr.
Kovner's brother, Anthony R. Kovner, Ph.D., who is a professor at the Wagner
Graduate School of Public Service in New York. It is not apparent from the
Company's Proxy Statement that Mr. Anthony Kovner has any business experience or
other qualifications that would be beneficial to the Company.
The current members of the Board of Directors are not independent and
disinterested and therefore the Committee believes it is in the best interest of
the Company that they not be reelected. The Directors have not effectively
supervised the management of the Company and Bank. Further, the compensation, in
both Directors' fees and stock options, that the current Board of Directors has
approved for themselves is inappropriate and excessive. Moreover, the Directors
have also improperly approved excessive compensation for Mr. Kovner, in the form
of salary, bonuses, stock options and the Executive Salary Continuation
Agreement, even though several Directors are not independent and disinterested
because they and their family members have or have had significant financial
transactions with Mr. Kovner, including personal loans to Mr. Kovner.
- 4 -
<PAGE>
According to the Company's Proxy Statement, the outside Directors
received the following fees during 1995:
<TABLE>
<S> <C> <C> <C>
Director Director Fees Committee Fees Committees
Ronald L. Katz, M.D. $12,000 $3,000 Audit; Compensation
Richard A. Berger $12,000 $4,800 Chairman, Audit; Compensation
Lynn Poulson $12,000 $9,000 Loan; Compensation
James B. Jacobson $12,000 $9,000 Loan; Compensation
Richard A. Berger $12,000 $8,400 Chairman, Community
------- -------
Total: $60,000 $34,200 Reinvestment Act Oversight;
Compensation
</TABLE>
In addition, the outside Directors now propose that they be issued up to 50,000
shares of Common Stock pursuant to the 1996 Stock Option Plan.
As discussed above, the Committee has requested that a Special
Shareholder Meeting be held on _________, 1996, to remove the current Directors
and replace them with a slate of Directors proposed by the Committee. The
Committee will nominate a slate of Directors who possess independence,
knowledge, qualifications and business experience which will be beneficial to
the Company. A Proxy Statement for the special meeting which sets forth detailed
information about the Committee's nominees will be sent to you soon.
To preserve your vote for the most qualified Directors, the Committee
urges you to not vote either in person or by proxy at the Annual Meeting, to
prevent a quorum so the Directors nominated by the current Board of Directors
will not be elected. To prevent a quorum, you must not submit the Company's
proxy card to the Company, or you must revoke the proxy card if it has already
been sent by sending the enclosed Revocation of Proxy form to the Committee.
NOT SENDING OR REVOKING YOUR PROXY CARD WILL PREVENT THE
APPROVAL OF THE 1996 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
According to the Company's 1996 Proxy Statement, at the Annual Meeting,
shareholders will be asked to approve the 1996 Non-Employee Director Stock
Option Plan. The Committee is not in favor of this proposal. The Committee
believes the stock options and Director and committee fees paid to the outside
Directors are inappropriate and excessive. The proposed 1996 Non-Employee Stock
Option Plan, which has already been approved by the Board of Directors, is an
example of excessive compensation to the outside Directors. The Stock Option
Plan would grant up to 50,000 shares of the Company's common stock to
non-employee Directors. According to the Company's Proxy Statement, non-employee
Directors are already paid a monthly retainer of $1,000, regardless of whether
or not there are any Board meetings or whether they attend any Board meetings.
In addition, outside Directors are also paid monthly committee fees ranging from
$250 to $750, regardless of whether there are any meetings held or whether the
Directors attend the meetings. The total fees paid to the outside Directors in
1995 was $94,200.
- 5 -
<PAGE>
To prevent the Stock Option Plan from being approved, do not send in
your proxy card, or if you already submitted your card, revoke it by mailing
the Revocation of Proxy form to the Committee. If you choose to send in your
proxy card, the Committee urges you to vote against this proposal. See "Voting
Securities and Proxy Procedures."
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
According to the Company's 1996 Proxy Statement, shareholders will be
asked at the Annual Meeting to ratify the appointment by the Company of KPMG
Peat Marwick, LLP as the Company's independent accountants in 1996. Again, the
Committee urges you not to send in your proxy card, or if you already have, to
revoke your proxy card, so a quorum is not present at the Annual Meeting and
this appointment cannot be approved. See "Voting Securities and Proxy
Procedures."
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement,
telephone, facsimile, telegraph and personal solicitation, for which no
compensation will be paid. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward the Committee's
solicitation material to their customers for whom they hold shares, and the
Committee will reimburse them for their reasonable out-of-pocket expenses.
The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will be
borne by the Committee.
Although no precise estimate can be made at the present time, the
Committee currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately Fifty Thousand
Dollars ($50,000), approximately Five Thousand Dollars ($5,000) of which has
been incurred to date. The funds to pay these expenses will be generated by
contributions from the Committee Members and other concerned shareholders. The
Committee intends to seek reimbursement from the Company for those expenses
incurred by the Committee if the Committee's nominees are elected to the Board
of Directors, but does not intend to submit the question of such reimbursement
to a vote of the shareholders.
VOTING SECURITIES AND PROXY PROCEDURES
Only holders of Common Stock of record at the close of business on
April 26, 1996, the record date for the Annual Meeting (the "Record Date"), will
be entitled to vote at the Annual Meeting. Holders of record of shares of Common
Stock on the Record Date are urged not to submit a proxy (or revoke any proxy
already submitted) even if your shares have been sold after the Record Date.
According to the Company's 1996 Proxy Statement dated April 29, 1996, as of the
Record Date there were 1,300,650 shares of Common Stock outstanding and entitled
to vote, constituting the only class of outstanding voting securities. 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 Annual 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
Annual Meeting gives notice at the Annual Meeting and prior to the voting of his
or her intention to so vote. If any shareholder gives such notice, all
shareholders may cumulate
- 6 -
<PAGE>
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 sets fit.
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 Annual Meeting. If a quorum is present at the
Annual Meeting, Directors will be elected by a plurality of the votes cast.
Therefore, the seven (7) nominees nominated by the current Board 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 seven (7) in the event that fewer than seven (7)
nominees receive any affirmative votes under the rules of cumulative voting, as
set forth in the preceding paragraph. 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 Annual 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 Annual 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 Annual Meeting
and entitled to vote is required for shareholder approval of matters other than
election of Directors.
Shares represented by proxies, even if they are marked "Withhold
Authority" or are voted against a proposal, are counted for purposes of
determining if a quorum is present; therefore it is very important that you do
not send in your proxy card or, if you have already submitted the proxy, it is
VERY IMPORTANT that you revoke it so your shares will not be counted for the
purpose of determining if a quorum is present.
See Appendix A and Appendix B for information regarding persons who
beneficially own more than 5% of the Common Stock and the ownership of the
Common Stock by the management of the Company.
Execution of the Company's proxy card will not affect your right to
attend the Annual Meeting and to vote in person. Any proxy may be revoked as to
all matters covered thereby at any time prior to the time a vote is taken by (i)
filing with the Secretary of the Company a later dated written revocation, (ii)
submitting a duly executed proxy bearing a later date to the Secretary of the
Company, or (iii) attending and voting at the Annual Meeting in person.
Attendance at the Annual Meeting will not in and of itself constitute a
revocation. However, in order to save your vote, we urge you not to appear in
person at the Annual Meeting, and not to send your proxy card to the Company (or
to revoke your proxy if it has already been submitted).
If your shares are held in the name of a brokerage firm, bank or
nominee, only that person can vote your shares and only upon receipt of your
specific instructions. Accordingly, please contact the person responsible for
your account and instruct that person not to return the Company's proxy card
- 7 -
<PAGE>
to the Company, or if that person already has, to execute and mail on your
behalf the enclosed Revocation of Proxy.
If you were a shareholder of record on the Record Date, April 26, 1996,
you retain the voting rights in connection with the Annual Meeting even if you
sold such shares after the Record Date. Accordingly, it is important that you
withhold the vote of the shares of Common Stock held by you on the Record Date,
even if you sold the shares after such date.
Except as set forth in this Proxy Statement, the Committee is not aware
of any other matter to be considered at the Annual Meeting.
If you have any questions or need assistance in voting your shares,
please call:
______________________________________
______________________________________
______________________________________
______________________________________
The Committee believes that it is in your best interest not to elect
the Directors nominated by the Company, not to approve the 1996 Non-Employee
Director Stock Option Plan, and to preserve your vote for a slate of Directors
at the special shareholders meeting who will act in the best interests of the
Company. THE COMMITTEE STRONGLY RECOMMENDS THAT YOU NOT RETURN YOUR PROXY CARD,
OR REVOKE YOUR PROXY IF IT HAS ALREADY BEEN SENT TO THE COMPANY.
PROFESSIONAL BANCORP SHAREHOLDERS
PROTECTIVE COMMITTEE
By: /s/ Milton J. Schloss Sr.
Milton J. Schloss Sr., Trustee, Chairman
May __, 1996
- 8 -
<PAGE>
APPENDIX A
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, to the knowledge of the Committee based
on a review of publicly available information, each person reported to own
beneficially more than 5% of the Company's outstanding Common Stock since the
beginning of the Company's last fiscal year.
<TABLE>
<S> <C> <C>
Amount and Nature of
Name and Address of Beneficial Ownership of the
Beneficial Owner Company's Common Stock Percent of Class
Joel W. Kovner 423,749 (1) 27.9%
606 Broadway
Santa Monica, CA 90401
Heartland Advisors, Inc. 138,082 (2) 10.5%
790 North Milwaukee St.
Milwaukee, WI 53202
Robert H. Leshner 101,100 (3) 8.0%
312 Walnut Street
Suite 2100
Cincinnati, OH 45202
Kennedy Capital Management 100,000 (4) 5.8%
Gerald Kennedy, President
425 N. Ballas Rd., Suite 181
St. Louis, MO 63141
- --------------------------
<FN>
(1) As of March 17, 1995, as reported in Amendment No. 1 to a Schedule 13D
filed with the Securities and Exchange Commission (the "SEC") on April
4, 1995. Such Amendment reported that (i) Joel W. Kovner, Dr., P.H. was
the beneficial owner of 423,749 shares of common stock; (ii) such
shares include 385,500 shares of common stock which are the subject of
currently exercisable options granted to Dr. Kovner under the Company's
1982, 1990 and 1992 Stock Option Plans; and (iii) Dr. Kovner has no
voting or disposition powers with respect to the stock subject to the
options until the options are exercised, but has sole voting and
dispositive power as to the remaining 38,249 shares.
(2) As of February 9, 1996, as reported in Amendment No. 1 to a Schedule
13G filed with the SEC on February 13, 1996. Such Amendment reported
that Heartland Advisors, Inc. ("Heartland") has sole dispositive power
as to 138,082 shares which are held in various investment advisory
accounts of customers of Heartland. Of these shares, Heartland has
sole voting power as to 130,282 shares.
A-1
<PAGE>
(3) As of October 28, 1994, as reported in a Schedule 13D filed with the
SEC on November 1, 1994. The Schedule 13D reported that (i) Robert H.
Leshner may be deemed to have sole voting and sole dispositive power as
to 1,100 shares which are owned by his family members; (ii) that Mr.
Leshner owns a warrant for 100,000 shares, first exercisable on January
1, 1995, and Mr. Leshner will have sole voting and sole dispositive
power over these 100,000 shares when the warrant is exercised; and
(iii) the filing of the Schedule 13D is not intended as, and should not
be deemed, an acknowledgment of beneficial ownership or shared voting
power or shared dispositive power by Robert H. Leshner of the 1,100
shares of common stock, such beneficial ownership or shared voting
power or shared dispositive power being disclaimed.
(4) As of February 8, 1996, as reported in a Schedule 13G filed with the
SEC on February 14, 1996. The Schedule 13G reported that Kennedy
Capital Management, Inc. holds 100,000 shares for discretionary
investment accounts managed by it, and has shared voting power and
shared dispositive power as to the 100,000 shares.
</FN>
</TABLE>
A-2
<PAGE>
APPENDIX B
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of April 10, 1996 with
respect to the beneficial ownership of shares of the Company's Common Stock by
the Company's Directors and the executive officers named in the Company's
Summary Compensation Table, individually, and by all Directors and executive
officers as a group: (1)
<TABLE>
<S> <C> <C>
Name and Office Held Common Stock Beneficially Owned
(Other Than Director)(2) and Nature of Ownership (3) Percent of Class (4)
------------------------ --------------------------- --------------------
Richard A. Berger 23,402 (5) 1.80%
James B. Jacobson 12,021 (6) 0.92%
Ronald L. Katz, M.D. 17,824 (7) 1.37%
Anthony R. Kovner, Ph.D. 1,200 (8) 0.09%
Joel W. Kovner, Dr., P.H., MPH 403,064 (9) 24.60%
Chairman of the Board of Directors
and Chief Executive Officer
Lynn O. Poulson, J.D. 21,154 (10) 1.62%
Daniel S. Rader 34,274 (11) 2.58%
David G. Rodeffer, MPH 54,242 (12) 4.10%
All Directors and Executive 567,181 (13) 33.46%
Officers (8 in number)
Robert H. Leshner (14) 111,825 (15) 7.96%
(holds no office)
- ------------------------------
<FN>
(1) Such information was obtained from the Company's 1996 Proxy Statement.
(2) Addresses for all individuals other than Mr. Leshner and Dr. A. Kovner
is c/o Professional Bancorp, Inc., 606 Broadway, Santa Monica,
California 90407.
(3) Unless otherwise indicated, the persons named herein have sole and/or
joint voting power over shares reported and such shares are owned
directly.
(4) Options and Warrants to purchase shares of Common Stock held by
Directors, officers and other individuals that were exercisable within
60 days after April 26, 1996 ("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.
(5) Includes 1,785 Exercisable Option Shares.
(6) Includes 595 Exercisable Option Shares.
(7) Includes 1,785 Exercisable Option Shares.
(8) Anthony R. Kovner, Ph.D. is the brother of Joel W. Kovner, Dr., P.H.,
MPH. Dr. A. Kovner's business address is 40 West Fourth Street,
600 Tisch Hall, New York, New York 10012.
(9) Includes 337,695 Exercisable Option Shares.
(10) Includes 1,785 Exercisable Option Shares.
(11) Includes 30,000 Exercisable Option Shares.
(12) Includes 21,000 Exercisable Option Shares.
(13) Includes 394,645 Exercisable Option Shares.
(14) Mr. Leshner is not an officer or employee of the Company, and this
information is being reported only because it was included in the
Company's Proxy Statement. Mr. Leshner's business address is
312 Walnut Street, Suite 2100, Cincinnati, OH 45202.
(15) Includes 105,000 Exercisable Warrant Shares.
</FN>
</TABLE>
B-1
<PAGE>
YOUR SUPPORT IS EXTREMELY IMPORTANT
1. Please DO NOT return the Company's proxy card, which means your shares
will not be counted to establish a quorum at the Annual Meeting. Save
your vote for the Special Shareholders Meeting to elect an independent,
qualified Board of Directors.
2. If you have already mailed your proxy card to the Company, please SIGN
and DATE the Revocation of Proxy form and MAIL it to the Committee in the
enclosed postage-paid envelope.
3. If your shares are held for you by a bank or brokerage firm, only your
bank or broker can vote your shares and only after receiving your
instructions. Please call your bank or broker and instruct your
representative not to return the proxy card to the Company (or if your
representative already has, to sign, date and mail the enclosed
Revocation of Proxy form to the Committee.)
4. Time is short. Please revoke your proxy today!
If you have questions or need assistance, please contact:
______________________________________
______________________________________
______________________________________
______________________________________
<PAGE>
Joel W. Kovner Lynn O. Poulson,
Chairman of the Board and Chief Secretary
Executive Officer Professional Bancorp, Inc.
Professional Bancorp, Inc. 606 Broadway
606 Broadway Santa Monica, California 90401
Santa Monica, California 90401
REVOCATION OF PROXY
The undersigned shareholder of Professional Bancorp, Inc. (the
"Company") previously submitted a proxy card to the Company to be voted at the
Annual Meeting of Shareholders on June 19, 1996. The undersigned hereby revokes
that proxy in its entirety, and neither Joel W. Kovner nor Lynn O. Poulson has
any authority whatsoever to appear in person, or to vote, on behalf of the
undersigned shareholder at the Annual Meeting.
Printed Shareholder Name*:________________________________
Authorized Signature:_____________________________________
No. of Shares:____________________________________________
Date: ____________________________________________________
*The name of the shareholder should be printed exactly as it appears on the
stock certificate or books of the Company, i.e., how the name appeared on the
Proxy Statement and proxy card sent by the Company.
