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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Professional Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
743112104
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(CUSIP Number)
Robert D. Rosenbaum, Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004-1202
(202) 942-5000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 1996
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.))
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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 ("Act") 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).
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CUSIP NO. 743112104 13D
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Leshner
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP/*/
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS/*/
PF, OO
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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
U.S.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 111,825
OWNED BY
EACH -----------------------------------------------------
REPORTING
PERSON 8 SHARED VOTING POWER
WITH
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9 SOLE DISPOSITIVE POWER
111,825
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,825
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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 9
8.0%
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14 TYPE OF REPORTING PERSON/*/
IN
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2
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CUSIP NO. 743112104 13D
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AMENDMENT NO. 1 TO SCHEDULE 13D
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The Schedule 13D dated October 28, 1994 of Robert H. Leshner (the
"Reporting Person") is hereby amended as set forth below.
Pursuant to Rule 13d-2(c) of Regulation 13D-G, this Amendment No. 1 to
Schedule 13D restates the text of Schedule 13D to reflect certain information as
of the date hereof. This Amendment No. 1 to Schedule 13D should be read in
conjunction with, and is qualified in its entirety by reference to, the Schedule
13D.
Item 1. Security and Issuer
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This Amendment No. 1 to Schedule 13D relates to a warrant which was first
exercisable on January 1, 1995, for 105,000/1/ shares of common stock, par value
$.008 per share ("Share") of Professional Bancorp, Inc. (the "Issuer"), whose
principal executive offices are located at 606 Broadway, Santa Monica, CA
90401. Members of the Reporting Person's family also own 6,825 Shares.
Item 2. Identity and Background
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(a) This Amendment No. 1 to Schedule 13D is being filed on behalf of Robert
H. Leshner.
(b) Business Address: 312 Walnut Street, 21st Floor, Cincinnati, OH
45202.
(c) Robert H. Leshner's principal occupation is Chairman of the Board of
Leshner Financial Services, Inc. and Midwest Group Financial Services, both of
which are registered investment advisers, 312 Walnut Street, 21st Floor,
Cincinnati, OH 45202.
(d) and (e). During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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 Reporting Person is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
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The warrant was issued on December 31, 1992 to the Reporting Person, as
principal of the placement agent, in consideration of the closing of a private
placement offering of the Shares.
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/1/ The warrant originally was for 100,000 Shares, but the number of Shares
subject to the warrant has been adjusted to 105,000 to reflect a 5% stock
dividend by the Issuer.
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CUSIP NO. 743112104 13D
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Item 4. Purpose of Transaction
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Item 4 is amended as follows:
In recent months, the Reporting Person became concerned about certain
developments relating to the board of directors and management of the Issuer.
The Reporting Person, being the Chairman of the Board of Leshner Financial
Services, Inc., caused such information as was available to him relating to
those concerns to be shared with clients of Leshner Financial Services, Inc. who
held Shares in their accounts. The Reporting Person understands that certain of
those persons, along with other persons (the "Shareholder Group"), have filed a
Schedule 13D with the Securities and Exchange Commission stating that they
intend to file a proxy statement and other soliciting materials in connection
with the annual meeting of the shareholders of the Issuer scheduled for June 19,
1996, urging the shareholders to withhold their vote from management's solicited
proxy for that meeting and that they intend to solicit proxies from the
shareholders of the Issuer for the purpose of (i) electing a slate of director
candidates selected by the Shareholder Group, which will constitute a majority
of the board of directors of the Issuer, and (ii) urging the new board to
consider replacing one or more of the current executive officers of the Issuer.
In 1992, in connection with the Reporting Person's acquisition of the
warrant covering Shares described in Item 5 hereof, the Reporting Person made
certain commitments to the Federal Reserve Bank of San Francisco (the "1992
Commitments"). Those commitments are set forth in Exhibits 2 and 3 which are
filed herewith. Among other things, the Reporting Person committed that neither
he nor Leshner Financial Services, Inc. would propose a director or slate of
directors in opposition to a nominee or slate of nominees proposed by the
management or board of directors of the Issuer, and that neither he nor Leshner
Financial Services would solicit or participate in soliciting proxies with
respect to any matter presented to the shareholders of the Issuer. During May
1996, the Reporting Person, through counsel, sought from the Federal Reserve
Bank of San Francisco either (1) written confirmation that the 1992 Commitments
are not currently in effect or (2) written relief from the 1992 Commitments.
In the event that the Federal Reserve Bank provides such written
confirmation or relief, the Reporting Person presently intends to participate in
any proxy solicitation which the Shareholder Group might undertake as stated in
their Schedule 13D report referred to above.
Item 5. Interest in Securities of the Issuer
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Item 5 is amended as follows:
(a) Amount beneficially owned:
(i) The Reporting Person owns a warrant for 105,000 Shares.
(ii) The Reporting Person may be deemed to beneficially own the
following Shares: 5,775 shares owned by Carol M. Leshner, 525 shares
owned by Leigh S. Leshner, and 525 shares owned by Michelle E.
Leshner. Carol M. Leshner is the spouse, and Leigh S. and Michelle E.
are the children of the Reporting Person who are not minors and do not
live with the Reporting Person in his house. The Reporting Person
disclaims beneficial ownership of the shares held by his wife and
children.
(iii) The Shares covered by the warrant described above, together with
the Shares reported in Item 5(a)(ii) hereof, represent 8.0 percent of
all of the Shares outstanding./2/
/2/ There were 1,300,650 Shares outstanding as of April 26, 1996, based on the
Issuer's proxy statement for its annual shareholders meeting to be held
June 19, 1996. In calculating the beneficial ownership percentage for the
Reporting Person, Shares subject to the warrant, which
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CUSIP NO. 743112104 13D
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(b) Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote: the Reporting Person may be
deemed to have sole power to vote 6,825 Shares, and would have sole power
to vote an additional 105,000 shares if and when the warrant is exercised.
(ii) Shared power to vote or direct the vote: N/A.
(iii) Sole power to dispose or direct the disposition of: The Reporting
Person may be deemed to have sole power to dispose of 6,825 Shares and
would have sole power to dispose of an additional 105,000 Shares if and
when the warrant is exercised.
(iv) Shared power to dispose or direct the disposition of: N/A.
(c) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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A copy of the warrant was filed as Exhibit 1 to Schedule 13D, and this
discussion of the terms of the warrant contained herein is qualified in its
entirety by reference to the warrant. Under the terms of the warrant, and upon
the occurrence of a condition precedent, the Issuer will purchase, at the option
of the Reporting Person, some or all of the warrants and/or Shares then owned by
the Reporting Person, subject to and limited by the terms of the warrant
agreement. (See Sections 7.1 - 7.10 of Exhibit 1 to Schedule 13D.) Furthermore,
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if the Reporting Person wishes to sell, during a specified period, some or all
of the warrants and/or Shares to a third party, the Reporting Person must offer
to sell the same to the Issuer on the same terms and conditions. (See Sections
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7.11 - 7.14 of Exhibit 1 to Schedule 13D.) The warrant also restricts the
Issuer's ability to issue certain types of preferred stock. (See Sections 2.6
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of Exhibit 1 to Schedule 13D.)
Item 7. Material to be Filed as Exhibits
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Exhibit 2 Letter from Robert H. Leshner to Federal Reserve Bank of San
Francisco, dated December 29, 1992.
Exhibit 3 Letter from Federal Reserve Bank of San Francisco to Robert
E. Mannion, Esq., dated October 22, 1992.
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is currently exercisable, are added to the total number of outstanding Shares.
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CUSIP NO. 743112104 13D
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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.
May 30, 1996 /s/ Robert H. Leshner
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(Date) Robert H. Leshner
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Exhibit 2
[Leshner Financial/Midwest Group]
December 29, 1992
Mr. Kenneth Binning, Director
Bank Holding Company and International Regulation
Federal Reserve Bank of San Francisco
101 Market Street
San Francisco, CA 94105
Re: Professional Bancorp, Inc., Santa
Monica, California - Private Placement
Dear Mr. Binning:
As you are aware, Leshner Financial Services, Inc. ("LFS"), a registered
broker-dealer and registered investment adviser, is acting as placement agent in
a private placement ("Private Placement") of at least 300,000 shares of common
stock of Professional Bancorp, Inc., Santa Monica, California ("Bancorp"), a
registered bank holding company that owns 100 percent of the voting shares of
First Professional Bank, N.A., Santa Monica, California ("Bank"). I am the
President of LFS. As part of the consideration for entering into and completing
the Private Placement, I will receive warrants ("Warrants") for 100,000 voting
shares of Bancorp. Assuming that the minimum number of shares is sold, the
exercise of the Warrants would amount to 7.49% of the voting shares of Bancorp.
However, the Warrants may not be exercised until at least 2 years after the
closing of the Private Placement and neither the Warrants nor the shares issued
pursuant to the exercise of the Warrants could be sold by me without first being
offered to Bancorp for redemption or purchase.
The terms of the Private Placement are described in more detail in the
letter to you from Robert E. Mannion of Arnold & Porter, dated October 19, 1992
("October Letter"). A copy of the October Letter is attached to this letter./1/
The October Letter requests confirmation that consummation of the Private
Placement would not result in LFS or myself acquiring control of Bancorp for
purposes of the Change in Bank Control Act ("CBCA") or in LFS becoming a bank
holding company under the Bank Holding Company Act ("BHCA"). The October Letter
also sets forth a list of proposed commitments from LFS and myself and states
that these commitments will be furnished to you prior to the closing of the
Private Placement in the form of a letter signed by me on my own behalf and as
an executive officer of LFS.
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/1/ On December 17, 1992, Mr. Mannion wrote to inform you that the minimum
offering of shares had been reduced from 500,000, as described in the October
Letter, to 300,000. Mr. Mannion stated that this reduction should not have any
legal or regulatory consequences. I understand that Arnold & Porter attorneys
have spoken with you and Mr. Kenneth M. Kinoshita and that you and Mr. Kinoshita
have confirmed this conclusion.
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Mr. Kenneth Binning
December 29, 1992
Page 2
In a letter dated October 22, 1992, you provided the requested
confirmation. Accordingly, in connection with the contemplated closing of the
Private Placement on or prior to December 31, 1992, I hereby commit, on my own
behalf and as the President of LFS, that LFS and I will not:
(1) exercise or attempt to exercise a controlling influence over the
management, or policies of Bancorp or any subsidiary of Bancorp;
(2) have or seek to have any employees or representatives serve as an
officer, agent, or employee of Bancorp or any subsidiary of Bancorp;
(3) take any action causing Bancorp or any subsidiary of Bancorp to
become subsidiaries of LFS;
(4) acquire or retain share that would cause the combined interests of
LFS and its officers, directors and affiliates to equal or exceed 10
percent of the outstanding voting shares of Bancorp;
(5) propose a director or slate of directors in opposition to a nominee
or slate of nominees proposed by the management or board of directors
of Bancorp;
(6) attempt to influence the dividend policies or practices of Bancorp or
any subsidiary of Bancorp;
(7) solicit or participate in soliciting proxies with respect to any
matter presented to the shareholders of Bancorp;
(8) attempt to influence the loan and credit decisions or policies of
Bancorp or any subsidiary of Bancorp, the pricing of services, any
personnel decision, the location of any offices, branching, the hours
of operation, or similar activities of Bancorp and or any subsidiary
of Bancorp;
(9) dispose or threaten to dispose of shares of Bancorp in any manner as
a condition of specific action or non-action of Bancorp;
(10) enter into any banking or non-banking transaction with Bancorp or any
subsidiary of Bancorp, except that LFS and its affiliates may
establish and maintain deposit accounts with the Bank, provided that
the aggregate balances of all such accounts
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Mr. Kenneth Binning
December 29, 1992
Page 3
do not exceed $500,000 and that the accounts are maintained on
substantially the same terms as those prevailing for comparable
accounts of persons unaffiliated with Bancorp; and
(11) seek or accept representation on the board of directors of Bancorp or
any subsidiary of Bancorp.
In addition, int he case of LFS customers with discretionary accounts that
would otherwise confer both voting rights and buy-sell discretion on LFS or me,
LFS hereby commits that it will enter into agreements with such customers
provided that neither LFS or I will exercise either voting rights or buy-sell
discretion with respect to Bancorp shares held in such accounts and that it
should be the customers' right and responsibility to make such decisions as to
voting and purchase or sale of such shares.
In making the above commitments, I understand that the 10-percent share
limitation applies in the aggregate to LFS, me and any other officer, director,
employee or agent of LFS and that only immediately exercisable warrants and
options held by LFS, me, and any other officer, director, employee or agent of
LFS shall be treated as if they had already been exercised.
If you have any questions with regard to the commitments set forth above,
please call me. Thank you for your cooperation in this matter.
Very truly yours,
/s/ ROBERT H. LESHNER
ROBERT H. LESHNER
cc: Kenneth M. Kinoshita, Esq.
General Counsel
Federal Reserve Bank of San Francisco
Robert E. Mannion, Esq.
Counsel for Leshner Financial Services, Inc.
Jeffrey M. Bucher, Esq.
Counsel for Professional Bancorp, Inc.
James R. Cummins, Esq.
Counsel for Leshner Financial Services, Inc.
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Exhibit 3
[Federal Reserve Bank of San Francisco]
October 22, 1992
Robert E. Mannion, Esq.
Arnold & Porter
1200 New Hampshire Avenue, N.W.
Washington, D.C. 20036
Dear Mr. Mannion:
This letter is in response to your letter dated October 19, 1992, on behalf
of Leshner Financial Services, Inc. ("LFS"), and Robert Leshner. Your letter
describes a proposed private offering of stock of Professional Bancorp, Inc.,
Santa Monica, California ("Bancorp"), and seeks confirmation that the offering
would not result in LFS or Mr. Leshner acquiring control of Bancorp under the
Change in Bank Control Act or in LFS becoming a bank holding company under the
Bank Holding Company Act. The following discussion is based on analysis of your
letter by Reserve Bank counsel.
We understand that LFS is a broker-dealer and investment advisor hired to
advise on the private placement of between 500,000 and 700,000 shares of
Bancorp's common stock. Bancorp is a publicly held company with 934,684 shares
of common stock currently outstanding. Following the private placement, Bancorp
will have a minimum of 1,434,684 shares of its common stock outstanding. In
addition, Bancorp currently has outstanding immediately exercisable options for
133,732 shares of common stock. LFS and Mr. Leshner do not hold any of the
options in question. Your letter states that each investor purchasing shares of
Bancorp in the private placement will be asked to represent that such investor
is not acting in concert with any other investor in Bancorp.
As a result of the private placement, Mr. Leshner will receive warrants
exercisable in two years for 100,000 shares of Bancorp. LFS currently serves as
investment adviser over certain discretionary accounts holding 4.81 percent of
Bancorp's common stock. While LFS does not hold voting discretion over these
accounts, LFS currently does hold buy-sell discretion over these accounts and,
accordingly, is deemed to control the shares of Bancorp in question. LFS also
acts as broker with no voting or investment discretion for individual customers
holding an additional 6.24 percent of the common stock of Bancorp. Finally, Mr.
Andrew Haas, the Managing Director of the Los Angeles office of Bear-Stearns &
Co., another broker-dealer, will receive warrants for 25,000 shares of Bancorp.
Shares and warrants held or controlled by Robert Leshner, LFS, and any
officer, director, employee or affiliate of LFS (together "Leshner") should be
aggregated to LFS. Your letter states that Andrew Haas is not affiliated with
Leshner. Accordingly, there appears to be no reason to aggregate shares held by
Haas and Leshner. Your letter also states that the warrants are not exercisable
for two years. Accordingly, the warrants held by Leshner should not count for
control purposes at this time since they are not immediately exercisable.
Additionally, your letter states that the agreements with customers for whom
Leshner holds discretionary accounts will be amended to provide that Leshner
will hold neither voting rights
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Robert Mannion, Esq.
October 22, 1992
Page 2
nor buy-sell rights over any shares of Bancorp held by the discretionary
accounts. Provided that the accounts are amended as represented, Leshner will
not be deemed to control the shares of Bancorp held by the discretionary
accounts. Leshner is not deemed to control shares of Bancorp held by customers
of Leshner over which Leshner does not exercise either voting rights or
investment discretion. Accordingly, it appears that Leshner will not control any
shares of Bancorp following the private placement.
Leshner appears to desire an opinion that it will not control Bancorp when
the warrants become immediately exercisable in two years. It appears that
Leshner will not hold more than 10 percent of the outstanding voting shares of
Bancorp even if it acquires all 100,000 shares. However, since the facts in
question may change in two years, Leshner seeks to have any control presumptions
rebutted by providing a modified version of the "Crownx" control commitments,
and by having the warrants or any shares acquired by Leshner pursuant to the
warrants become subject to a right of first refusal by Bancorp prior to any sale
of any such warrants or shares by Leshner. The key modification of the "Crownx"
control commitments is a commitment that Leshner, its officers, employees and
affiliates will not acquire 10 percent or more of the voting shares of Bancorp,
counting only immediately exercisable options or warrants held by Leshner in the
total number of shares of Bancorp outstanding for control purposes. Based on
the commitments, it appears that Leshner will not control Bancorp under either
the Bank Holding Company Act or the Change in Bank Control Act following
expiration of the two year waiting period before the warrants become
exercisable.
The opinions expressed in this letter are based on the facts as represented
in your letter of October 19, 1992, current Federal laws regarding acquisition
of control of a bank or bank holding company, and current Federal reserve
interpretations of those laws. Should the facts change or Federal law be
amended changing control standards, the Reserve Bank reserves the right to
withdraw these opinions.
Should you have any questions regarding this matter, please feel free to
call Kenneth M. Kinoshita, Associate General Counsel of the Reserve Bank
(415/974-2254), or me (415/974-3007).
Very truly yours,
/s/
Kenneth R. Binning, Director
Bank Holding Company and
International Regulation
cc: Kenneth M. Kinoshita
