PROFESSIONAL BANCORP INC
DFAN14A, 1996-06-14
STATE COMMERCIAL BANKS
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Welcome to the Information Resource of the

                       SHAREHOLDERS PROTECTIVE COMMITTEE

                           Professional Bancorp, Inc.



Dear Fellow Shareholder:
We are shareholders of Professional Bancorp, Inc., formed recently to address
our concerns about the future of our investment in Professional Bancorp, Inc.
The purpose of this resource is to keep you informed of our plans and to provide
you with additional information on a timely basis. We will be adding and
updating the information as it becomes available.

To explore a resource that you are interested in, click on any highlighted word
on this page.



Information Resources:

   Letter to Shareholders: From the Committee (May 21, 1996).

   About the Committee: General information about the reasons for forming the
Committee and its members.

   Schedule 13D: A form filed with the Securities and Exchange Commission on May
20, 1996. This document contains a more complete description of the Committee
members.




Questions:

Send your questions about Professional Bancorp, Inc. and the Shareholder
Protective Committee to [email protected]. We will respond to shareholder
inquiries under a "Frequently Asked Questions" section.



<PAGE>



About The Committee

On May 10, 1996, a group of concerned Shareholders of Professional Bancorp, Inc.
(the "Company") met to discuss certain information about the possible
mismanagement of the Company. The group decided to form a committee that would
act in the best interests of the Company and the shareholders by investigating
the allegations of mismanagement. The members of the committee 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
Business Address                   Occupation                  Beneficially Owned      of 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                        22,050               1.70%
2080 Century Park East
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                        26,250               2.02%
8014 Plainfield
Cincinnati, Ohio 45236

</TABLE>


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