SCRIPT - REGISTERED SHAREHOLDERS ONLY
Hello Mr./Mrs. [SHAREHOLDER NAME] my name is __________________ and I am
calling from Cincinnati on behalf of the Professional Bancorp Shareholders
Protective Committee, regarding the June 19, 1996 Annual Shareholders Meeting of
Professional Bancorp. I want to share some important information about your
investment if you have time now.
Concerned shareholders of Professional Bancorp, Inc. formed the
Shareholders Protective Committee to act in the best interests of the Company
and its shareholders. The Committee was formed because it learned of information
about the performance and management of the company, which caused the Committee
Members great concern. As a result of this, the Committee is nominating its own
slate of qualified and experienced Director Candidates at the Annual Meeting.
The Committee needs your help to replace the current directors and one or more
members of the Company's top management. Here's how you can help:
You will be receiving shortly the Committee's Proxy Statement and Yellow
Proxy card which will explain the reasons for the formation of the Committee in
greater detail and will contain a description of the business experience and
qualifications of the Committee's Director Candidates. You may have already
received management's proxy material. Did you already receive this material?
If YES:
Did you already vote the white proxy card?
IF NO:
If you do receive management's WHITE Proxy
Card, please do not return the white card.**
If YES:
The Committee urges you to revoke the management's white proxy card you
already submitted by SIGNING, DATING AND RETURNING THE COMMITTEE'S YELLOW
PROXY CARD in the postage paid envelope. If you do not receive the
Committee's proxy materials by Friday, June 14, or if you have any
questions about the Committee or how to vote your YELLOW PROXY, please
call the Committee's solicitors toll free at 800-326-9653. Thank you for
your time, and have a nice evening.
If NO: If you have not yet voted management's
WHITE Proxy Card, please do not return the white card.**
**The Committee urges you to review the Committee's Proxy
Material and SIGN, DATE and return the YELLOW PROXY CARD to
the Committee in the postage paid envelope provided with the
proxy materials. If you do not receive the Committee's proxy
materials by Friday, June 14, or if you have any questions
about how to vote your YELLOW PROXY CARD, please call the
Committee's proxy solicitors toll free at 800-326-9653. Thank
you for your time, and have a nice evening.
<PAGE>
SCRIPT - STREET NAME SHAREHOLDERS ONLY
Hello Mr./Mrs. [SHAREHOLDER NAME] my name is __________________ and I am
calling from Cincinnati on behalf of the Professional Bancorp Shareholders
Protective Committee, regarding the June 19, 1996 Annual Shareholders Meeting of
Professional Bancorp. I want to share some important information about your
investment if you have time now.
Concerned shareholders of Professional Bancorp, Inc. formed the
Shareholders Protective Committee to act in the best interests of the Company
and its shareholders. The Committee was formed because it learned of information
about the performance and management of the company, which caused the Committee
Members great concern. As a result of this, the Committee is nominating its own
slate of qualified and experienced Director Candidates at the Annual Meeting.
The Committee needs your help to replace the current directors and one or more
members of the Company's top management. Here's how you can help:
You will be receiving shortly from your brokerage company the Committee's
Proxy Statement which will explain the reasons for the formation of the
Committee in greater detail and will contain a description of the business
experience and qualifications of the Committee's Director Candidates. Along with
the Committee's proxy statement, your broker will also send you the Committee's
YELLOW proxy card [or a brokerage firm card]. Since your shares are held in
street name, only your brokerage company can vote your shares and only after
receiving specific instructions from you. You may have already received
management's proxy material. Did you already receive this material?
If YES:
Did you already vote the white proxy card?
If NO:
If you do receive management's WHITE Proxy
Card, please do not return the white card.**
If YES:
The Committee urges you to revoke the management's white proxy card you
already submitted by SIGNING, DATING AND RETURNING THE COMMITTEE'S YELLOW
PROXY CARD.[We will pick up the card from you and return it to your
brokerage company or] you can return the proxy card to your brokerage
Company in the postage-paid envelope provided.You should also call your
brokerage company (ask who their brokerage firm is) and instruct your
broker to vote the Yellow Shareholders Protective Committee Proxy Card
immediately.
If NO: If you have not yet voted management's
WHITE Proxy Card, please do not return the white card.**
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<PAGE>
**The Committee urges you to review the Committee's Proxy Material and SIGN,
DATE and return the YELLOW PROXY CARD. [We can either pick up the card from you
and return it to your brokerage company or] you can return the proxy card to
your brokerage Company in the postage-paid envelope provided. You should also
call your brokerage company (ask who their brokerage firm is) and instruct your
broker to vote the Yellow Shareholders Protective Committee Proxy Card
immediately.
ALL CALLS: If you do not receive the Committee's proxy materials by Friday, June
14, or if you have any questions about how to vote your YELLOW PROXY CARD,
please call the Committee's proxy solicitors toll free at 800-326-9653. Thank
you for your time, and have a nice evening.
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<PAGE>
SHAREHOLDER QUESTIONS:
If answer is unknown: "That is a very important question. I will have a
representative for the Committee give you a call with an answer."
Who is the committee?
The Committee consists of the following seven concerned shareholders:
George E. Fern Co., Martin S. Goldfarb, M.D., Mark B. Kuby, M.D.,
Joel S. Moskowitz, Herbert B. Weiss, The Milton J. Schloss Sr. Trust and
Dr. Ray T. Oyakawa.
How many shares does the Committee own?
Collectively, the Committee owns 153,745 shares of stock which represents
11.81% of the class of stock.
How do I vote my shares?
*** (If the shareholder owns more than 100 shares, see if you can get a fax copy
of both sides of signed proxy card: (212) 363-9433 or (513) 281-2125, make sure
they follow up by returning original immediately)
REGISTERED SHAREHOLDERS: Sign the proxy card exactly as your name appears
on the label on the card. If your shares are held jointly, both owners should
sign. We will present your card at the meeting.
STREET SHAREHOLDERS (Brokers hold shares): You will receive the
Committee's proxy card from your brokerage company. You should sign the proxy
card exactly as your name appears on the label on the card. If your shares are
held jointly, both owners should sign. Fill in the number of shares you own
(from the label on the card), date the card & [we can either pick up the card
from you and return it to your brokerage company or you can] return the proxy
card to your brokerage Company in the postage-paid envelope provided. If you do
not receive the Committee's proxy card by June 14, 1996, you should call your
brokerage company (ask who their brokerage firm is) and instruct your broker to
vote the Yellow Shareholders Protective Committee Proxy Card immediately, sign &
date and return the Yellow proxy.
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<PAGE>
What if I have already voted?
If you have already signed or returned Management's card, you may revoke
your vote by signing and dating our Yellow Proxy (and returning it to us,
or to your broker if the shares are held in street name). The latest dated
proxy is the one which will be counted.
I never vote my proxies. / I only have XXXX shares.
Your vote is very important no matter how many or how few shares you own.
We think the result so far is very close. Please SIGN, DATE and return
the YELLOW PROXY CARD
How should I vote my proxy?
I cannot tell you how to vote, but the Committee recommends that you use
the Yellow card to vote FOR the Nominees for the Election of Directors
(proposal #1), DISAPPROVE the Director Stock Option Plan (proposal #2),
and vote FOR the auditors appointment (proposal #3) - all the proposals on
the Yellow Proxy Card.
How is everybody else voting?
I do not know how everyone else is voting, but the Committee, which is
made up of a number of voting shareholders, feels it is in your best
interest as a shareholder to sign & date the Yellow proxy.
I sold my shares.
As long as you were a shareholder on April 26, 1996 you are entitled to
vote your shares. If you receive a yellow proxy card, the Committee asks
you to please take a moment to sign & date the yellow card and return it
in the postage paid envelope.
What I am voting for?
If you vote the Yellow card as instructed, you are voting for a slate of
directors that the Committee believes are well qualified and will work in
your best interests. You will also vote against a stock option plan that
would give additional compensation to some of the directors in the form of
stock
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<PAGE>
options, and you would approve the selection of Peat Marwick as
independent public accountants for the Company.
What allegations of mismanagement?
It is claimed in the lawsuit filed by one of the Committee Members
(Goldfarb) that the directors breached their fiduciary duties by engaging
in self-dealing and unlawful banking transactions, to the detriment of
shareholders of the Company. The lawsuit alleges that the directors have
neglected and abused their fiduciary duties and responsibilities by, among
other things:
1) approving or acquiescing in improper loans to, and excessive
compensation for, Joel Kovner, CEO and a director of the Company
($448,500 salary and bonus in 1995, and a $2,250,000 salary
continuation agreement);
2) approving excessive compensation for themselves as directors;
3) failing to disclose to the shareholders that certain directors
are not independent and impartial because they have personally made
significant loans to Mr. Kovner;
4) entrenching themselves in control of the Company by adopting
unfair, unreasonable and illegal By-Law provisions effectively
eliminating the shareholders' right to nominate director
candidates;
5) approving significant loans to financially unqualified borrowers
who are friends or confederates of Mr. Kovner;
6) allowing Mr. Kovner to manipulate the financial records of the
Company and engage in other inappropriate conduct; and
7) failing to take corrective action in response to Mr. Kovner's
inappropriate conduct toward female employees, thereby condoning
and ratifying Mr. Kovner's conduct, to the detriment of the
Company, its business and the morale of its employees.
Who are the Director Candidates?
The Proposed Candidates and their qualifications are:
1) Julie P. Thompson: President and CEO, Health Research Association, a
biomedical research Company.
2) Ray T. Oyakawa, M.D.: Ophthalmologist, Chairman, President and CEO of
Pacific EyeNet. Director of Professional Bancorp 1987-95.
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<PAGE>
3) Joel Moskowitz: Attorney - Moskowitz & Moskowitz, Cincinnati, Oh.
4) John S. Buchanan: President of Buchanan Associates, banking consultant;
former banker; former Chief of Staff, Federal Home Loan Bank Board
5) Alan S. Borstein: Industrial and residential real estate developer
6) Jon E. Cobain: Financial institution strategic planner; management
audit consultant; former banker
7) Larry E. Cushing: Certified public accountant; former partner in
financial institutions section of national accounting firm.
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