<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PROFESSIONAL BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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.
/ / $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:
------------------------------------------------------------------------
/X/ 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>
606 Broadway
PROFESSIONAL Santa Monica, CA 90401
BANCORP, INC. 310 458-1521
- --------------------------------------------------------------------------------
IMPORTANT
June 7, 1996
DEAR FELLOW SHAREHOLDER:
Your Board of Directors considers it important that you be informed of
recent developments regarding your investment in Professional Bancorp, Inc.
CAUTION
Last week a dissident group of shareholders, calling themselves the
Professional Bancorp Shareholders Protective Committee, asked you not to vote at
our June 19, 1996 Annual Shareholders Meeting. In a sudden reversal of tactics,
these dissident shareholders now are staging a last minute attempt to take
control of your Company by urging you to elect a group of nominees who have
little stake in the Company. This self-styled "Committee" does not base its
appeal on the performance of Professional Bancorp, which just completed the most
successful year in its history. Rather, they have attempted to impugn the
character of Dr. Joel Kovner and the other Directors based on unsubstantiated
allegations. DO NOT BE MISLED BY THESE REPREHENSIBLE TACTICS.
HERE ARE THE FACTS. The dissident shareholders' allegations are nothing more
than an attempt to influence your vote by scare tactics. NOTWITHSTANDING OUR
WRITTEN DEMANDS FOR SPECIFICS CONCERNING THEIR UNSUBSTANTIATED CLAIMS, THE
DISSIDENT SHAREHOLDERS HAVE REFUSED TO MEET WITH THE BOARD AND FAILED TO ATTEND
A MEETING SCHEDULED SPECIFICALLY AT THEIR REQUEST FOR THAT PURPOSE.
The Directors believe that the actions of the dissident shareholders are
based on false statements concerning the Company's operations that have been
made by a group of disgruntled former employees who left the Company without
warning several months ago to start a competing business and a former director
who was asked to resign.
The dissident shareholders have refused requests of the Company Executives
and its Directors to meet in Cincinnati or Los Angeles. The dissident
shareholders also failed to appear at a Board of Directors Meeting on May 31,
1996 which they requested for the specific purpose of stating the basis for
their claims. Most recently, the dissident shareholders' representatives
requested a meeting with counsel for the Company to discuss possible settlement.
After agreement was reached to hold such a meeting, the dissident shareholders'
representative "became unavailable" and later was discovered to be meeting with
the disgruntled former employees.
You also should know that one of the dissident shareholders has filed a
lawsuit against the Directors. The claims of the dissident shareholders' lawsuit
are without merit and we believe it was filed only to attempt to create a false
air of legitimacy with respect to their unsubstantiated claims. The Company has
filed a lawsuit against certain of the dissident shareholders based on their
false statements regarding Dr. Kovner and the other Directors and their bad
faith refusal to honor written commitments made at the time they purchased their
shares of the Company's stock that they would not act as a group to attempt to
control the Company. Both lawsuits will have to be dealt with in the usual
course by the Courts and will not be resolved prior to the scheduled annual
meeting or any special meeting.
<PAGE>
REGARDING THE DISSIDENT SHAREHOLDERS' UNSUBSTANTIATED CLAIMS, YOU SHOULD KNOW
YOUR BOARD'S POSITION:
-FACT: Professional Bancorp just completed the most successful year in
its history with record earnings, which increased on a per share basis
by 48% over the previous year.
-FACT: The dissident shareholders intend to replace the entire
leadership of your Company with persons who have little equity interest
in Professional Bancorp. None of these candidates have been qualified
with the Federal Reserve Board as required.
-FACT: The Company's current executive compensation plan was recommended
by an independent outside consultant, Strategic Compensation
Associates, to enhance the Company's competitiveness, and is not
excessive. In addition, since January 1996, Dr. Kovner has assumed
additional duties and now serves in two key positions, President and
Chairman/Chief Executive Officer, without an increase in compensation.
The compensation proposed by the dissident shareholders for their
proposed interim chief executive officer is substantially equivalent to
Dr. Kovner's.
-FACT: The "salary continuation agreement" is part of a funded insurance
program which replaced the Company's prior term insurance program. The
payments under this plan would begin no earlier than 2001 and require
Dr. Kovner to continue to work in order to receive payment. This plan,
adopted in 1992, was disclosed to shareholders in all subsequent proxy
materials.
-FACT: The Company's loans to Dr. Kovner have been approved by the Board
and disclosed in the Proxy Statement. These loans are consistent with
applicable Federal banking regulations. The two Directors' loans to Dr.
Kovner were fully disclosed to the Board and are fully secured by Dr.
Kovner's personal assets. The interested Directors have abstained on
votes affecting Dr. Kovner's compensation.
-FACT: Dr. Kovner has never had independent loan authority. All loans
are approved by Loan Committees or officers with aggregate loan
authority using approved criteria and a sound credit policy is
maintained.
-FACT: The Company's financial records are accurate and complete in all
material respects. The financial statements of the Company have been
reviewed and certified by an independent certified public accountant
and its bank subsidiary has been examined at least annually by the
Office of the Comptroller of the Currency. This examination includes a
full review of the loan portfolio, income and expense accruals and the
adequacy of the allowance for loan losses.
-FACT: The only nominee of the dissident shareholders with first hand
knowledge of the Company is a former Professional Bancorp director, Ray
Oyakawa. Oyakawa was asked by your Board to resign three months ago
because of acts deemed improper by his fellow Directors, including,
making anti-Semitic slurs, threatening physical violence to another
Director during a Board Meeting and improperly hiring away a senior
Bank employee. Your Board finds it ironic that Oyakawa now supports the
dissidents, since as a director Oyakawa voted to approve the executive
compensation plan, the "salary continuation agreement" and the Company
loans to Dr. Kovner that the dissidents complain about. At no time did
he voice any concerns regarding the other loans and he also voted to
approve the current Bylaws, both of which are subjects of the dissident
shareholders' complaint. Further, Oyakawa knows Dr. Kovner did not have
independent loan authority and has no basis to criticize the Company's
financial records. HOW CAN OYAKAWA IN GOOD CONSCIENCE, CRITICIZE THE
VERY SAME ACTIONS HE APPROVED AS A DIRECTOR. YOU BE THE JUDGE OF HIS
SINCERITY, AND THE DISSIDENT SHAREHOLDERS' MOTIVES.
<PAGE>
ON BEHALF OF YOUR UNANIMOUS BOARD OF DIRECTORS, WE URGE YOU TO CONSIDER THE
FACTS AND TO REJECT THE DISSIDENT SHAREHOLDERS' UNSUBSTANTIATED AND OUTRAGEOUS
ALLEGATIONS.
Your Board of Directors believes that the matters to be considered at the
Annual Meeting, including the election of Directors, are important. WE URGE YOU
TO REJECT THE DISSIDENT SHAREHOLDERS' APPEAL. SUPPORT YOUR BOARD OF DIRECTORS BY
SIGNING, DATING AND PROMPTLY MAILING YOUR WHITE PROXY.
You may be assured that we will consider carefully any specific claims the
dissident shareholders raise. So far they have refused to meet with your Board
of Directors to substantiate any of their unfounded allegations. In your own
best interest, please do not dignify the dissident shareholders' slur campaign.
GIVE CAREFUL CONSIDERATION TO THE FACTS, THEN SUPPORT YOUR BOARD BY MAILING YOUR
WHITE PROXY TODAY.
------------------------
It is unfortunate that this costly and disruptive proxy contest has arisen
at a time when the efforts of your Board and Management should be devoted
exclusively to the business affairs of your Company. We will continue every
effort to protect and maximize the value of your investment and are committed to
keeping you informed.
Thank you for your continued support.
Sincerely,
<TABLE>
<S> <C> <C>
[SIG]
JOEL W. KOVNER
[SIG] [SIG] [SIG]
RICHARD A. BERGER JAMES B. JACOBSON RONALD L. KATZ
[SIG] [SIG] [SIG]
ANTHONY R. KOVNER LYNN O. POULSON DAVID G. RODEFFER
</TABLE>
<PAGE>
IMPORTANT
Your vote is important, no matter how many shares you own. Please support
your Board of Directors by signing, dating and promptly mailing your enclosed
WHITE proxy card. Remember, only your latest dated card will count. DO NOT SIGN
ANY CARD SENT TO YOU BY THE SO-CALLED COMMITTEE.
If your shares are held in street-name, only your broker can vote your
shares and only after receiving specific instructions. Please call your broker
and ask him/her to execute the WHITE card on your behalf. Then, promptly mail
the enclosed WHITE card directly to your broker in the envelope provided.
If you have any questions or need assistance, please call us at
310-458-1521. You may also call D.F. King, which is assisting us, toll-free at:
D.F. KING & CO., INC.
77 WATER ST.
NEW YORK, NY 10005
1-800-697-6975
