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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.
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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606 Broadway
PROFESSIONAL Santa Monica, CA 90401
BANCORP, INC. 310 458-1521
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YOUR VOTE IS IMPORTANT
PLEASE ACT TODAY
June 12, 1996
DEAR FELLOW SHAREHOLDER:
As you know by now, a dissident group of shareholders primarily from
Cincinnati -- the self-styled Professional Bancorp Shareholders Protective
Committee -- is attempting to seize control of your Company through a last
minute proxy contest. As part of their strategy, the dissidents filed a
complaint against your Directors seeking, among other things, to block the June
19 Annual Meeting. WE ARE PLEASED TO REPORT THAT FOLLOWING ITS REVIEW OF THE
FACTS, THE COURT DENIED THE INJUNCTIVE RELIEF SOUGHT BY THE DISSIDENTS AND OUR
MEETING WILL NOW BE HELD AS SCHEDULED. YOU MAY BE ASSURED THAT WE WILL CONTINUE
TO OPPOSE THE DISSIDENTS IN THEIR EFFORTS TO TAKE CONTROL OF YOUR COMPANY.
Notwithstanding their latest loss, the dissidents are continuing to seek
your support based on a number of unproven allegations regarding Dr. Joel W.
Kovner and the other members of your Board of Directors. In our June 7, 1996
letter to you, we addressed and refuted these allegations and we continue to
urge you not to be misled by their tactics.
The dissident shareholders want you to believe that their nominees -- who
have little or no equity interest in your Company -- are better qualified to
represent your interests than your Board of Directors. THE FACTS STRONGLY
SUGGEST OTHERWISE. SUPPORT YOUR BOARD -- A BOARD DEDICATED TO ACTING IN THE BEST
INTERESTS OF ALL SHAREHOLDERS -- BY SIGNING, DATING AND MAILING YOUR WHITE PROXY
CARD TODAY.
TAKE A CLOSER LOOK AT THE DISSIDENTS' SLATE
At the eleventh hour, the dissident shareholders have hastily assembled a
slate of director nominees with virtually no experience in commercial banking
and little or no equity interest in your Company. The dissidents' slate includes
their hand-picked nominee for Chief Executive Officer, John S. Buchanan, who the
dissidents propose to replace Dr. Kovner. One must seriously question Mr.
Buchanan's qualifications as one who held a senior management position in what
became a severely troubled savings and loan association. TAKE A CLOSER LOOK:
-It appears from filings with governmental agencies and press releases
that in 1989 Mr. Buchanan was appointed Executive Vice President of
Pacific First Bank, a federal savings and loan, and served as managing
officer of Pacific
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First's California offices. In August 1991, approximately two years
after Mr. Buchanan joined Pacific First, Pacific First's primary
regulator, the Office of Thrift Supervision, severly criticized
management of this savings and loan association for its financial
practices. THE REGULATOR'S REPORT LABELED OVERSIGHT BY THE
ASSOCIATION'S MANAGEMENT AS "POOR" AND "UNSAFE AND UNSOUND."
The report specifically criticized the association's heavy
concentration of poorly underwritten construction and land development
loans in California, where it appears Mr. Buchanan was in charge. In
1993 Pacific First was sold, resulting in a loss of $70 million to its
parent company.
You should also know that prior to his employment by Pacific First, Mr.
Buchanan was an executive officer of Imperial Savings and Loan, another
savings and loan association which suffered severe asset problems and
subsequently failed. BASED UPON HIS EXPERIENCE, ASK YOURSELF IF YOU
WANT MR. BUCHANAN TO ACT AS YOUR COMPANY'S CHIEF EXECUTIVE OFFICER. AT
BEST, WE BELIEVE IT IS A QUESTIONABLE CHOICE.
-5 of the 7 dissidents' nominees for director do not own even one single
share of stock in your Company. This undistinguished group includes
their candidate for Chief Executive Officer, Mr. Buchanan. Compare the
dissident nominees' paltry stock ownership with those of your current
directors and ask yourself if their interests are aligned with those of
all of the stockholders.
-Not one of the dissidents' 7 nominees have been qualified with the
Federal Reserve Board as required.
-6 of the 7 dissident nominees have no commercial banking experience.
Are you prepared to give them on the job training with your investment
still in the Company?
-Ray Oyakawa is the only dissident nominee with first hand knowledge of
the Company. A former Professional Bancorp director, Oyakawa was asked
by your Board to resign three months ago because of acts deemed
improper, including making anti-Semitic slurs, threatening physical
violence to another Director during a Board Meeting and improperly
hiring away a senior Bank employee.
We strongly question the dissident nominees' qualifications and we find it
difficult to believe these nominees would act in the best interests of all
Professional Bancorp Shareholders. Their election could only serve to disrupt
the management of your Company and divert us from the primarily mission of
building the value of your investment. ACCORDINGLY, WE URGE YOU TO CONSIDER THE
FOREGOING FACTS AND TO REJECT THE DISSIDENTS' APPEAL. SUPPORT YOUR BOARD BY
SIGNING, DATING AND PROMPTLY MAILING YOUR WHITE PROXY CARD.
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YOUR BOARD OF DIRECTORS -- A PROVEN RECORD OF SUCCESS
While seeking your vote, the dissident shareholders conveniently failed to
report that your Company's Board and management have a proven record of success
and have developed an aggressive strategic plan to further increase shareholder
value in the future. WE URGE YOU TO GIVE CAREFUL CONSIDERATION TO YOUR BOARD'S
RECORD OF SUCCESS.
YOUR BOARD'S PAST RECORD OF SUCCESS... While most of its competitors
suffered large losses from real estate lending during the early 1990's, your
Company avoided these pitfalls and remained profitable by holding firm to, and
effectively executing, its well-conceived healthcare-oriented business plan.
YOUR BOARD'S PRESENT RECORD OF SUCCESS... In recent statements, the
dissident shareholders harp on conveniently chosen statistics in an effort to
discredit your Company's performance. DON'T BE MISLED BY THIS TACTIC. OF PRIMARY
INTEREST TO ALL SHAREHOLDERS ARE TWO KEY MEASURES OF PERFORMANCE; RETURN ON
AVERAGE EQUITY AND SHARE PRICE:
-Your Company's return on average equity exceeded the median return on
average equity for all banks in the West and all U.S. banks with assets
of under $500 million in 1995 as well as in four of the last five
years, according to SNL Securities, L.P., a respected, independent
banking research firm.
-Your Company's stock price has risen 60% since the end of 1994 on
record earnings and reached an all time high in 1995. Further, its
current level of capital substantially exceeds federal and state legal
requirements and comes within the highest regulatory category, "Well
Capitalized".
YOUR BOARD'S PLANS FOR FUTURE SUCCESS... Your Company's management has
anticipated dramatic changes that will unfold in the banking industry and,
accordingly, has developed an innovative and aggressive strategic business plan
for growing profitability well into the 21st century. Your Company's plans
include:
-A strategic alliance with internationally respected Republic National
Bank of New York to provide the customers of First Professional Bank
with sophisticated investment and fiduciary products and loan
participation capacity.
-The creation of a division within First Professional Bank specializing
in customized equity-participating credit facilities for medical
organizations. The pilot facility to a medical service organization in
the Northwest is expected to be booked later this month.
Professional Bancorp has made, and continues to make, significant
improvements in its business through a combination of hard work and disciplined
investment of your Company's capital. We believe that with present management
our prospects are bright and that our aggressive strategic plan will deliver
further improved operating results. AND, ABOVE ALL ELSE, YOUR BOARD IS COMMITTED
TO ENHANCING THE VALUE OF YOUR INVESTMENT IN PROFESSIONAL BANCORP. SUPPORT YOUR
BOARD'S EFFORTS BY SIGNING, DATING AND MAILING YOUR WHITE PROXY CARD TODAY.
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Thank you for your continued support. Rest assured that your Company is
functioning exceedingly well despite the efforts necessary to address this last
minute attempt to seize control of your Company. We renew our commitment to act
in the best interests of your Company and you, our shareholders. Please feel
free to call us if you have any questions.
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>
IMPORTANT
YOUR VOTE IS IMPORTANT AND TIME IS CRITICALLY SHORT. SINCE THE MEETING WILL
BE HELD IN JUST A FEW SHORT DAYS, PLEASE SIGN, DATE AND PROMPTLY MAIL YOUR WHITE
PROXY IN THE POSTAGE PAID ENVELOPE PROVIDED. REMEMBER, DO NOT RETURN ANY YELLOW
DISSIDENT CARD, NOT EVEN AS A VOTE OF PROTEST.
If your shares are registered in the name of a broker, only your broker can
execute a proxy and vote your shares and only after receiving your specific
instructions. Please call the person responsible for your account at once and
direct him or her to execute a WHITE proxy on your behalf today. Then mail your
proxy at once in the envelope provided. If you have any questions or need
further assistance in voting, 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
(212) 269-5550 (COLLECT)
FACSIMILE (212) 809-0692
CALL TOLL FREE -- 1-800-697-6975
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PROXY
PROFESSIONAL BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
JUNE 19, 1996
The undersigned shareholder of Professional Bancorp, Inc. (the "Company")
hereby nominates, constitutes and appoints Joel W. Kovner and Lynn O. Poulson,
and each of them, the attorney, agent and proxy of the undersigned, with full
powers of substitution, to vote all the stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company to be held at the Main office of First Professional Bank, N.A., 606
Broadway, Santa Monica, CA 90401, on Wednesday, June 19, 1996 at 5:30 p.m. and
at any and all adjournments thereof, as fully and with the same force and effect
as the undersigned might or could do if personally present as follows:
1. ELECTION OF DIRECTORS.
To elect the seven persons named below and in the Proxy Statement dated
April 29, 1996, accompanying the Notice of said Meeting, to serve until the 1997
Annual Meeting of Shareholders and until their successors are elected and have
qualified:
Richard A. Berger, James B. Jacobson, Ronald L. Katz, M.D., Anthony R. Kovner,
Ph.D.
Joel W. Kovner, Dr., P.H., MPH, Lynn O. Poulson, J.D., David G. Rodeffer, MPH
AUTHORITY GIVEN / / AUTHORITY WITHHELD / /
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR SOME BUT NOT ALL OF THE
NOMINEES NAMED ABOVE, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN" AND YOU
SHOULD ENTER THE NAME(S) OF THE NOMINEE(S) WITH RESPECT TO WHOM YOU WISH TO
WITHHOLD AUTHORITY TO VOTE IN THE SPACE PROVIDED BELOW:
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2. APPROVING THE 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN. Approving
the Company's 1996 Non-Employee Director Stock Option Plan covering 50,000
shares of the Company's Common Stock.
FOR / / AGAINST / / ABSTAIN / /
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3. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS. Ratifying
the appointment of the firm of KPMG Peat Marwick LLP as independent public
accountants of the Company for 1996.
FOR / / AGAINST / / ABSTAIN / /
PLEASE SIGN AND DATE ON THE REVERSE SIDE
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON PROPOSAL 1
AND "FOR" ON PROPOSAL 2 AND PROPOSAL 3. THE PROXY CONFERS AUTHORITY AND SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS UNLESS A
CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN
ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF ANY, PRESENTED AT
THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS.
DATED: , 1996
(Signature of Shareholder)
(Signature of Shareholder)
(Please date this Proxy and sign your
name as it appears on the stock
certificates. Executors, administrators,
trustees, etc., should give their full
titles. All joint owners should sign.)
I do do not expect to attend the
Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS, AND MAY
BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE CORPORATE SECRETARY OF THE
COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A
LATER DATE, OR BY APPEARING IN PERSON AND VOTING AT THE MEETING.
