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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. 2)
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)
June 3, 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 Page 2 of 4 Pages
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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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7 SOLE VOTING POWER
NUMBER OF
SHARES 111,825/1/
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
111,825/1/
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,825/1/
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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%/1/
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14 TYPE OF REPORTING PERSON/*/
IN
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/1/ 105,000 of these shares (7.5% of the class) are covered by a presently
exercisable warrant. See Item 5 and Exhibit 1.
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CUSIP No. 743112104 13D Page 3 of 4 Pages
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AMENDMENT NO. 2 TO SCHEDULE 13D
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The Schedule 13D, as amended, of Robert H. Leshner (the "Reporting Person")
is hereby amended as set forth below.
Capitalized terms used herein without definition have the meanings set
forth in Amendment No. 1 to Schedule 13D.
Item 4. Purpose of Transaction
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Item 4 is amended by adding the following:
On June 3, 1996, the Federal Reserve Bank of San Francisco (the "San
Francisco FRB") notified the Reporting Person's counsel that the San Francisco
FRB will not provide written confirmation that the 1992 Commitments are not
currently applicable to the Reporting Person or grant the Reporting Person
written relief from the 1992 Commitments unless the Reporting Person first files
and receives clearance of a notice under the Change in Bank Control Act to
acquire control of the Issuer. Because of the time and expense typically
involved in filing and prosecuting such a notice, the Reporting Person does not
intend at this time to file such a notice. Accordingly, the Reporting Person
currently does not intend to participate in any proxy solicitation which the
Shareholder Group might undertake as stated in their Schedule 13D.
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CUSIP No. 743112104 13D Page 4 of 4 Pages
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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.
June 4, 1996 /s/ Robert H. Leshner
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(Date) Robert H. Leshner
