SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PROFESSIONAL BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
PROFESSIONAL BANCORP SHAREHOLDERS PROTECTIVE COMMITTEE
(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:
_____________________________________________________________
[ ] 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>
SHAREHOLDERS PROTECTIVE COMMITTEE
Professional Bancorp, Inc.
o HOLD YOUR PROFESSIONAL BANCORP, INC. PROXY o
DO NOT VOTE UNTIL YOU HEAR THE WHOLE STORY!
To the Shareholders of Professional Bancorp, Inc.:
Please DO NOT RETURN your Professional Bancorp, Inc. Proxy Card that
Joel W. Kovner and his Directors are soliciting for the Annual Meeting of
Shareholders scheduled for June 19, 1996.
We are concerned about information we have learned about the management
and operation of Professional Bancorp, Inc. (the "Company"). As a result of our
concerns, we have formed a Shareholders Protective Committee. On Tuesday,
May 28, 1996, a shareholder, who is a member of our Committee, filed a lawsuit
against the directors of the Company, including Mr. Kovner. The Court is being
asked in the lawsuit, among other things, to declare illegal a section of the
Company's By-Laws which restricts the ability of shareholders to nominate
directors and to delay the Company's 1996 Annual Meeting of Shareholders
until the Company has corrected what the Plaintiff alleges to be false and
misleading statements made in the Company's Proxy Statement.
It is claimed in the lawsuit 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 fidiciary duties and responsibilities by,
among other things:
(1) approving or acquiescing in improper loans to, and excessive compen-
sation for, Joel Kovner, the Chief Executive Officer and a director
of the Company ($208,500 salary and $240,000 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 signifi-
cant 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; and
(6) allowing Mr. Kovner to manipulate the financial records of the Company
and engage in other inappropriate conduct.
The Court has not yet made any determination on the merits of the lawsuit.
PLEASE DO NOT RETURN MR. KOVNER'S PROXY. WE WILL BE MAILING A PROXY
STATEMENT TO YOU SHORTLY SETTING FORTH OUR PLANS IN MORE DETAIL.
<PAGE>
If you have any questions in the meantime, please feel free to contact the
Shareholders Protective Committee's counsel, Brown, Cummins & Brown Co., L.P.A.,
Cincinnati, Ohio at 513-381-2121. Ask for Mr. Cummins, Mr. Brown or Ms. Corwin.
Sincerely yours,
SHAREHOLDERS PROTECTIVE COMMITTEE
Professional Bancorp, Inc.
By: /s/ Milton J. Schloss Sr.
Milton J. Schloss Sr., Trustee, Committee Chairperson
Release Date: May 29, 1996
For current news, look for our new web cite at www.protect-firstprofbanc.com
Shareholders Protective Committee
Milton J. Schloss Sr., Trustee, Milton J. Schloss Sr. Trust U/A DTD 1/3/84,
1385 Tennessee Avenue, Cincinnati, Ohio 45229, No. of Shares Beneficially
Owned: 21,000; George E. Fern Co., George J. Budig, President, 1100 Gest
Street, Cincinnati, Ohio 45203, No. of Shares Beneficially Owned: 60,270;
Martin S. Goldfarb, M.D., 2080 Century Park East, Suite 1806, Los Angeles,
California 90067, No. of Shares Beneficially Owned: 22,050; Herbert B. Weiss,
Esq., Delaware Charter Guarantee & Trust, Trust FBO Herbert Weiss IRA,
Keating, Muething & Klekamp, 1800 Provident Tower, 1 East Fourth Street,
Cincinnati, Ohio 45202, No. of Shares Beneficially Owned: 10,500; Joel S.
Moskowitz, Esq., 4300 Carew Tower, 441 Vine Street, Cincinnati, Ohio 45202,
No. of Shares Beneficially Owned: 3,675; and Mark B. Kuby, M.D.,
8014 Plainfield, Cincinnati, Ohio 45236, No. of Shares Beneficially
Owned: 26,250
