<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:
/X/ Preliminary Proxy Statement (Supplemental)
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / 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.
/X/ $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>
PROFESSIONAL BANCORP, INC.
606 BROADWAY
SANTA MONICA, CALIFORNIA 90401
------------------------
SUPPLEMENT TO PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 19, 1996
------------------------
INTRODUCTION
This Supplement is furnished in connection with the solicitation of proxies
for use at the Annual Meeting of Shareholders of Professional Bancorp, Inc. (the
"Company") to be held at the main office of First Professional Bank, N.A., 606
Broadway, Santa Monica, CA 90401, Wednesday, June 19, 1996 at 5:30 p.m., and at
any and all adjournments thereof (the "Annual Meeting"), and amends and
supplements the Company's Proxy Statement dated April 29, 1996 (the "Proxy
Statement").
It is anticipated that this Supplement will be mailed to shareholders on or
about June , 1996.
This Supplement, to be read in conjunction with the Proxy Statement,
provides certain additional information required to be disclosed by the Company
as a result of a proxy contest initiated by a group of dissident shareholders
calling themselves the Professional Bancorp Shareholders Protective Committee
(the "Committee"). The Committee is seeking the revocation of proxies already
given for the Annual Meeting and has called for a special meeting of the
shareholders at which it will seek to take control of the Board. In addition, a
member of the Committee has initiated litigation against certain individual
members of the Board.
THE BOARD UNANIMOUSLY AND VIGOROUSLY OPPOSES THE COMMITTEE'S SOLICITATION OF
PROXY REVOCATIONS AND URGES YOU NOT TO SIGN ANY PROXY REVOCATION YOU MAY RECEIVE
FROM THE COMMITTEE. IF YOU HAVE NOT PREVIOUSLY RETURNED A SIGNED AND DATED PROXY
CARD TO THE COMPANY OR IF YOU HAVE EXECUTED AND RETURNED A REVOCATION OF PROXY
SOLICITED BY THE COMMITTEE, THE BOARD URGES YOU TO SUPPORT YOUR BOARD BY
PROMPTLY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD. IF YOU HAVE
PREVIOUSLY RETURNED A SIGNED AND DATED PROXY CARD TO THE COMPANY, YOUR PROXY
WILL CONTINUE TO BE VALID UNLESS REVOKED (SEE "REVOCABILITY OF PROXIES" IN THE
PROXY STATEMENT). IF YOU HAVE NOT REVOKED YOUR ORIGINAL PROXY, YOU NEED DO
NOTHING FURTHER TO ENSURE YOUR VOTE FOR THE BOARD AND FOR THE RATIFICATION OF
THE 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AND THE SELECTION OF THE
COMPANY'S AUDITORS.
Only holders of record of shares of Common Stock as of April 26, 1996 (the
"Record Date"), may vote at the Annual Meeting. You are urged to submit a WHITE
proxy card to the Company even if your shares were sold after the Record Date.
If your shares of Common Stock were held in the name of a brokerage firm, bank
or nominee on the Record Date, only it can vote your shares and only upon
receipt of your specific instructions. Please contact the person responsible for
your account and give instructions for your shares to be voted on the WHITE
proxy card.
ELECTION OF DIRECTORS
The Company has previously distributed to you the Proxy Statement, which
contains important information regarding the Company's nominees for director,
all of whom are currently directors on the Company's Board.
Section 3.3 of the Bylaws as adopted in 1990, which was set out in the
Notice of Annual Meeting of Shareholders that accompanied the Proxy Statement
(see "Notice of Annual Meeting of Shareholders" attached to the Proxy
Statement), provides procedures regarding the nomination of director candidates.
<PAGE>
This provision requires that shareholder recommendations to the Board for
nominations be received by the date shareholder proposals are due. In the
alternative, shareholders may nominate their own director candidates pursuant to
a proxy solicitation filed with the Securities and Exchange Commission ("SEC").
The Committee has not nominated a slate of directors for the Annual Meeting.
Instead, the Committee is urging shareholders to boycott the Annual Meeting in
favor of a special meeting to be held later at which the Committee will seek to
take control of the Board.
In fact, shareholders who do not attend or submit a proxy for the Annual
Meeting may forfeit their opportunity to vote for the election of directors. The
Company's Bylaws provide that only the Chairman of the Board, the President or
the Board may call a special meeting of the shareholders. Neither the Chairman,
the President nor the Board intends to call such a meeting. If there is not a
quorum at the Annual Meeting, the Bylaws provide that the meeting may be
adjourned to such time and place as the shareholders present in person or by
proxy and entitled to vote may determine. At such adjourned meeting, those
shareholders present in person or by proxy, although less than a quorum, will
nevertheless constitute a quorum for the purpose of electing directors.
IF YOU HAVE NOT PREVIOUSLY RETURNED A SIGNED AND DATED WHITE PROXY CARD TO
THE COMPANY OR IF YOU HAVE EXECUTED AND RETURNED A REVOCATION OF PROXY SOLICITED
BY THE COMMITTEE, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ITS
NOMINEES BY EXECUTING THE ENCLOSED WHITE PROXY CARD. WE URGE YOU NOT TO SIGN ANY
REVOCATION OF PROXY YOU RECEIVE FROM THE COMMITTEE.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The directors of the Company, who are the Company's nominees for election to
the Board, are participants in the solicitation of proxies on behalf of the
Company. Certain information with respect to such participants is set forth in
Annex A hereto. For additional information concerning each director, see the
Proxy Statement.
CERTAIN LITIGATION
On May 28, 1996, Martin S. Goldfarb, M.D., a member of the Committee, filed
a complaint in the United States District Court for the Central District of
California alleging that certain members of the Board (the "Directors") violated
Rule 14a-9 promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act") by failing to disclose in the Proxy Statement, among other things: (a)
that Section 3.3 of the Bylaws allegedly disenfranchises shareholders of the
Company by preventing them from exercising their right to change the management
of the Company through nominations of candidates for the Board and through the
conduct of proxy contests; (b) that the December 7, 1995, deadline for
shareholder proposals to be included in the Proxy Statement was intended to
insure that no such proposals would be made; (c) certain information required to
be disclosed in connection with the change in the Company's independent
accountants which occurred in 1994; (d) that Dr. Kovner allegedly has been
retained and overcompensated in order to enable him to repay loans he received
from certain Directors; (e) that Dr. Kovner has engaged in sexual harassment and
that the Directors condoned such conduct; (f) alleged self-dealing by the
Directors, including various loan transactions; (g) alleged manipulation of the
financial records of the Company; (h) alleged violations of Federal Banking
Regulations in connection with loans to certain Directors; (i) loans between and
among the Directors; (j) the alleged self-interest of the Board to accommodate
Dr. Kovner at all costs; and (k) that the purpose behind the nomination of Dr.
Kovner's brother as a candidate for the Board was to fill a Board seat with an
individual who is personally obedient to Dr. Kovner. The complaint further
alleges that these Directors have breached their fiduciary duty by engaging in
the conduct described above.
The plaintiff is seeking a judicial determination that Section 3.3 of the
Company's Bylaws is illegal and unenforceable, that the deadline of December 7,
1995 for submission of shareholder proposals for the Annual Meeting scheduled
for June 19, 1996 is illegal and unenforceable, and that the plaintiff and other
shareholders of the Company may nominate candidates for election to the Board
and may submit shareholder proposals to the Company in connection with the
Annual Meeting, without regard to the referenced
2
<PAGE>
deadline. The plaintiff also is seeking injunctive relief against the Directors,
including temporarily restraining and preliminarily and permanently enjoining
the Directors from convening and holding the Annual Meeting and soliciting
proxies or voting or causing the voting of any proxies, or the revocation of any
proxies, solicited by the Directors for the Annual Meeting. Finally, the
Plaintiff seeks actual damages in excess of $1,000,000, plus punitive damages
and costs.
THE DIRECTORS BELIEVE THE ABOVE CLAIMS ARE WITHOUT MERIT AND INTEND TO
VIGOROUSLY DEFEND THE ACTION. Specifically, (a) Section 3.3 of the Bylaws does
not disenfranchise shareholders, but only requires nominees to comply with the
provisions found in the Securities and Exchange Act respecting proxy
solicitations; (b) The deadline for shareholder proposals is consistent with the
SEC Rules and does not impede any shareholder from making timely proposals; (c)
Information regarding the Company's accountants has been filed with the SEC and
disclosed; (d) Dr. Kovner is not overcompensated, his salary is based on the
advice of an independent consultant and he has refused additional compensation
notwithstanding his assumption of the position of President in addition to his
responsibilities as Chief Executive Officer/Chairman; (e) There has never been a
claim of sexual harassment made against Dr. Kovner during his entire career; (f)
All Company dealings with the Directors have been approved by disinterested
directors and have been disclosed and all of the Company's bank subsidiary's
dealings with the Directors have been on substantially the same terms as
comparable transactions with persons of similar creditworthiness and are
consistent with applicable Federal Banking Regulations; (g) the financial
records of the Company are complete and accurate and have been reviewed by
independent Certified Public Accountants and Government Regulators; (h) No
Banking Laws or Regulations have been violated in loans to Directors; (i) loans
between two Directors and Dr. Kovner have been disclosed to the Board and are
secured; (j) the Board has acted at all times in the best interests of the
Company; (k) Anthony Kovner is an established expert on healthcare and corporate
governance who has published 49 articles and seven books on these subjects and
who consults with 34 healthcare companies and serves Boards of many healthcare
organizations.
On June 3, 1996, the Company filed a complaint in the United States District
Court for the Central District of California against the Committee and certain
of its individual members. The complaint alleges that certain members of the
Committee have violated a representation in the subscription agreement they
signed when they purchased their shares of the Company's stock prohibiting them,
without the Company's approval, from becoming a member of a group acting in
concert to vote five percent or more of the Company's stock. The complaint
further alleges that the Committee violated Section 14(a) and Rule 14a-9 of the
Exchange Act by filing a proxy statement that contains materially false and
misleading statements, including material that impugns the integrity of Dr.
Kovner without factual foundation, and suggests that shareholders will be able
to call a special meeting to elect directors, when under the Bylaws shareholders
have no right to call such a special meeting. In its complaint, the Company
seeks damages and a preliminary and permanent injunction enjoining the
individuals from participating as a member of a group that controls five percent
or more of the Company's stock.
SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
The Proxy Statement previously sent to you stated that proposals of
shareholders intended to be presented at the next annual meeting of Shareholders
of the Company "(i) must be received by the Company at its offices at 606
Broadway, Santa Monica, California 90401, no later than December 9, 1996 and
(ii) must satisfy the conditions established by the Securities and Exchange
Commission for shareholder proposals to be included in the Company's Proxy
Statement for that meeting." Current SEC regulations require that shareholder
proposals must be received 120 calendar days in advance of the date of the proxy
statement for the previous year's annual meeting. The Proxy Statement mailed to
you for the 1996 Annual Meeting was dated April 29, 1996. Therefore, the date
that shareholder proposals must be received to be considered for inclusion in
the proxy materials to be distributed in connection with the 1997 annual meeting
is December 29, 1996.
3
<PAGE>
BYLAWS
In April 1990, following the Company's reincorporation in Pennsylvania, the
Board adopted revised Bylaws. In July 1990, the Board amended the Bylaws in
certain respects. The Company's annual reports filed on Form 10-K for the years
1990 to 1995 and certain other filings with the SEC inadvertently referred to
older bylaws of the Company. On June 3, 1996, the Company filed an amendment to
its most recent annual report on Form 10-K, which includes as an exhibit the
current Bylaws of the Company as in effect since July 1990.
MANAGEMENT OF THE COMPANY WILL SUPPLY WITHOUT COST, UPON WRITTEN REQUEST, A
COPY OF THE COMPANY'S AMENDMENT TO ITS MOST RECENT ANNUAL REPORT ON FORM 10-K
INCLUDING THE BYLAWS FILED AS AN EXHIBIT THERETO. SUCH REQUEST SHOULD BE
DIRECTED TO DANIEL S. RADER, CHIEF FINANCIAL OFFICER, PROFESSIONAL BANCORP,
INC., 606 BROADWAY, SANTA MONICA, CALIFORNIA 90401.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of KPMG Peat Marwick LLP has served as independent public
accountants for the Company and the Company's bank subsidiary since 1994 and has
been selected by the Board to continue to serve in that capacity for 1996. It is
anticipated that a representative of KPMG Peat Marwick LLP will be present at
the Meeting, will have an opportunity to make a statement if so desired, and
will be available to respond to appropriate questions from shareholders.
On June 22, 1994, the Board dismissed Deloitte & Touche and appointed KPMG
Peat Marwick as independent auditors to audit the consolidated financial
statements of the Company for the year ending December 31, 1994. This action was
recommended by the Audit Committee of the Board, and was disclosed by the
Company in its report on Form 8-K/A filed with the SEC on July 21, 1994.
The reports of Deloitte & Touche on the Company's consolidated financial
statements for each of the two fiscal years in the period ended December 31,
1993 did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's two fiscal years ended December 31, 1992 and 1993, and
the subsequent interim period prior to June 22, 1994, there were no
disagreements between the Company and Deloitte & Touche on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Deloitte &
Touche, would have caused Deloitte & Touche to make reference to the matter in
their reports.
There were no reportable events (as defined in Regulation S-K Item
304(a)(I)(v)) during the two fiscal years ended December 31, 1992 and 1993 and
the subsequent interim period prior to June 22, 1994.
In connection with the preparation of the Company's March 31, 1994 quarterly
financial statements, the Company had oral discussions with KPMG Peat Marwick
concerning the accounting for interest rate swap contracts in general and an
interest rate swap contract entered into by the Company containing periodic
interest rate caps on the amount to be received by the Company, which is
described on page 8 of the Company's quarterly report on Form 10-Q for the
quarter ended March 31, 1994 dated May 12, 1994. KPMG Peat Marwick provided
general information about how swap contracts are accounted for in practice and
the relevant accounting literature. KPMG Peat Marwick also indicated that there
appeared to be a rational basis for marking to market that portion of a swap
that places a cap on the amount received by the Company. Although KPMG was not
requested to render a definitive opinion, their input was a factor in assisting
the Company to reach a decision. Deloitte & Touche recommended the accounting
for the interest rate swap contract referred to above, whereby the interest rate
cap feature of the swap is marked to market with changes in its valuation
reflected quarterly in the Company's statement of operations.
4
<PAGE>
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by use of the mails, proxies may
also be solicited by the Company and its directors, officers and employees (who
will receive no compensation therefor in addition to their regular salaries) by
telephone, telegram, facsimile transmission or other electronic communication
methods or personal interview.
The Company has retained D.F. King & Co., Inc. ("D.F. King") to assist in
the solicitation of proxies. Pursuant to the Company's agreement, D.F. King will
provide various advisory and proxy solicitation services on behalf of the
Company at a fee estimated not to exceed $25,000.00, plus reasonable
out-of-pocket expenses. It is expected that D.F. King will utilize approximately
25 persons in such solicitation, which may be made by use of the mails and by
telephone, telegram, facsimile transmission and other electronic communication
methods, and in-person interviews. In addition, the Company may reimburse banks
and brokers who hold shares of the Company's stock in their name or custody or
in the name of nominees for others, for their out-of-pocket expenses incurred in
forwarding copies of the proxy materials to those persons for whom they hold
such shares.
Although no precise estimate can be made at this time, the Company estimates
that the aggregate amount to be spent by the Company in connection with the
solicitation of proxies by the Company (including of litigation) will be
approximately $250,000. This amount includes fees payable to D.F. King, legal
fees related to the solicitation and printing and mailing costs, but excludes
amounts normally expended in the event of an uncontested election of directors
and the salaries and fees of regular officers, directors and employees of the
Company. To date, the Company has spent approximately $50,000 of such total
estimated expenditures. The actual aggregate amount to be spent by the Company
will vary depending on, among other things, the nature and extent of any
litigation that may arise relating to the proxy contest initiated by the
Committee.
5
<PAGE>
ANNEX A
CERTAIN INFORMATION REGARDING PARTICIPANTS
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
AS OF JUNE 4,
NAME AND BUSINESS ADDRESS (1) 1996 (2)(3)
- ---------------------------------------------------------------------- ----------------------
<S> <C>
Richard A. Berger..................................................... 24,572
James B. Jacobson..................................................... 12,622
Ronald L. Katz, M.D................................................... 18,715
Anthony R. Kovner, Ph.D. (4).......................................... 1,260
Joel W. Kovner, Dr., P.H., MPH........................................ 423,217
Lynn O. Poulson, J.D. ................................................ 22,211
David G. Rodeffer, MPH................................................ 62,204
</TABLE>
- ------------------------
(1) Address for all individuals other than Dr. A. Kovner is c/o Professional
Bancorp, Inc., 606 Broadway, Santa Monica, California 90401.
(2) Includes 5% stock dividend declared by the Board of the Company on May 14,
1996 for shareholders of record as of May 31, 1996 to be paid on June 23,
1996.
(3) Options to purchase common stock that are exercisable within 60 days of JUNE
4, 1996 are treated as outstanding common stock for purposes of beneficial
ownership determination.
(4) Dr. A. Kovner's business address is 40 West Fourth Street, 600 Tisch Hall,
New York, New York 10012.
None of the foregoing persons is a record owner of shares in addition to
those noted above and none beneficially owns securities of the subsidiary of the
Company. None of the associates of the foregoing persons beneficially own
additional shares of the Company's common stock. None of the foregoing persons
or their associates has any understanding or arrangement with any person with
respect to any future employment by the Company or its affiliates or with
respect to any future transaction to which the Company or any of its affiliates
will or may be a party.
In 1982, David G. Rodeffer and Lynn O. Poulson received loans from Security
National Bank for the purchase, respectively, of 10,000 shares and 8,000 shares
of the Company's common stock. Neither loan has an outstanding balance. Within
the last two years, Dr. Joel Kovner, Chairman of the Board and Chief Executive
Officer of the Company, has received loans from the Company. The amount of such
loans outstanding as of JUNE 4, 1996 is $100,000 at an interest rate of 6.8%.
Additionally, on March 4, 1996, in connection with the acquisition of 25,209
shares of the Company's common stock upon the exercise of stock options, Dr.
Kovner received a loan in the amount of $149,994 from David G. Rodeffer in
return for which Mr. Rodeffer will receive, at his choosing, either 10% of the
appreciation of the shares purchased over a one year period from March 4, 1996
or the right to take Dr. Kovner's position for delivery of a certain 1997
automobile.
A-1
<PAGE>
TRADING INFORMATION
The following table sets forth information with respect to all purchases and
sales of shares by the Company's nominees during the past two years.
<TABLE>
<CAPTION>
NAME TRADE DATE NUMBER OF SHARES BOUGHT/(SOLD)
- ---------------------------------------- ----------- -------------------------------
<S> <C> <C>
Richard A. Berger 2/15/96 (4,326)*
James B. Jacobson 2/14/96 (2,500)
3/20/96 (125)
Joel W. Kovner, Dr., P.H., MPH 12/30/94 1,000
2/15/96 (7,478)*
2/15/96 (9,183)
Lynn O. Poulson, J.D. 10/30/95 (2,709)*
2/15/96 (4,775)*
David G. Rodeffer, MPH 2/15/96 9,183
2/27/96 2,500
Anthony R. Kovner, Ph.D.
</TABLE>
- ------------------------
* Shares sold in connection with the exercise of stock options.
ADDITIONAL INFORMATION REGARDING PARTICIPANTS
NAME, PRINCIPAL OCCUPATION, BUSINESS ADDRESS
Richard A. Berger, President, Richard A. Berger Associates, Inc. (Realtors),
45495 O Sage Court, Indian Wells, CA 92210.
James A. Jacobson, President JBJ Management Inc., 10868 Via Verona, Los Angeles,
CA 90077.
Ronald L. Katz, Professor of anesthesiology, USC Medical Center, 1200 N. State
Street, Room 14-901, Los Angeles, CA 90033.
Anthony R. Kovner, Ph.D., Professor, Wagner Graduate School of Public Service,
New York University, 40 West Fourth Street, 600 Tisch Hall, New York, New York
10012.
Joel W. Kovner, Dr., P.H., MPH, Chairman of the Board of Directors, President
and Chief Executive Officer, Professional Bancorp, Inc., Chief Executive
Officer, First Professional Bank, N.A., 606 Broadway, Santa Monica, California
90401.
Lynn O. Poulson, J.D., Partner of Johnson & Poulson (law firm), 10880 Wilshire
Blvd., #1800, Los Angeles, CA 90024.
David G. Rodeffer, MPH, Executive Vice President and Chief Operating Officer,
First Professional Bank, N.A., 606 Broadway, Santa Monica, California 90401.
A-2
<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
<PAGE>
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:
- --------------------------------------------------------------------------------
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 / /
- --------------------------------------------------------------------------------
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
<PAGE>
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.
