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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.
- --------------------------------------------------------------------------------
(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:
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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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Last week a dissident group of shareholders, calling themselves the A
Professional Bancorp Shareholders Protective Committee, asked shareholders D
not to vote at the June 19, 1996 Annual Shareholders' Meeting. Subsequent D
to our printing of the attached Supplement, in a sudden reversal of E
tactics, these dissident shareholders now are staging a last minute attempt N
to take control of your Company by urging you to elect a group of nominees D
who have little or no stake in your Company. U
THE BOARD UNANIMOUSLY AND VIGOROUSLY OPPOSES THE COMMITTEE'S M
SOLICITATION OF PROXIES AND URGES YOU NOT TO SIGN THE YELLOW PROXY CARD YOU
MAY RECEIVE FROM THE COMMITTEE. A LATER DATED PROXY CARD SENT TO THIS
GROUP, EVEN IF MARKED TO "WITHHOLD AUTHORITY" FOR THE DISSIDENT NOMINEES,
WILL REVOKE ANY VOTE YOU MAY HAVE PREVIOUSLY SENT TO THE COMPANY.
YOUR VOTE IS IMPORTANT
IF YOU HAVE NOT PREVIOUSLY RETURNED A SIGNED AND DATED PROXY CARD TO
THE COMPANY OR IF YOU HAVE EXECUTED AND RETURNED A 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.
June 7, 1996 The Board of
Directors
