SHAREHOLDERS PROTECTIVE COMMITTEE-
Professional
Bancorp, Inc.
c/o Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, 441 Vine Street
Cincinnati, Ohio 45202
June 17, 1996
Dear Professional Bancorp Shareholder:
As the Annual Shareholders meeting draws near, the members of the
Shareholders Protective Committee want to thank each Shareholder for thinking
about the issues and concerns that we brought to your attention and for the
overwhelming support which you are giving to our efforts. Hundreds of
Shareholders like you and us (representing hundreds of thousands of shares) have
told the current Board and Mr. Kovner that we will not tolerate poor
performance, overpaid (yet indebted) executives and unmindful directors. We have
called the Shareholders to action and you have responded with your YELLOW
proxies!
PROVEN SUCCESS FROM EXPERIENCED LEADERS
The candidates recommended to you by the Shareholders Committee are
business leaders, health care professionals and experienced bankers. We sought
the best and brought them to you at this defining moment for our Company.
We have great confidence that John Buchanan is the right person for the
Company's interim CEO position. As you already know, Mr. Buchanan was the Chief
of Staff and Executive Staff Director for the Federal Home Loan Bank. He was the
Federal Home Loan Bank's principal liaison to the White House and the United
States Office of Management and Budget. In 1992, while he was Executive Vice
President of Pacific First Financial's California retail banking group, Pacific
First Financial's 1992 nine-month earnings improved by 6% over the previous year
until the bank's sale to Washington Mutual Savings Bank was announced in
October, 1992. From that experience, you can see why this year he was selected
by New York's Superintendent of Banking to step in (also on an interim
assignment) to the highest management position of a $400 million "banker's bank"
with 550 employees.
LITIGATION NEWS
You may have recently received a letter from management reporting that,
following a review by the U.S. District Court, the Annual Meeting will proceed
as
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Professional Bancorp Shareholder
June 17, 1996
Page Two
scheduled on June 19. The subject came before the Court because a Committee
Member, Dr. Martin Goldfarb, filed a Complaint on May 28, 1996. One of the
reasons the law suit was filed was a section of the Company's Bylaws that seemed
to prevent Shareholders from nominating directors. As a result of the
litigation, the questions about a Shareholder's right to nominate directors have
been resolved. Shareholders may nominate and elect directors through a proxy
solicitation! The Committee is ready for the June 19th Annual Meeting and, with
your help, will nominate and elect a new Board who will work for the
Shareholders. The Committee's Proxy Statement, which was first mailed to
Shareholders on or about June 10, 1996, discussed how proxies would be solicited
and the estimated cost of the solicitation. Several factors, including
management's opposition to the Committee's efforts, the litigation expense
incurred because of that opposition, and the short time in which to solicit and
collect proxies, have changed the estimated expenses of the Committee's efforts
to $150,000.
VOTE THE YELLOW PROXY
For those of you who have already voted to support the nominees of the
Committee, we appreciate your support. We enclose another proxy card and voting
instructions for those of you who have not responded to our prior mailings.
Please act today.
Sincerely yours,
SHAREHOLDERS PROTECTIVE
COMMITTEE-Professional Bancorp, Inc.
Milton J. Schloss Sr., Trustee, Committee Chairperson
For current news, look for our new web site 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; Mark B. Kuby, M.D., 8014 Plainfield,
Cincinnati, Ohio 45236, No. of Shares Beneficially Owned: 26,250; and Ray T.
Oyakawa, M.D., 10325 Greendale Drive, Los Angeles, California 90077, No. of
Shares Beneficially Owned: 10,000.
