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
[ ] 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:
__________________________________________________________________
[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.
_________________________________
ANNUAL MEETING OF SHAREHOLDERS
June 19, 1996
_________________________________
PROXY STATEMENT OF
PROFESSIONAL BANCORP SHAREHOLDERS PROTECTIVE COMMITTEE
IN OPPOSITION TO THE BOARD OF DIRECTORS OF PROFESSIONAL BANCORP, INC.
TO URGE SHAREHOLDERS TO VOTE FOR THE QUALIFIED, INDEPENDENT
DIRECTOR CANDIDATES NOMINATED BY THE COMMITTEE
Concerned shareholders of Professional Bancorp, Inc. (the "Company")
have formed a Professional Bancorp Shareholders Protective Committee (the
"Committee") to act in the best interests of the Company and the shareholders.
The Committee was formed because of certain information about the mismanagement
of the Company which caused the Committee Members great concern. The current
Board of Directors are soliciting proxies for the Company's 1996 Annual Meeting
of Shareholders in order to elect a slate of director candidates of their
choosing (the "Company Nominees"). The Committee Members believe that it is not
in the best interests of the Company or the Company's shareholders
("Shareholders") to elect the Company Nominees and, therefore, the Committee
Members are proposing an alternative slate of qualified, independent directors.
This Proxy Statement and YELLOW proxy card are first being mailed or
furnished to shareholders on or about June ___, 1996.
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 "Shareholder Litigation"). The Court is being asked in the lawsuit
to, among other things, declare illegal a section of the Company's By-Laws that
restricts the ability of Shareholders to nominate directors and 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 fiduciary duties and responsibilities by, among
other things:
(1) approving or acquiescing in improper loans to, and excessive
compensation for, Joel Kovner, the Chief Executive Officer and a
director of the Company ($448,500 salary and 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 significant 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;
(6) allowing Mr. Kovner to manipulate the financial records of the
Company and engage in other inappropriate conduct; and
(7) failing to take corrective action in response to Mr. Kovner's
inappropriate conduct toward female employees, thereby condoning
and ratifying Mr. Kovner's conduct, to the detriment of the
Company, its business and the morale of its employees.
In pleadings filed in the Shareholder Litigation, Mr. Kovner has denied
that he engaged in any misconduct but has admitted, in part, to some of the
conduct toward female employees that the Committee believes is inappropriate.
When confronted by the Shareholder Litigation's challenge to the facially unfair
By-Law provisions, the Directors-Defendants now appear, only 15 days before the
Annual Meeting, to be willing to permit the nomination of an opposition slate of
directors. The Court has not yet made any determination on the merits of the
Shareholder Litigation. On June 3, 1996, the Company filed a lawsuit against the
Committee Members alleging that, among other things, the Committee Members are
not entitled to form a protective committee or solicit proxies.
This Proxy Statement and YELLOW proxy card are being furnished to
holders of the common stock, $.008 par value, (the "Common Stock") of
Professional Bancorp, Inc., a Pennsylvania corporation (the "Company"), in
connection with the solicitation of proxies (the "Proxy Solicitation") by the
Committee, for use at the Annual Meeting of Shareholders of the Company,
scheduled to be held on Wednesday, June 19, 1996, at 5:30 p.m., at First
Professional Bank, N.A., 606 Broadway, Santa Monica, California 90401, and at
any and all adjournments or postponements thereof (the "Annual Meeting"). The
Company's principal executive offices are located at 606 Broadway, Santa Monica,
California 90401.
At the Annual Meeting, seven (7) directors are to be elected to hold
office until the next annual meeting and until their successors have been
elected and qualified. If you wish to vote for the Committee Nominees, you must
submit the enclosed YELLOW proxy card and must NOT submit the Company's white
proxy card, even if you wish to vote for any of the Company Nominees. The
Committee is soliciting your proxy in support of the election of the seven (7)
nominees named below (collectively, the "Committee Nominees" and individually a
"Committee Nominee") to the Company's Board of Directors. If, as a result of the
Shareholder Litigation or otherwise, the Company agrees to recognize the
Committee Nominees, the proxies obtained by the Committee will be used to elect
the Committee Nominees. If cumulative voting is declared at the Annual Meeting,
votes represented by Proxies delivered pursuant to this Proxy Statement will be
cumulated by the Proxy Holders to elect as many of the Committee's Nominees as
possible in the preference order set forth in the Proxy. If any Company Nominees
are elected to the Board of Directors and decline to serve, it is anticipated
that the Committee Nominees, if they constitute a majority of the remaining
Board of Directors, will fill the vacant positions with the remaining Committee
Nominees. In the event the current Board of Directors is not required, through
the Shareholder Litigation or otherwise, to recognize the rights of Shareholders
to nominate director candidates, the holders of the proxies will not vote for
the Company Nominees in order to demonstrate Shareholders' dissatisfaction with
current management of the Company. If these holders do not vote, it is likely
that management will elect its slate of directors, even if the Committee holds
the proxies of A MAJORITY of all outstanding shares of common stock. In the
event such an injustice occurs, the Committee intends to vigorously contest it.
YOUR VOTE IS IMPORTANT. If you agree with the reasons for the
Committee's solicitation set forth herein and believe that the election of the
qualified, independent Committee Nominees to the Board of Directors can make a
difference, WE URGE YOU TO VOTE FOR THE ELECTION OF THE COMMITTEE NOMINEES, no
matter how many or how few shares you own, by signing, dating and mailing the
enclosed YELLOW proxy card.
The Committee urges you NOT to sign the white proxy card or any other
proxy card sent to you by the Company. If you have already voted the Board of
Directors' white proxy card, you have every right to change your vote by signing
and returning the enclosed YELLOW proxy card.
ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
If your shares are held in the name of a brokerage firm, bank or
nominee, only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to sign and return the enclosed YELLOW proxy
card.
If your shares are registered in more than one name, the YELLOW proxy
card must be signed by all such persons to ensure that all shares are voted for
the Committee Nominees.
Holders of record of shares of Common Stock as of April 26, 1996, the
record date for the Annual Meeting, are urged to submit a proxy even if such
shares have been sold after that date.
See "Voting Securities and Proxy Procedures."
THE COMMITTEE
The Committee was formed on May 10, 1996. The Committee Members
beneficially own in the aggregate 153,745 shares of Common Stock, representing
approximately 11.81% of the shares outstanding. The following sets forth the
name, business address and the number of shares of Common Stock of the Company
beneficially owned by each of the Committee Members.
<TABLE>
<S> <C> <C> <C>
Number of Shares
Name and Principal of Common Stock Percent of
Business Address Occupation Beneficially Owned Class
Milton J. Schloss Sr. Trustee Retired; Chief 21,000 1.61%
Milton J. Schloss Trust Executive Officer,
U/A DTD 1/3/84 John Morrell & Company,
c/o Star Bank Trust Dept. until 1991
425 Walnut Street
Cincinnati, Ohio 45229
George E. Fern Co. Ohio corporation; 60,270 (1) 4.63%
Mr. George J. Budig, President Convention and
1100 Gest Street exposition contractors
Cincinnati, Ohio 45203 and decorators
Martin S. Goldfarb, M.D. Physician, private 22,050 1.70%
2080 Century Park East practice
Suite 1806
Los Angeles, California 90067
<PAGE>
Herbert B. Weiss, Esq. Attorney, Senior Partner 10,500 0.81%
Delaware Charter Guarantee, and Chairman of the Real
& Trust, FBO Herbert Weiss IRA Estate Dept., Keating,
1800 Provident Tower Muething & Klekamp
1 East Fourth Street
Cincinnati, Ohio 45202
Joel S. Moskowitz, Esq. Attorney, Moskowitz 3,675 0.28%
4300 Carew Tower & Moskowitz
441 Vine Street
Cincinnati, Ohio 45202
Mark B. Kuby, M.D. Physician, private 26,250 2.02%
8014 Plainfield practice
Cincinnati, Ohio 45236
Ray T. Oyakawa, M.D. Physician, private (2) 10,000 (3) 0.76%
5670 Wilshire Blvd., #2350 practice
Los Angeles, California 90036
- - -------------------------------
<FN>
1 On June 14, 1994, George E. Fern Co. purchased 4,000 shares at $9.50
per share through Leshner Financial Services, Inc.
2 Dr. Oyakawa served as a director of the Company from 1987 until March 8,
1995. As a result of his continued dissatisfaction with management and his
inability to effect necessary Company changes through the current Board of
Directors, Dr. Oyakawa resigned from the Board.
3 Since January 31, 1995, Dr. Oyakawa has sold 18,710 shares at
_________ to _________ per share through ___________________.
</FN>
</TABLE>
Except as set forth in this Proxy Statement or in the Appendices hereto,
to the best knowledge of the Committee, none of the Committee Members, none of
the persons participating in this solicitation on behalf of the Committee, none
of the Committee Nominees, and no associate of any of the foregoing persons (i)
owns beneficially, directly or indirectly, or has the right to acquire, any
securities of the Company or any parent or subsidiary of the Company, (ii) owns
any securities of the Company of record but not beneficially, (iii) has
purchased or sold any securities of the Company within the past two years, (iv)
has incurred indebtedness for the purpose of acquiring or holding securities of
the Company, (v) is or has been a party to any contract, arrangement or
understanding with respect to any securities of the Company within the past
year, (vi) has been indebted to the Company or any of its subsidiaries since the
beginning of the Company's last fiscal year, or (vii) has any arrangement or
understanding with respect to future employment by the Company or with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party. In addition, except as set forth in this Proxy Statement or in
the Appendices hereto, to the best knowledge of the Committee, none of the
Committee Members, none of the persons participating in this solicitation on
behalf of the Committee, none of the Committee Nominees, and no associate or
immediate family member of any of the foregoing persons has had or is to have a
direct or indirect material interest in any transaction with the Company since
the beginning of the Company's last fiscal year, or any proposed transaction, to
which the Company or any of its affiliates was or is a party.
None of the corporations or organizations to which any of the Committee
Members or Committee Nominees has conducted his principal occupation or
employment was a parent, subsidiary or other affiliate of the Company and none
of the Committee Members or Committee Nominees holds any position or office with
the Company, has any family relationship with any executive officer or director
of the Company or each other, or has been involved in any legal proceeding of
the type required to be disclosed by the rules governing this solicitation.
NOMINEES FOR ELECTION AS DIRECTORS
According to publicly available information, seven (7) directors are to
be elected at the Annual Meeting. The current Board of Directors has proposed a
slate of director candidates to fill all seven (7) positions. The directors
elected at the annual meeting will serve in such capacity until the 1997 Annual
Meeting of Shareholders and until their successors are elected and qualified.
The Committee Nominees
The Committee is proposing the election of the seven (7) Committee
Nominees to the Board of Directors which, if elected, will constitute the entire
Board of Directors. The Committee does not expect that any of the Committee
Nominees will be unable to stand for election, but, in the event that a vacancy
in the slate of the Committee Nominees should occur unexpectedly, the shares of
Common Stock represented by the enclosed YELLOW proxy card will be voted for a
substitute candidate selected by the Committee. If you wish to vote for the
Committee Nominees, you must submit the enclosed YELLOW proxy card and must NOT
submit the Company's white proxy card, even if you wish to vote for any of the
Company Nominees.
The By-Laws of the Company provide that the Board shall consist of one
or more directors as determined by the Board. According to the Company's Proxy
Statement, the Board has fixed the number at seven (7). Each director so chosen
shall hold office until the next annual election and until his successor shall
be duly elected and qualified, unless sooner displaced.
The following information concerning age, principal occupation and
business experience of the Committee Nominees during the last five (5) years and
directorships has been furnished to the Committee by the Committee Nominees, who
have all expressed their willingness to serve on the Board of Directors of the
Company. In the event cumulative voting is in effect, the shares represented by
the Committee's proxies will be voted to elect as many of the Committee Nominees
as possible in the order that the Nominees are listed below.
<TABLE>
<S> <C> <C>
Business Experience
Name Age During the Past Five Years
1. Julie P. Thompson 38 President and Chief Executive Officer,
Health Research Association, 1640
Marango Street, 7th Floor, Los Angeles,
California 90033, a biomedical research
Company
2. Ray T. Oyakawa, M.D.* 48 Ophthalmologist, Chairman, President and
Chief Executive Officer of Pacific EyeNet,
Inc., 5750 Wilshire Blvd., #2350, Los
Angeles, California 90036; Director of
Professional Bancorp, Inc., 1987 to 1995.
3. Joel Moskowitz* 56 Attorney - Moskowitz & Moskowitz, 4300
Carew Tower, 441 Vine Street,
Cincinnati, Ohio 45202.
4. John S. Buchanan 51 President of Buchanan Associates, 10120
Angelo Circle, Beverly Hills, California
90220, firm providing corporate finance
services to the financial industry, 1992 to
Present. Presently fulfilling appointment
by Superintendent of Banks of New York
State Banking Department. Executive
Vice President of Pacific First Bank,
Seattle, Washington, 19089 to
1992. He previously served (1981-1983)
as Executive Staff Director and Chief of
Staff, Federal Home Loan Board.
5. Alan S. Borstein 60 Borstein Enterprises and Albor Properties
I, L.P., 2730 Wilshire Blvd., #300, Santa
Monica, California 90403, industrial and
residential real estate development.
6. Jon E. Cobain 53 Financial institution strategic planner and
management audit consultant, Cobain &
Associates, Inc./Fornento, Ltd., 18200
Von Karman, Suite 200, Irvine, California
92715.
7.
<FN>
* Members of the Committee.
</FN>
</TABLE>
The Committee has agreed to bear all costs and expenses of, and
indemnify against any and all liability incurred by, each Committee Nominee in
connection with the Committee Nominee being a candidate and a "participant in a
solicitation" (as defined in the rules and regulations under the Securities
Exchange Act of 1934, as amended). Each Committee Nominee will receive
directors' fees upon his election as a director of the Company. The Committee
Nominees, if elected, will review the Company's current practices regarding
director fees and will establish a reasonable fee structure. The Committee
Members have also agreed to indemnify one another for all costs and expenses
of, and indemnify against any liability incurred by each Committee Member in
connection with the Committee.
The Committee urges you to vote for the Committee Nominees, who possess
the qualifications and independence to effectively lead and manage the Company.
Additional information concerning the Committee Nominees' holdings of
Common Stock is set forth in Appendix A hereto.
Removal of Chief Executive Officer, Appointment of Interim Chief Executive
Officer, and Replacement of Bank Directors
Upon election as a director, it is anticipated that the Committee
Nominees, in the exercise of their business judgement, will take such action as
may be appropriate and necessary to secure the removal of Mr. Joel Kovner as an
employee, officer and director of the Company and First Professional Bank, N.A.,
the Company's wholly-owned subsidiary (the "Bank") and will seek the termination
of his employment for cause pursuant to Article 5.1 of Mr. Kovner's Executive
Salary Continuation Agreement with the Company (the "Salary Agreement"). A "for
cause" termination relieves the Company of salary continuation obligations under
the Salary Agreement.
Immediately upon such resignation or termination, the Committee expects
its Nominees to appoint Committee Nominee John S. Buchanan as the Company's
and the Bank's Interim Chief Executive Officer. Mr. Buchanan's qualifications
are described above. If the Committee Nominees constitute a majority, they
intend to offer Mr. Buchanan a three (3) to six (6) month employment contract
at a rate of $20,833 per month, plus other customary Company benefits, and a
bonus based upon the achievement of goals set by the Board of Directors for the
performance of the Bank during the period. Also upon such interim appointment,
the Committee Nominees expect to begin a search for a new Chief Executive
Officer.
The current Board of Directors of the Company are also the directors of
the Bank and it is anticipated that, upon election as a majority of the Board of
Directors, the Committee Nominees will take such action as is necessary to
replace the current Bank directors with Committee Nominees.
The Company Nominees
One of the Directors nominated by the current Board of Directors is Mr.
Kovner's brother, Anthony R. Kovner, Ph.D., who is a professor at the Wagner
Graduate School of Public Service in New York. It is not apparent from the
Company's Proxy Statement that Mr. Anthony Kovner has any business experience or
other qualifications that would be beneficial to the Company.
It is the opinion of the Committee that the current members of the Board
of Directors are not independent and disinterested and therefore the Committee
believes it is in the best interest of the Company that they not be reelected.
The Committee believes that the Directors have not effectively supervised the
management of the Company and Bank. Further, it is the opinion of the Committee
that the compensation, in both Directors' fees and stock options, that the
current Board of Directors has approved for themselves is inappropriate and
excessive. Moreover, it is the opinion of the Committee that the Directors have
also improperly approved excessive compensation for Mr. Kovner, in the form of
salary, bonuses, stock options and the Executive Salary Continuation Agreement,
even though several Directors are not independent and disinterested because they
and their family members have or have had significant financial transactions
with Mr. Kovner, including personal loans to Mr. Kovner.
According to the Company's Proxy Statement, the outside Directors
received the following fees during 1995:
<TABLE>
<S> <C> <C> <C>
Director Director Fees Committee Fees Committees
Ronald L. Katz, M.D. $12,000 $3,000 Audit; Compensation
Richard A. Berger $12,000 $4,800 Chairman, Audit; Compensation
Lynn Poulson $12,000 $9,000 Loan; Compensation
James B. Jacobson $12,000 $9,000 Loan; Compensation
Richard A. Berger $12,000 $8,400 Chairman, Community
Reinvestment Act Oversight;
Total: $60,000 $34,200 Compensation
</TABLE>
In addition, the outside Directors now propose that they be issued up to 50,000
shares of Common Stock pursuant to the 1996 Stock Option Plan.
DISAPPROVAL OF THE 1996 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
According to the Company's 1996 Proxy Statement, at the Annual Meeting
shareholders will be asked to approve the 1996 Non-Employee Director Stock
Option Plan. The Committee believes the stock options and Director and committee
fees paid to the outside Directors are inappropriate and excessive. The proposed
1996 Non-Employee Stock Option Plan, which has already been approved by the
Board of Directors, is an example of excessive compensation to the outside
Directors. The Stock Option Plan would grant up to 50,000 shares of the
Company's common stock to non-employee Directors. According to the Company's
Proxy Statement, non-employee Directors are already paid a monthly retainer of
$1,000, regardless of whether or not there are any Board meetings or whether
they attend any Board meetings. In addition, outside Directors are also paid
monthly committee fees ranging from $250 to $750, regardless of whether there
are any meetings held or whether the Directors attend the meetings. The total
fees paid to the outside Directors in 1995 was $94,200. The Committee believes
that these fees are excessive in light of the Company's poor performance in the
last two fiscal years. Approval of the proposed Stock Option Plan in addition to
the fee would in the Committee's opinion exacerbate the inappropriateness of
Director compensation.
The Committee is NOT in favor of the Company's proposal and urges the
Shareholders to vote against the Plan. See "Voting Securities and Proxy
Procedures."
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
According to the Company's 1996 Proxy Statement, at the Annual Meeting,
shareholders will be asked to ratify the appointment by the Company of KPMG Peat
Marwick, LLP as the Company's independent accountants in 1996. The Committee
is in favor of this proposal. See "Voting Securities and Proxy Procedures."
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee and Committee Nominees by
mail, advertisement, telephone, facsimile, telegraph and personal solicitation,
for which no compensation will be paid. Banks, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward the
Committee's solicitation material to their customers for whom they hold shares
and the Committee will reimburse them for their reasonable out-of-pocket
expenses.
The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will be
borne by the Committee.
Although no precise estimate can be made at the present time, the
Committee currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately Fifty Thousand
Dollars ($50,000), approximately Five Thousand Dollars ($5,000) of which has
been incurred to date. The funds to pay these expenses will be generated by
contributions from the Committee Members and other concerned shareholders. The
Committee intends to seek reimbursement from the Company for those expenses
incurred by the Committee if the Committee Nominees are elected to the Board of
Directors, but does not intend to submit the question of such reimbursement to a
vote of the Shareholders.
The Committee has engaged McCormick & Pryor Ltd., 26 Broadway, Suite
1640, New York, New York to assist the Committee with the proxy solicitation by
distributing proxy materials and by providing other services, including
identifying and locating shareholders and soliciting shareholders. The fee for
this engagement will be $4,500 plus expenses.
VOTING SECURITIES AND PROXY PROCEDURES
Only holders of Common Stock of record at the close of business on April
26, 1996, the record date for the Annual Meeting (the "Record Date"), will be
entitled to vote at the Annual Meeting. Holders of record of shares of Common
Stock on the Record Date are urged to submit the YELLOW proxy card even if their
shares have been sold after the Record Date. According to the Company's 1996
Proxy Statement dated April 29, 1996 (the "Company's Proxy Statement"), as of
the Record Date there were outstanding and entitled to vote 1,300,650 shares of
Common Stock, constituting the only class of outstanding voting securities. Each
holder of Common Stock will be entitled to one vote, in person or by Proxy, for
each share of Common Stock held of record on the books of the Company as of the
Record Date for the Annual Meeting on any matter submitted to the vote of the
shareholders, except that in connection with the election of directors, the
shares may be voted cumulatively if a shareholder present and voting at the
Annual Meeting gives notice at the Annual Meeting and prior to the voting of his
or her intention to so vote. If any shareholder gives such notice, all
shareholders may cumulate their votes for nominees. Cumulative voting means that
a shareholder has the right to vote the number of shares he or she owns as of
the Record Date, multiplied by the number of directors to be elected. This total
number of votes may be cast for one nominee or it may be distributed among
nominees in any manner as the shareholder sets fit. If cumulative voting is
declared at the Annual Meeting, votes represented by Proxies delivered pursuant
to this Proxy Statement will be cumulated by the Proxy Holders to elect as many
of the Committee's Nominees as possible in the preference order set forth in the
Proxy.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of outstanding shares of Common Stock is necessary
to constitute a quorum at the Annual Meeting. At the Annual Meeting, directors
will be elected by a plurality of the votes cast. Therefore, the seven (7)
nominees receiving the highest number of affirmative votes shall be elected
directors of the Company at the conclusion of the tabulation of the votes. The
actual number of directors elected may be less than seven (7) in the event that
fewer than seven (7) nominees receive any affirmative votes under the rules of
cumulative voting, as set forth in the preceding paragraph. Shares represented
by proxies which are marked "withhold authority" or proxies marked to deny
discretionary authority with respect to the election of any one or more nominees
for election as directors will be counted for the purpose of determining the
number of shares represented at the Annual Meeting, but will not be considered
as a vote for or as a vote against the respective nominee or nominees and thus
will have no effect on the election of such nominee or nominees as director. In
addition, shares voted on one proposal but not the other on the proxies returned
by brokers will be counted for the purpose of determining the number of shares
represented at the Annual Meeting, but will not be considered as a vote for or
against the matter not voted on. Abstentions will have the same effect as a
negative vote on matters other than election of directors because approval by a
majority of the shares represented in person or by proxy at the Annual Meeting
and entitled to vote is required for shareholder approval of matters other than
election of directors.
See Appendix B and Appendix C for information regarding persons who
beneficially own more than 5% of the Common Stock and the ownership of the
Common Stock by the management of the Company.
For the proxy solicited hereby to be voted, the enclosed YELLOW proxy
card must be signed, dated and returned to the Committee in the enclosed
envelope in time to be voted at the Annual Meeting. If you wish to vote for the
Committee Nominees, you must submit the enclosed YELLOW proxy card and must NOT
submit the Company's white proxy card, even if you wish to vote for any of the
Company Nominees. If you have already returned the Board of Directors' white
proxy card to the Company, you have the right to revoke it as to all matters
covered thereby and may do so by subsequently signing, dating and mailing the
enclosed YELLOW proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE
ANNUAL MEETING.
Execution of a YELLOW proxy card will not affect your right to attend
the Annual Meeting and to vote in person. Any proxy may be revoked as to all
matters covered thereby at any time prior to the time a vote is taken by (i)
filing with the Secretary of the Company a later dated written revocation, (ii)
submitting a duly executed proxy bearing a later date to the Secretary of the
Company, or (iii) attending and voting at the Annual Meeting in person.
Attendance at the Annual Meeting will not in and of itself constitute a
revocation.
Election of the Committee Nominees requires the affirmative vote of a
plurality of the votes cast on the matter at the Annual Meeting, assuming a
quorum is present or otherwise represented at the Annual Meeting. Consequently,
only shares of Common Stock that are voted in favor of a particular nominee will
be counted toward such nominee's attaining a plurality of votes. Shares of
Common Stock present at the meeting that are not voted for a particular nominee
(including broker non-votes) and shares of Common Stock present by proxy where
the Shareholder properly withheld authority to vote for such nominee will not be
counted toward such nominee's attainment of a plurality.
Shares of Common Stock represented by a valid, unrevoked YELLOW proxy
card will be voted as specified. You may vote FOR the election of the Committee
Nominees or withhold authority to vote for the election of the Committee
Nominees by marking the proper box on the YELLOW proxy card. You may also
withhold your vote from any of the Committee Nominees by writing the name of
such nominee in the space provided on the YELLOW proxy card. If no specification
is made, such shares will be voted FOR the election of all of the Committee
Nominees.
If your shares are held in the name of a brokerage firm, bank or
nominee, only they can vote your shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to execute and mail on your behalf the YELLOW
proxy card.
If you are a shareholder of record on the April 26, 1996 Record Date,
you retain the voting rights in connection with the Annual Meeting even if you
sold your shares after the Record Date. Accordingly, it is important that you
grant a proxy to vote those shares on the YELLOW proxy card, even if you sold
the shares after such date.
Except as set forth in this Proxy Statement, the Committee is not aware
of any other matter to be considered at the Annual Meeting.
If you have any questions or need assistance in voting your shares,
please call:
Shareholders Protective Committee
c/o Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, 441 Vine Street
Cincinnati, Ohio 45202
(513) 381-2122
OR
Call the Committee's Solicitors
TOLL FREE 1-800-326-9653
The Committee believes that it is in your best interest to elect the
Committee Nominees at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A
VOTE FOR THE ELECTION OF THE COMMITTEE NOMINEES.
PROFESSIONAL BANCORP SHAREHOLDERS
PROTECTIVE COMMITTEE
By: /s/ Milton J. Schloss, Sr.
Milton J. Schloss, Sr., Trustee,
Chairman of the Committee
June __, 1996
<PAGE>
APPENDIX A
INFORMATION CONCERNING DIRECTOR NOMINEES
The following sets forth the name, business address and the number of
shares of Common Stock of the Company beneficially owned by each of the
Committee Nominees.
<TABLE>
<S> <C> <C>
Number of Shares
Name and of Common Stock Percent of
Business Address Beneficially Owned Class
1. Julie P. Thompson 0 0%
Health Research Association
1640 Marango Street, 7th Floor
Los Angeles, California 90033
2. Ray T. Oyakawa, M.D. 10,000 0.76%
Pacific EyeNet, Inc.
5750 Wilshire Blvd., #2350
Los Angeles, California 90036
3. Joel Moskowitz 3,675 0.28%
Moskowitz & Moskowitz
4300 Carew Tower, 441 Vine Street
Cincinnati, Ohio 45202
4. John S. Buchanan 0 0%
Buchanan Associates
10120 Angelo Circle
Beverly Hills, California 90220
5. Alan S. Borstein 0 0%
Borstein Enterprises
2730 Wilshire Blvd., #300
Santa Monica, California 90403
6. Jon E. Cobain 0 0%
Cobain & Associates, Inc./Fornento, Ltd.
18200 Von Karman, Suite 200
Irvine, California 92715
7.
</TABLE>
A-1
<PAGE>
APPENDIX B
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, to the knowledge of the Committee based
on a review of publicly available information, each person reported to own
beneficially more than 5% of the Company's outstanding Common Stock since the
beginning of the Company's last fiscal year.
<TABLE>
<S> <C> <C>
Amount and Nature of
Name and Address of Beneficial Ownership of the
Beneficial Owner Company's Common Stock Percent of Class
Joel W. Kovner 423,749 (1) 27.9%
606 Broadway
Santa Monica, CA 90401
Heartland Advisors, Inc. 138,082 (2) 10.5%
790 North Milwaukee St.
Milwaukee, WI 53202
Robert H. Leshner 101,100 (3) 8.0%
312 Walnut Street
21st Floor
Cincinnati, OH 45202
Kennedy Capital Management 100,000 (4) 5.8%
Gerald Kennedy, President
425 N. Ballas Rd., Suite 181
St. Louis, MO 63141
In addition to the persons named in the above table, the Committee may
be deemed to beneficially own 153,745 shares of the Company's Common Stock,
representing 11.8% of the class of common stock. The Committee filed a Schedule
13D with the Securities and Exchange Commission on May 20, 1996. For purposes of
Schedule 13D, the Committee is deemed to have acquired beneficial ownership of
the reported shares when the Committee formed on May 10, 1996. A description of
the shares owned by each Committee Member is found in this Proxy Statement under
the heading "The Committee."
- - --------------------------
<FN>
(1) As of March 17, 1995, as reported in Amendment No. 1 to a Schedule 13D
filed with the Securities and Exchange Commission (the "SEC") on April
4, 1995. Such Amendment reported that (i) Joel W. Kovner, Dr., P.H. was
the beneficial owner of 423,749 shares of common stock; (ii) such shares
include 385,500 shares of common stock which are the subject of
currently exercisable options granted to Dr. Kovner under the Company's
1982, 1990 and 1992 Stock Option Plans; and (iii) Dr. Kovner has no
voting or disposition powers with respect to the stock subject to the
options until the options are exercised, but has sole voting and
dispositive power as to the remaining 38,249 shares.
B-1
<PAGE>
(2) As of February 9, 1996, as reported in Amendment No. 1 to a Schedule 13G
filed with the SEC on February 13, 1996. Such Amendment reported that
Heartland Advisors, Inc. ("Heartland") has sole dispositive power as to
138,082 shares which are held in various investment advisory accounts of
customers of Heartland. Of these shares, Heartland has sole voting
power as to 130,282 shares.
(3) As of October 28, 1994, as reported in a Schedule 13D filed with the SEC
on November 1, 1994. The Schedule 13D reported that (i) Robert H.
Leshner may be deemed to have sole voting and sole dispositive power as
to 1,100 shares which are owned by his family members; (ii) that Mr.
Leshner owns a warrant for 100,000 shares, first exercisable on January
1, 1995, and Mr. Leshner will have sole voting and sole dispositive
power over these 100,000 shares when the warrant is exercised; and (iii)
the filing of the Schedule 13D is not intended as, and should not be
deemed, an acknowledgment of beneficial ownership or shared voting power
or shared dispositive power by Robert H. Leshner of the 1,100 shares of
common stock, such beneficial ownership or shared voting power or shared
dispositive power being disclaimed.
(4) As of February 8, 1996, as reported in a Schedule 13G filed with the SEC
on February 14, 1996. The Schedule 13G reported that Kennedy Capital
Management, Inc. holds 100,000 shares for discretionary investment
accounts managed by it, and has shared voting power and shared
dispositive power as to the 100,000 shares.
</FN>
</TABLE>
B-2
<PAGE>
APPENDIX C
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of April 10, 1996 with
respect to the beneficial ownership of shares of the Company's Common Stock by
the Company's directors and the executive officers named in the Company's
Summary Compensation Table, individually, and by all directors and executive
officers as a group: (1)
<TABLE>
<S> <C> <C>
Common Stock Beneficially
Name and Office Held Owned and Nature of
(Other Than Director) (2) Ownership (3) Percent of Class (4)
Richard A. Berger 23,402 (5) 1.80%
James B. Jacobson 12,021 (6) 0.92%
Ronald L. Katz, M.D. 17,824 (7) 1.37%
Anthony R. Kovner, Ph.D. 1,200 (8) 0.09%
Joel W. Kovner, Dr., P.H., MPH 403,064 (9) 24.60%
Chairman of the Board of Directors
and Chief Executive Officer
Lynn O. Poulson, J.D. 21,154 (10) 1.62%
Daniel S. Rader 34,274 (11) 2.58%
David G. Rodeffer, MPH 54,242 (12) 4.10%
All Directors and Executive 567,181 (13) 33.46%
Officers (8 in number)
Robert H. Leshner (14) 111,825 (15) 7.96%
(holds no office)
- - ------------------------------
<FN>
(1) Such information was obtained from the Company's 1996 Proxy Statement.
(2) Addresses for all individuals other than Mr. Leshner and Dr. A. Kovner
is c/o Professional Bancorp, Inc., 606 Broadway, Santa Monica,
California 90407.
(3) Unless otherwise indicated, the persons named herein have sole and/or
joint voting power over shares reported and such shares are owned
directly.
(4) Options and Warrants to purchase shares of Common Stock held by
directors, officers and other individuals that were exercisable within
60 days after April 26, 1996 ("Exercisable Option Shares" or
"Exercisable Warrant Shares"), are treated as outstanding for the
purpose of computing the number and percentage of outstanding securities
of the class owned by such person, but not for the purpose of computing
the percentage of the class owned by any other person.
(5) Includes 1,785 Exercisable Option Shares.
(6) Includes 595 Exercisable Option Shares.
(7) Includes 1,785 Exercisable Option Shares.
(8) Anthony R. Kovner, Ph.D. is the brother of Joel W. Kovner, Dr., P.H.,
MPH. Dr. A. Kovner's business address is 40 West Fourth Street,
600 Tisch Hall, New York, New York 10012.
(9) Includes 337,695 Exercisable Option Shares.
(10) Includes 1,785 Exercisable Option Shares.
C-1
<PAGE>
(11) Includes 30,000 Exercisable Option Shares.
(12) Includes 21,000 Exercisable Option Shares.
(13) Includes 394,645 Exercisable Option Shares.
(14) Mr. Leshner is not an officer or employee of the Company, and this
information is being reported only because it was included in the
Company's 1996 Proxy Statement. Mr. Leshner's business address is
312 Walnut Street, Suite 2100, Cincinnati, OH 45202.
(15) Includes 105,000 Exercisable Warrant Shares.
</FN>
</TABLE>
C-2
<PAGE>
YOUR VOTE IS EXTREMELY IMPORTANT
1. Please SIGN, MARK, DATE and MAIL your YELLOW proxy card in the
enclosed postage-paid envelope. If you wish to vote for the Committee
Nominees, you must submit the enclosed YELLOW proxy card and must NOT
submit the Company's white proxy card, even if you wish to vote for
any of the Company Nominees. If you have already submitted the
Company's proxy, you have every right to change your vote by signing
and returning the enclosed YELLOW proxy card. Only your latest dated
Proxy will count at the annual meeting.
2. If you have already voted on the Company's white proxy card, you have
every legal right to change your mind and vote FOR the Committee
Nominees on the YELLOW proxy card. Only your latest dated proxy card
will count.
3. If your shares are held for you by a bank or brokerage firm, only your
bank or broker can vote your shares and only after receiving your
instructions. Please call your bank or broker and instruct your
representative to vote FOR the Committee Nominees on the YELLOW proxy
card.
4. Time is short. Please vote today!
If you have questions or need assistance in voting your shares or in changing
your vote, please contact:
Shareholders Protective Committee
c/o Brown, Cummins & Brown Co., L.P.A.
3500 Carew Tower, 441 Vine Street
Cincinnati, Ohio 45202
513-381-2121
OR
Call the Committee's Solicitors
Toll-Free (800) 326-9653
<PAGE>
PROFESSIONAL BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 19, 1996
THIS PROXY IS SOLICITED BY
THE PROFESSIONAL BANCORP SHAREHOLDERS PROTECTIVE COMMITTEE
IN OPPOSITION TO THE BOARD OF DIRECTORS
The undersigned hereby appoints _________________ and
__________________, and each of them, with full power of substitution and
resubstitution, the attorney(s) and the proxy(ies) of the undersigned, to vote
all shares the undersigned may be entitled to vote, with all powers the
undersigned would possess if personally present at the Annual Meeting of
Shareholders of Professional Bancorp, Inc., to be held on June 19, 1996, and at
any adjournment or postponement thereof on the following matters, as instructed
below.
A vote "FOR" the Nominees listed below is recommended:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below or, if cumulative voting is
in effect, to elect as many of the Committee's Nominees as
possible in the preference order listed below. (except as
indicated to the contrary below)
[Insert Committee Nominees]
1.
2.
3.
4.
5.
6.
7.
Instruction: If you wish to withhold authority and preclude the proxy
from voting for any individual nominees, write the name(s) in the space
provided: __________________________________________________________
[ ] WITHHOLD AUTHORITY to vote for all nominees
If the Committee is not permitted to nominate the Committee
Nominees, the Committee will WITHHOLD AUTHORITY to vote for all
management nominees.
(Continued and to be SIGNED on the reverse side)
<PAGE>
A vote "DISAPPROVING" the Director Stock Option Plan is recommended:
2. DISAPPROVING THE 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.
Disapproving the Company's 1996 Non-Employee Director Stock
Option Plan covering 50,000 shares of the Company's Common Stock.
[ ] DISAPPROVE THE PLAN [ ] APPROVE THE PLAN [ ] ABSTAIN
A vote "FOR" proposal No. 3 is recommended:
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
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. Unless otherwise specified, this proxy
will be voted "FOR" the election of the Committee Nominees as directors. This
proxy revokes all prior proxies given by the undersigned.
If shares are registered in more than one name, all such persons should
sign. A corporation should sign in its full corporate name by a duly authorized
officer, stating full title. Trustees, guardians, executors and administrators
should sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by authorized persons. This
Proxy Card votes all shares held in all capacities.
Dated: _______________________________, 1996
Number of Shares: ________ ___________________________________________
(Signature)
___________________________________________
(Please Print Name)
___________________________________________
(Signature if Held Jointly)
___________________________________________
(Please Print Name)
___________________________________________
(Title or Authority (if applicable))
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY.
THIS PROXY IS SOLICITED ON BEHALF OF THE SHAREHOLDERS PROTECTIVE COMMITTEE, 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.
