SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event report) June 11, 1996
Professional Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-11223 95-3701137
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
606 Broadway, Santa Monica, CA 90401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 458-1521
<PAGE>
Item 5. Other Events
A press release, dated July 11, 1996, reports information that the
registrant deems of importance to security holders. The press release, which is
attached as Exhibit 1, is hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Professional Bancorp, Inc.
Dated: July 12, 1996 By: /s/ John S. Buchanan
-------------------------------------------
John S. Buchanan, President and
Chief Executive Officer
<PAGE>
Exhibit 1
For Immediate Release
Professional Bancorp Announces New Board; Litigation Ends Over Bank
Management; John Buchanan Named Interim CEO
Santa Monica, Calif. -- July 11, 1996 -- Professional Bancorp, Inc.
(AMEX:MDB) announced today that its existing Directors and the Directors
nominated by the Professional Bancorp, Inc. Shareholders' Protective Committee
have agreed to complete settlement of all litigation and disputes respecting
management of Professional Bancorp and its Bank subsidiary. The accord includes
confirmation of the election of a new combined Board of Professional Bancorp and
of the Bank; the appointment of new Co-Chairpersons, Julie Thompson and Lynn
Poulson; and the hiring of an interim Chief Executive Officer, John Buchanan.
Professional Bancorp's and the Bank's Boards of Directors will include four
nominees of the Protective Committee and three nominees of prior management. Dr.
Joel W. Kovner has resigned as Chief Executive Officer and will not continue as
Director of either Professional Bancorp or the Bank and intends, instead, to
pursue personal business interests not connected with either organization. David
G. Rodeffer, Executive Vice President and Chief Operating Officer, also resigned
to pursue alternative interests.
The new Directors nominated by the Shareholders' Protective Committee
include: Julie Thompson, President and Chief Executive Officer of Health
Research Association, a biomedical research company; Dr. Oyakawa, an
ophthalmologist and President and Chief Executive Officer of Pacific Eye Net,
Inc.; Joel Moskowitz, an attorney with Moskowitz & Moskowitz; and Alan Borstein,
the owner of companies involved in industrial and residential real estate
development. John Buchanan, the new interim Chief Executive Officer, is
President of Buchanan Associates, which provides corporate finance services to
the financial industry. Mr. Buchanan was Executive Vice President of Pacific
First Bank and previously served as Executive Staff Director and Chief of Staff
of the Federal Home Loan Bank Board.
