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 14, 1996
Dear Professional Bancorp Shareholder:
VOTE FOR an independent, experienced new Board of Directors. Send in
your YELLOW proxy! Our Director Candidates include two former bankers (one a
former Chief of Staff of the Federal Home Loan Bank Board), a CPA with expertise
in financial institutions, two health-care CEO's, a real estate developer and an
experienced, independent attorney. They will bring professional, ethical and
expert leadership to Professional Bancorp and erase the questions we raise
below.
Despite nearly $500,000 per year in total compensation from Professional
Bancorp, Joel Kovner is substantially in debt to the Bank and to his fellow
directors. This raises concerns about his competence and the independence of the
Bank's directors.
BOARD ENTANGLEMENTS
In response to our proxy solicitation and litigation, the old Board has now
disclosed the following loans and debts:
KOVNER'S DISCLOSED CREDITORS KOVNER OWES
First Professional Bank loan to Mr. Kovner $100,000
Director James Jacobson loan to Mr. Kovner $100,000
Director David Rodeffer loan to Mr. Kovner $149,994
Director Lynn Poulson's Law Firm bill to Mr. Kovner $ 65,000
TOTAL $414,994
In addition to these debts, sworn statements from former Bank employees
indicate that Mr. Kovner has also borrowed $100,000 from Fern Rodeffer, the
Mother of Director David Rodeffer and other undisclosed amounts from H. Leon
Brooks, a former Director and Compensation Committee Chairman.
<PAGE>
Professional Bancorp Shareholder
June 14, 1996
Page Two
SHAREHOLDER QUESTIONS AND CONCERNS
Mr. Kovner's pattern of borrowing from the Bank, its Directors and their
family raises issues:
- Can Directors who loan money to Mr. Kovner objectively
determine whether he should be continued as an employee of the
Bank?
- Is the Stock Option Plan now proposed for Outside Directors an
indirect reward for loans to Mr. Kovner?
- Were loans given by the Bank to Outside Directors approved by
Mr. Kovner as a reward for personal loans to him?
- Should the Bank retain Mr. Kovner as CEO when he chooses,
despite his $500,000 per year in total Bank compensation, to
enmesh his Directors in his personal financial problems?
- Should Directors who allow themselves to be entangled in Mr.
Kovner's finances be retained by the shareholders?
- Should Directors who either passively acquiesce in, or actively
approve of, the financial entanglement of Mr. Kovner and
Directors be retained by the shareholders?
It isn't fair that our investment is subject to these questions and
concerns. Professional Bancorp needs a new Board of Directors who will neither
participate in, nor tolerate, this type of behavior. If you agree, VOTE YOUR
YELLOW PROXY CARD. 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.
By: /s/ Milton J. Schloss Sr.
Milton J. Schloss Sr., Trustee, Committee Chairperson
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; and Mark B. Kuby, M.D., 8014 Plainfield, Cincinnati,
Ohio 45236, No. of Shares Beneficially Owned: 26,250
YOUR VOTE IS EXTREMELY IMPORTANT
1. If you have not already voted a YELLOW card, please SIGN, MARK, DATE and
MAIL the enclosed YELLOW proxy card. If you wish to vote for the Committee
Nominees, you must submit the YELLOW proxy card and must NOT submit the
Company's white proxy card.
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!
For a personal pick-up of your proxy, or 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
Call Collect: 513-381-2122
OR
Call the Committee's Solicitors
Toll-Free (800) 326-9653
