PROFESSIONAL BANCORP INC
8-K, 1998-01-09
STATE COMMERCIAL BANKS
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                       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



                           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
                                                            ------------








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<PAGE>


ITEM 5.  OTHER EVENTS


         Professional Bancorp, Inc. ("Bancorp") and its wholly-owned subsidiary,
First Professional Bank, N.A. (the "Bank"), have entered into a Settlement
Agreement and Release with St. Paul Mercury Insurance Company ("St. Paul"),
their Directors and Officers Liability insurance carrier. St. Paul paid Bancorp
and the Bank the total amount of $600,000 on December 22, 1997 in settlement of
Bancorp's and the Bank's claim for reimbursement of certain non-recurring
expenses in connection with the 1996 proxy contest and related litigation.


                                   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:  January 9, 1998        By:   /s/ MELISSA LANFRE, Chief Financial Officer
                                     -------------------------------------------
                                     MELISSA LANFRE, Chief Financial Officer
                                     



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