<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
PROFESSIONAL BANCORP, INC.
606 BROADWAY
SANTA MONICA, CALIFORNIA
90401
<PAGE>
ITEM 1. CHANGES IN PLAN
During the past fiscal year, there have been no material changes in First
Professional Bank's 401(k) Savings Plan (the "Plan").
ITEM 2. CHANGES IN INVESTMENT POLICY
During the past fiscal year, there have been no material changes in First
Professional Bank's 401(k) Savings Plan with respect to the kind of securities
or other investments in which funds held under the plan may be invested.
ITEM 3. CONTRIBUTIONS UNDER THE PLAN
First Professional Bank, N.A., wholly-owned subsidiary of Professional
Bancorp, Inc. (the "Company"), at its discretion matches contributions up to a
maximum amount of 100% of the first 3% of eligible compensation, as defined.
These contributions may be invested at the participant's direction.
ITEM 4. PARTICIPATING EMPLOYEES
At December 31, 1997, the First Professional Bank 401(k) Savings Plan had
approximately 128 participants.
ITEM 5. ADMINISTRATION OF THE PLAN
The following table sets forth certain information concerning the persons
who administer the Plan, the capacity in which they act, positions or offices
held with the Company and compensation received from the Plan.
<TABLE>
<CAPTION>
Compensation
Name and Address Capacity within Plan Capacity within Company Paid by Plan
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Eric Woodstrom Plan Administrator Executive Vice President, $ -0-
First Professional Bank, N.A. First Professional Bank, N.A.
606 Broadway
Santa Monica, California
90401
First National Bank of Trustee None -0-
Boston
P.O. Box 1882
Boston, Massachusetts
02105
</TABLE>
1
<PAGE>
ITEM 6. CUSTODIAN OF INVESTMENTS
The following table sets forth certain information concerning the persons
who acts as custodian of the Plan's investments and securities, compensation
received from the Plan, and bond coverage furnished in connections with the
custody of the security or other assets of the plan.
<TABLE>
<CAPTION>
Compensation
Name and Address Paid by Plan Bond Coverage
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Bear, Stearns Securities Corp. $ -0- Member of Securities
1999 Avenue of the Stars Investor Protection Corporation
Los Angeles, California 90067 (SPIC). SIPC provides $500,000 (of
which $100,000 may be in cash).
Bear Stearns Companies Inc.
has a Financial Institution Bond
totaling $400 million.
First National Bank of Boston -0- Financial Institution Bond
</TABLE>
ITEM 7. REPORTS TO PARTICIPATING EMPLOYEES
The participants of the plan receive quarterly reports providing them
information regarding their assets within the plan and a summary plan
description at the end of the calendar year.
ITEM 8. INVESTMENT OF FUNDS
In addition to securities of the Company, the participant has the option of
investing in John Hancock Money Market Class A fund, John Hancock Global Fund
Class A, John Hancock Independence Equity Fund Class A, John Hancock Global RX
Fund Class A, John Hancock Sovereign Balanced Fund Class A and the John Hancock
Special Opportunities Fund Class A. The above mentioned funds are traded in
units, or shares, and priced accordingly. Therefore, there are no additional
commissions paid by the Plan.
2
<PAGE>
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
Pursuant to the requirements of Securities Exchange Act of 1934, the trustees
(or other persons who administer the plan) have duly caused this annual report
to be signed by the undersigned thereunto duly authorized.
(A) Exhibits: Exhibit No. 23.1 - Independent Auditors' Consent
FIRST PROFESSIONAL BANK 401(k) SAVINGS PLAN
Date: 7/15/98 By: /s/ Eric Woodstrom
-----------------------------------------
Eric Woodstrom
Executive Vice President
First Professional Bank, N.A.
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Index
-----
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 1
Statement of Net Assets Available for Plan Benefits - December 31, 1997 and 1996 2
Statement of Changes in Net Assets Available for Plan Benefits -
Year ended December 31, 1997 3
Notes to Financial Statements 4
<CAPTION>
Schedule
--------
<S> <C>
Line 27a - Schedule of Assets Held for Investment Purposes - December 31, 1997 1
Line 27d - Schedule of Reportable Transactions - Year ended December 31, 1997 2
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Profit Sharing Committee of the
First Professional Bank 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for Plan
benefits of the First Professional Bank 401(k) Savings Plan (the "Plan") as of
December 31, 1997 and 1996 and the related statement of changes in net assets
available for Plan benefits for the year ended December 31, 1997. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of the Plan as
of December 31, 1997 and 1996 and the changes in net assets available for Plan
benefits for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes and schedule of reportable transactions are presented
for purposes of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical cost of certain Plan
assets held by the Plan custodian. Disclosure of this information is required by
the Department of Labor's Rules and Regulations for reporting and disclosure
under the Employee Retirement Income Security Act of 1974.
Los Angeles, California KPMG PEAT MARWICK LLP
June 30, 1998
1
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Assets:
Investments, at fair value:
Cash $ 1,029 $ -
Mutual Funds 888,096 758,826
Professional Bancorp, Inc. common stock 280,925 195,923
Participant Loans 71,991 48,201
---------- ----------
Total assets 1,242,041 1,002,950
---------- ----------
Net assets available for Plan benefits $1,242,041 $1,002,950
========== ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1997
<TABLE>
<S> <C>
Additions to net assets:
Investment income:
Interest and dividends $ 5,670
Realized and unrealized gains and losses 215,766
----------
221,436
Net assets acquired on rollover from other plans 5,402
Contributions:
Employer 81,003
Employees 173,873
----------
Total additions 481,714
Deductions from net assets - benefits paid to participants (242,623)
----------
Increase in net assets 239,091
Net assets available for Plan benefits:
Beginning of the year 1,002,950
----------
End of the year $1,242,041
==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(1) DESCRIPTION OF THE PLAN
GENERAL
The following description of the First Professional Bank 401(k) Savings
Plan (the Plan) provides only general information. Participants should
refer to the Plan agreement for a complete description of the Plan's
provisions.
The Plan is a defined contribution plan which provides retirement benefits
for eligible employees of First Professional Bank, N.A. and its
subsidiaries (the Company). The Plan is administered by the First
Professional Bank Benefits Committee (the Plan Administrator), which is
presently comprised of four officers of First Professional Bank, N.A.. The
Plan has been amended periodically to conform with various requirements of
the Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
All employees of the Company are eligible to participate in the Plan after
completion of one year of employment consisting of at least 1,000 hours.
Employees of the Company are eligible to participate in the Plan on the
first day of each quarter following the completion of one year of
employment. However, the employee may make a rollover contribution before
completing the one year eligibility requirement.
Effective January 1, 1996, the Board of Directors of the Company authorized
an amendment to the Plan to allow participants to contribute, under a
salary reduction agreement, up to 15% of their eligible compensation, as
defined, but not to exceed the dollar amount allowed by law, $9,500 for
1997. The Company at its discretion matches contributions up to a maximum
amount of 100% of the first 3% of eligible compensation, as defined. These
contributions may be invested at the participant's direction in the
Professional Bancorp, Inc. common stock and the following mutual funds:
John Hancock Money Market Class A Fund, John Hancock Global Fund Class A
Fund, John Hancock Independence Equity Fund Class A, John Hancock Global RX
Fund Class A, John Hancock Sovereign Balanced Fund Class A, and the John
Hancock Special Opportunities Fund Class A.
PARTICIPANT LOANS
Loans to participants may be made, at the discretion of the Plan's
Administrator, in an amount not less than $1,000 and not to exceed the
lesser of $50,000 reduced by the highest outstanding balance of all other
loans made to participant during the prior 12 months or the sum of one-half
of the present value of the vested balance of the participant's Employer
Contribution Account. Such loans are collateralized by the present value of
the participant's vested balance in the Plan and carry interest at a rate
established by the Plan Administrator. The terms of these loans shall not
exceed five years or extend beyond the Participant's normal retirement
date. The period may exceed five years if the loan is used to acquire or
construct a dwelling unit which within a reasonable time will be used as
the principal residence of the Participant.
4
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Notes to Financial Statements, Continued
PARTICIPANT'S ACCOUNTS AND FORFEITED ACCOUNTS
Each participant's account is credited with the participant's contributions
and allocations of the Company's matching contribution and the Plan's
earnings or losses. Earnings of the various funds are allocated to the
participant balances according to the ratio that a participant's weighted
average account balance or shares held in a given fund bears to the total
of all account balances or shares held in the fund. Forfeitures reduce the
amount of matching employer contributions. For the year ended December 31,
1997, forfeited non vested accounts totaled $13,721.
VESTING
The Participant shall always have a non-forfeitable right to the portion of
his account attributable to Salary Reduction Contributions, After-tax
Employee Contributions, and Rollover Contributions. The Company's matching
contributions vest 100% for all participants with five or more years of
service provided that they are credited with an hour of service in any Plan
year beginning after December 31, 1988. The following is the participant's
vesting schedule for matching employer contributions:
<TABLE>
<CAPTION>
VESTED
YEARS OF SERVICE PERCENTAGE
---------------- ----------
<S> <C>
Less than 1 0%
1 20%
2 40
3 60
4 80
5 or more 100
==========
</TABLE>
BENEFIT PAYMENTS
Upon severance of employment by the Company due to permanent disability (as
defined by the Plan), retirement (as defined by the Plan) or death, the
participant's share of the Company's contributions become fully vested.
For distributions other than for financial hardship, the method of payment
is based on the participant's election and may be made by one or more of
the following options: (a) a single lump sum payment in cash, (b) a series
of installments (as defined by the Plan) or (c) a direct transfer to either
an Individual Retirement Account or a qualified retirement Plan.
Participants who are 100% vested and 59 1/2 years of age may take an
in-service withdrawal of all or a portion of the value of their vested
accounts once each plan year. The distribution is taxable to the
participant, but is not subject to the 10% penalty tax. Distributions may
be rolled over to a qualified IRA program without a tax penalty.
5
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Notes to Financial Statements, Continued
PLAN TERMINATION
The Company has not expressed any intent to terminate the Plan; however, it
may do so at any time, subject to the provisions of ERISA. In the event of
termination, participants automatically become 100% vested in their account
balances.
PLAN AMENDMENTS
Effective January 1, 1998, the Plan removed BankBoston, N.A. (First
National Bank of Boston) as the Trustee and John Hancock Signature Services
as custodian and appointed Delaware Charter Guarantee & Trust Company as
the new Trustee of the Plan. In December 1997, the Company chose an
investment manager and the assets of the Plan were transferred to the
Principal Mutual Life Insurance Company, Principal Financial Group on
January 30, 1998.
ADMINISTRATIVE EXPENSES
All administrative costs of the Plan are paid by the Company.
(2) SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared on the accrual
basis of accounting.
INVESTMENTS
Publicly traded securities are carried at fair value based on the published
market quotations. Purchases and sales of investments are recorded on a
trade-date basis.
Participant loans are stated at cost which approximates fair value.
USE OF ESTIMATES
The Plan Administrator has made a number of estimates and assumptions
relating to the reporting of assets and liabilities to prepare these
financial statements in conformity with generally accepted accounting
principles. Accordingly, actual results may differ from these estimates.
6
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Notes to Financial Statements, Continued
(3) NET ASSETS AVAILABLE FOR PLAN BENEFITS
The following presents net assets available for Plan benefits for each fund
as of December 31, 1997:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Professional John Hancock John Hancock John Hancock John Hancock John Hancock
Bancorp, Inc. Money Sovereign Independence Special Global
Common Market Balanced Equity Opportunities Fund
Stock Fund Fund Fund Fund
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Cash $ 1,029 $ - $ - $ - $ - $ -
Mutual funds - 137,522 154,957 295,590 131,926 90,445
Professional Bancorp, Inc.
common stock 280,925 - - - - -
Participant loans
------------------------------------------------------------------------------------------
Total assets 281,954 137,522 154,957 295,590 131,926 90,445
------------------------------------------------------------------------------------------
Net assets available for
Plan benefits $281,954 $137,522 $154,957 $295,590 $131,926 $90,445
==========================================================================================
<CAPTION>
-------------------------------------------------
John Hancock Participant's
Global RX Loans Total
Fund
-------------------------------------------------
<S> <C> <C> <C>
Assets:
Investments, at fair value:
Cash $ - $ - $ 1,029
Mutual funds 77,656 - 888,096
Professional Bancorp, Inc.
common stock - - 280,925
Participant loans 71,991 71,991
-------------------------------------------------
Total assets 77,656 71,991 1,242,041
-------------------------------------------------
Net assets available for
Plan benefits $77,656 $71,991 $1,242,041
=================================================
</TABLE>
7
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Notes to Financial Statements, Continued
(3) NET ASSETS AVAILABLE FOR PLAN BENEFITS, CONTINUED
The following presents net assets available for Plan benefits for each fund
as of December 31, 1996:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Professional John Hancock John Hancock John Hancock John Hancock John Hancock
Bancorp, Inc. Money Sovereign Independence Special Global
Common Market Balanced Equity Opportunities Fund
Stock Fund Fund Fund Fund
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Mutual funds $ - $120,875 $142,823 $226,655 $114,350 $98,206
Professional Bancorp, Inc.
common stock 195,923 - - - - -
Participant loans
------------------------------------------------------------------------------------------
Total assets 195,923 120,875 142,823 226,655 114,350 98,206
Net assets available for
Plan benefits $195,923 $120,875 $142,823 $226,655 $114,350 $98,206
==========================================================================================
<CAPTION>
------------------------------------------------
John Hancock Participant's
Global RX Loans Total
Fund
------------------------------------------------
<S> <C> <C> <C>
Assets:
Investments, at fair value:
Mutual funds $55,917 $ - $ 758,826
Professional Bancorp, Inc.
common stock - - 195,923
Participant loans 48,201 48,201
------------------------------------------------
Total assets 55,917 48,201 1,002,950
Net assets available for
Plan benefits $55,917 $48,201 $1,002,950
================================================
</TABLE>
8
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Notes to Financial Statements, Continued
(4) CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
The following presents changes in net assets available for Plan benefits
for each fund for the year ended December 31, 1997:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Professional John Hancock John Hancock John Hancock John Hancock John Hancock
Bancorp, Inc. Money Market Sovereign Independence Special Global
Common Fund Balanced Fund Equity Fund Opportunities Fund
Stock Fund
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets:
Investment income:
Interest and dividends $ - $ 68 $ - $ - $ - $ -
Realized and unrealized
gains and losses 96,065 395 29,636 61,880 4,389 5,985
---------------------------------------------------------------------------------------------
96,065 463 29,636 61,880 4,389 5,985
Net assets acquired on
rollover from other plans 194 1,042 - 2,083 2,083
Contributions:
Employer 11,373 6,698 11,940 19,468 14,318 9,472
Employees 23,764 23,495 24,739 43,121 31,666 15,310
---------------------------------------------------------------------------------------------
Total additions: 131,202 30,850 67,357 124,469 52,456 32,850
Deductions from net
assets - benefits paid to
participants: (43,867) (19,077) (48,119) (52,289) (31,281) (25,902)
Interfund transfers (1,304) 4,874 (7,104) (3,245) (3,599) (14,709)
---------------------------------------------------------------------------------------------
Increase (decrease)
in net assets 86,031 16,647 12,134 68,935 17,576 (7,761)
Net assets available for
Plan benefits:
Beginning of the year 195,923 120,875 142,823 226,655 114,350 98,206
---------------------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------
John Hancock Participant's
Global RX Loans Total
Fund
--------------------------------------------
<S> <C> <C> <C>
Additions to net assets:
Investment income:
Interest and dividends $ - $ 5,602 $ 5,670
Realized and unrealized
gains and losses 17,416 - 215,766
--------------------------------------------
17,416 5,602 221,436
Net assets acquired on
rollover from other plans - - 5,402
Contributions:
Employer 7,734 - 81,003
Employees 11,778 - 173,873
--------------------------------------------
Total additions: 36,928 5,602 481,714
Deductions from net
assets - benefits paid to
participants: (12,864) (9,224) (242,623)
Interfund transfers (2,325) 27,412 -
--------------------------------------------
Increase (decrease)
in net assets 21,739 23,790 239,091
Net assets available for
Plan benefits:
Beginning of the year 55,917 48,201 1,002,950
--------------------------------------------
</TABLE>
9
<PAGE>
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Notes to Financial Statements, Continued
(5) INCOME TAXES
The Company received a favorable tax determination letter on April 28, 1993
from the Internal Revenue Service stating that the Plan qualified under
Section 401 of the Internal Revenue Code of 1954 and that the Trust is
exempt from Federal income taxes under provisions of Section 501(a). The
Plan Administrator believes that the Plan is being operated in compliance
with Section 401(a) of the Internal Revenue Code.
(6) RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Ameritas
Investment Corporation, which is affiliated with John Hancock Trust
Company, which is the custodian as defined by the Plan and, therefore,
these transactions qualify as party-in-interest. Fees for the trust
management services are paid by the Company.
11
<PAGE>
Schedule 1
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Description of investment
Party-in Identity of issuer, including maturity date, rate of
interest borrower, lessor interest, collateral, par or Current
identification or similar party maturity value Cost Value
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* Professisonal Bancorp, Inc. 18,052 shares of common $ (A) - $ 280,925
common stock stock @ $15.562 per share
* John Hancock Mutual Fund Account Money Market Fund 137,522 137,522
* John Hancock Mutual Fund Account Sovereign Balanced Fund (A) - 154,957
* John Hancock Mutual Fund Account Independence Equity Fund (A) - 295,590
* John Hancock Mutual Fund Account Special Opportunities Fund (A) - 131,926
* John Hancock Mutual Fund Account Global Fund (A) - 90,445
* John Hancock Mutual Fund Account Global RX Fund (A) - 77,656
Fund
* Participants Loans 6.00% - 10.50%, 2/28/2007 (A) - 71,991
* Cash account for Employer Stock 1,029 1,029
---------------------------
$138,551 $1,242,041
===========================
</TABLE>
* Party in interest
(A) Historical cost information was not available as the Custodian maintains its
records on a fair market basis.
See accompanying independent auditors' report.
12
<PAGE>
Schedule 2
FIRST PROFESSIONAL BANK 401(k)
SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions
December 31, 1997
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Description of asset Current
Identity including interest Cost value of asset
of party rate and maturity Purchase Selling of on transaction
involved in case of a loan Price Price asset date
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John Hancock Special Opportunities $ - $134,142 N/A $134,142
John Hancock Global Fund 88,890 - 88,890 88,890
John Hancock Independence Equity Fund 284,780 - 284,780 284,780
John Hancock Global RX Fund 77,469 - 77,469 77,469
John Hancock Sovereign Balanced 179,738 - 179,738 179,738
John Hancock Special Opportunities 134,142 - 134,142 134,142
John Hancock Money Market 138,531 - 138,531 138,531
Professional
Bancorp, Inc. Common Stock - 50,652 N/A 50,652
Bear, Stearns Cash Account 50,652 - 50,652 50,652
John Hancock Global Fund 132,220 - 132,220 132,220
John Hancock Global Fund - 139,485 N/A 139,485
John Hancock Independence Equity Fund 385,594 - 385,594 385,594
John Hancock Independence Equity Fund - 378,652 N/A 378,652
John Hancock Global RX Fund 109,682 - 109,682 109,682
John Hancock Global RX Fund - 105,355 N/A 105,355
John Hancock Sovereign Balanced 239,669 - 239,669 239,669
John Hancock Sovereign Balanced - 254,082 N/A 254,082
John Hancock Special Opportunities 210,187 - 210,187 210,187
John Hancock Special Opportunities - 196,979 N/A 196,979
John Hancock Money Market 156,565 - 156,565 156,565
John Hancock Money Market - 16,117 N/A 16,117
Professional
Bancorp, Inc. Common Stock 38,077 - 38,077 38,077
Professional
Bancorp, Inc. Common Stock - 50,652 N/A 50,652
Bear, Stearns Cash Account 88,916 - 88,916 88,916
Bear, Stearns Cash Account - 91,342 N/A 91,342
John Hancock Global Fund - 89,006 N/A 89,006
John Hancock Independent Equity Fund - 285,293 N/A 285,293
John Hancock Global RX Fund - 77,470 N/A 77,470
John Hancock Sovereign Balanced - 179,734 N/A 179,734
</TABLE>
Note: There were no expenses incurred on the above transactions. The gain or
loss on sales of assets is not available because the custodian does not
maintain historical cost information.
See accompanying independent auditors' report.
13
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Professional Bancorp, Inc.:
We consent to incorporation by reference in the Registration Statement
(No. 33-63379) on Form S-8, of Professional Bancorp, Inc. of our report dated
June 30, 1998, relating to the statements of net assets available for Plan
benefits of First Professional Bank 401(k) Savings Plan as of December 31, 1997
and 1996, and the related statement of changes in net assets available for Plan
benefits for the year ended December 31, 1997, and all related schedules, which
report appears in the December 31, 1997 annual report on Form 11-K of
Professional Bancorp, Inc.
Our report on the supplemental schedules dated June 30, 1998, contains an
explanatory paragraph that states that the schedule of assets held for
investment purposes that accompanies the Plan's financial statements does not
disclose the historical cost of certain plan assets held by the Plan custodian.
Disclosure of this information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
Los Angeles, California KPMG PEAT MARWICK LLP
July 15, 1998
