-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U2Lkr08tembTVBsqzWjqIuJZaXG5F6EzOom4r+3Go7gyBJjo/XUZfGloxRXoqlvc 6GQKBjs41LyhKow1hWT56Q== 0000909012-96-000061.txt : 19970619 0000909012-96-000061.hdr.sgml : 19970619 ACCESSION NUMBER: 0000909012-96-000061 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960607 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROFESSIONAL BANCORP INC CENTRAL INDEX KEY: 0000700914 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 953701137 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRRN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10937 FILM NUMBER: 96578223 BUSINESS ADDRESS: STREET 1: 606 BROADWAY CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3104581521 MAIL ADDRESS: STREET 2: 606 BROADWAY CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: PROFESSIONAL BANCORP /CA/ DATE OF NAME CHANGE: 19890904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOSKOWITZ JOEL S CENTRAL INDEX KEY: 0001015011 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: PRRN14A BUSINESS ADDRESS: STREET 1: C/O BROWN CUMMINS & BROWN CO LPA STREET 2: 441 VINE STREET 3500 CAREW TOWER CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137213111 MAIL ADDRESS: STREET 1: C/O BROWN CUMMINS & BROWN CO LPA STREET 2: 441 VINE STREET 3500 CAREW TOWER CITY: CINCINNATI STATE: OH ZIP: 45202 PREC14A 1 PROXY STATEMENT 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: __________________________________________________________________ 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. 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 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 - - ------------------------------- 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 ___________________.
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. 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, 1420 Fifth Ave.Seattle, Washington 98111, 1989 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./Fomento, Ltd., 18200 Von Karman, Suite 200, Irvine, California 92715. 7. Larry E. Cushing 57 Certified Public Accountant, independent consulting, 24 Mateo Drive, Tiburon, California 94920. Prior to June, 1993, he was a partner with KPMG Peat Marwick, LLP, 3 Embarcardero Center, San Francisco, California 94111. * Members of the Committee.
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: 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
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 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. 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./Fomento, Ltd. 18200 Von Karman, Suite 200 Irvine, California 92715 7. Larry E. Cushing 0 0% 24 Mateo Drive Tiburon, California 94920
A-1 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. 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." - - -------------------------- (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 (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.
B-2 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) 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) - - ------------------------------ (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 (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.
C-2 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 513-381-2122 OR Call the Committee's Solicitors Toll-Free (800) 326-9653 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 James R. Cummins and Stephen D. Filbert, 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) 1. Julie P. Thompson 2. Ray T. Oyakawa, M.D. 3. Joel Moskowitz 4. John S. Buchanan 5. Alan S. Borstein 6. Jon E. Cobain 7. Larry E. Cushing 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) 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. -----END PRIVACY-ENHANCED MESSAGE-----