-----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, ANLPqJoggmzR40RNl9m9cJzYIOo7q5bKyhsECb684pe1fYO/nTPmWRQUnSxPbWlo NRyipq+h+Y4Ocwkx77LJcA== 0000912057-96-011537.txt : 19960606 0000912057-96-011537.hdr.sgml : 19960606 ACCESSION NUMBER: 0000912057-96-011537 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960604 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROFESSIONAL BANCORP INC CENTRAL INDEX KEY: 0000700914 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953701137 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREC14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10937 FILM NUMBER: 96576792 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: PROFESSIONAL BANCORP INC CENTRAL INDEX KEY: 0000700914 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953701137 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREC14A 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 PREC14A 1 PRE C 14 A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: /X/ Preliminary Proxy Statement (Supplemental) / / 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 Section 240.14a-11(c) or Section 240.14a-12 PROFESSIONAL BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (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. /X/ $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. 606 BROADWAY SANTA MONICA, CALIFORNIA 90401 ------------------------ SUPPLEMENT TO PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 19, 1996 ------------------------ INTRODUCTION This Supplement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders of Professional Bancorp, Inc. (the "Company") to be held at the main office of First Professional Bank, N.A., 606 Broadway, Santa Monica, CA 90401, Wednesday, June 19, 1996 at 5:30 p.m., and at any and all adjournments thereof (the "Annual Meeting"), and amends and supplements the Company's Proxy Statement dated April 29, 1996 (the "Proxy Statement"). It is anticipated that this Supplement will be mailed to shareholders on or about June , 1996. This Supplement, to be read in conjunction with the Proxy Statement, provides certain additional information required to be disclosed by the Company as a result of a proxy contest initiated by a group of dissident shareholders calling themselves the Professional Bancorp Shareholders Protective Committee (the "Committee"). The Committee is seeking the revocation of proxies already given for the Annual Meeting and has called for a special meeting of the shareholders at which it will seek to take control of the Board. In addition, a member of the Committee has initiated litigation against certain individual members of the Board. THE BOARD UNANIMOUSLY AND VIGOROUSLY OPPOSES THE COMMITTEE'S SOLICITATION OF PROXY REVOCATIONS AND URGES YOU NOT TO SIGN ANY PROXY REVOCATION YOU MAY RECEIVE FROM THE COMMITTEE. IF YOU HAVE NOT PREVIOUSLY RETURNED A SIGNED AND DATED PROXY CARD TO THE COMPANY OR IF YOU HAVE EXECUTED AND RETURNED A REVOCATION OF PROXY SOLICITED BY THE COMMITTEE, THE BOARD URGES YOU TO SUPPORT YOUR BOARD BY PROMPTLY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD. IF YOU HAVE PREVIOUSLY RETURNED A SIGNED AND DATED PROXY CARD TO THE COMPANY, YOUR PROXY WILL CONTINUE TO BE VALID UNLESS REVOKED (SEE "REVOCABILITY OF PROXIES" IN THE PROXY STATEMENT). IF YOU HAVE NOT REVOKED YOUR ORIGINAL PROXY, YOU NEED DO NOTHING FURTHER TO ENSURE YOUR VOTE FOR THE BOARD AND FOR THE RATIFICATION OF THE 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AND THE SELECTION OF THE COMPANY'S AUDITORS. Only holders of record of shares of Common Stock as of April 26, 1996 (the "Record Date"), may vote at the Annual Meeting. You are urged to submit a WHITE proxy card to the Company even if your shares were sold after the Record Date. If your shares of Common Stock were held in the name of a brokerage firm, bank or nominee on the Record Date, only it can vote your shares and only upon receipt of your specific instructions. Please contact the person responsible for your account and give instructions for your shares to be voted on the WHITE proxy card. ELECTION OF DIRECTORS The Company has previously distributed to you the Proxy Statement, which contains important information regarding the Company's nominees for director, all of whom are currently directors on the Company's Board. Section 3.3 of the Bylaws as adopted in 1990, which was set out in the Notice of Annual Meeting of Shareholders that accompanied the Proxy Statement (see "Notice of Annual Meeting of Shareholders" attached to the Proxy Statement), provides procedures regarding the nomination of director candidates. This provision requires that shareholder recommendations to the Board for nominations be received by the date shareholder proposals are due. In the alternative, shareholders may nominate their own director candidates pursuant to a proxy solicitation filed with the Securities and Exchange Commission ("SEC"). The Committee has not nominated a slate of directors for the Annual Meeting. Instead, the Committee is urging shareholders to boycott the Annual Meeting in favor of a special meeting to be held later at which the Committee will seek to take control of the Board. In fact, shareholders who do not attend or submit a proxy for the Annual Meeting may forfeit their opportunity to vote for the election of directors. The Company's Bylaws provide that only the Chairman of the Board, the President or the Board may call a special meeting of the shareholders. Neither the Chairman, the President nor the Board intends to call such a meeting. If there is not a quorum at the Annual Meeting, the Bylaws provide that the meeting may be adjourned to such time and place as the shareholders present in person or by proxy and entitled to vote may determine. At such adjourned meeting, those shareholders present in person or by proxy, although less than a quorum, will nevertheless constitute a quorum for the purpose of electing directors. IF YOU HAVE NOT PREVIOUSLY RETURNED A SIGNED AND DATED WHITE PROXY CARD TO THE COMPANY OR IF YOU HAVE EXECUTED AND RETURNED A REVOCATION OF PROXY SOLICITED BY THE COMMITTEE, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ITS NOMINEES BY EXECUTING THE ENCLOSED WHITE PROXY CARD. WE URGE YOU NOT TO SIGN ANY REVOCATION OF PROXY YOU RECEIVE FROM THE COMMITTEE. CERTAIN INFORMATION CONCERNING PARTICIPANTS The directors of the Company, who are the Company's nominees for election to the Board, are participants in the solicitation of proxies on behalf of the Company. Certain information with respect to such participants is set forth in Annex A hereto. For additional information concerning each director, see the Proxy Statement. CERTAIN LITIGATION On May 28, 1996, Martin S. Goldfarb, M.D., a member of the Committee, filed a complaint in the United States District Court for the Central District of California alleging that certain members of the Board (the "Directors") violated Rule 14a-9 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") by failing to disclose in the Proxy Statement, among other things: (a) that Section 3.3 of the Bylaws allegedly disenfranchises shareholders of the Company by preventing them from exercising their right to change the management of the Company through nominations of candidates for the Board and through the conduct of proxy contests; (b) that the December 7, 1995, deadline for shareholder proposals to be included in the Proxy Statement was intended to insure that no such proposals would be made; (c) certain information required to be disclosed in connection with the change in the Company's independent accountants which occurred in 1994; (d) that Dr. Kovner allegedly has been retained and overcompensated in order to enable him to repay loans he received from certain Directors; (e) that Dr. Kovner has engaged in sexual harassment and that the Directors condoned such conduct; (f) alleged self-dealing by the Directors, including various loan transactions; (g) alleged manipulation of the financial records of the Company; (h) alleged violations of Federal Banking Regulations in connection with loans to certain Directors; (i) loans between and among the Directors; (j) the alleged self-interest of the Board to accommodate Dr. Kovner at all costs; and (k) that the purpose behind the nomination of Dr. Kovner's brother as a candidate for the Board was to fill a Board seat with an individual who is personally obedient to Dr. Kovner. The complaint further alleges that these Directors have breached their fiduciary duty by engaging in the conduct described above. The plaintiff is seeking a judicial determination that Section 3.3 of the Company's Bylaws is illegal and unenforceable, that the deadline of December 7, 1995 for submission of shareholder proposals for the Annual Meeting scheduled for June 19, 1996 is illegal and unenforceable, and that the plaintiff and other shareholders of the Company may nominate candidates for election to the Board and may submit shareholder proposals to the Company in connection with the Annual Meeting, without regard to the referenced 2 deadline. The plaintiff also is seeking injunctive relief against the Directors, including temporarily restraining and preliminarily and permanently enjoining the Directors from convening and holding the Annual Meeting and soliciting proxies or voting or causing the voting of any proxies, or the revocation of any proxies, solicited by the Directors for the Annual Meeting. Finally, the Plaintiff seeks actual damages in excess of $1,000,000, plus punitive damages and costs. THE DIRECTORS BELIEVE THE ABOVE CLAIMS ARE WITHOUT MERIT AND INTEND TO VIGOROUSLY DEFEND THE ACTION. Specifically, (a) Section 3.3 of the Bylaws does not disenfranchise shareholders, but only requires nominees to comply with the provisions found in the Securities and Exchange Act respecting proxy solicitations; (b) The deadline for shareholder proposals is consistent with the SEC Rules and does not impede any shareholder from making timely proposals; (c) Information regarding the Company's accountants has been filed with the SEC and disclosed; (d) Dr. Kovner is not overcompensated, his salary is based on the advice of an independent consultant and he has refused additional compensation notwithstanding his assumption of the position of President in addition to his responsibilities as Chief Executive Officer/Chairman; (e) There has never been a claim of sexual harassment made against Dr. Kovner during his entire career; (f) All Company dealings with the Directors have been approved by disinterested directors and have been disclosed and all of the Company's bank subsidiary's dealings with the Directors have been on substantially the same terms as comparable transactions with persons of similar creditworthiness and are consistent with applicable Federal Banking Regulations; (g) the financial records of the Company are complete and accurate and have been reviewed by independent Certified Public Accountants and Government Regulators; (h) No Banking Laws or Regulations have been violated in loans to Directors; (i) loans between two Directors and Dr. Kovner have been disclosed to the Board and are secured; (j) the Board has acted at all times in the best interests of the Company; (k) Anthony Kovner is an established expert on healthcare and corporate governance who has published 49 articles and seven books on these subjects and who consults with 34 healthcare companies and serves Boards of many healthcare organizations. On June 3, 1996, the Company filed a complaint in the United States District Court for the Central District of California against the Committee and certain of its individual members. The complaint alleges that certain members of the Committee have violated a representation in the subscription agreement they signed when they purchased their shares of the Company's stock prohibiting them, without the Company's approval, from becoming a member of a group acting in concert to vote five percent or more of the Company's stock. The complaint further alleges that the Committee violated Section 14(a) and Rule 14a-9 of the Exchange Act by filing a proxy statement that contains materially false and misleading statements, including material that impugns the integrity of Dr. Kovner without factual foundation, and suggests that shareholders will be able to call a special meeting to elect directors, when under the Bylaws shareholders have no right to call such a special meeting. In its complaint, the Company seeks damages and a preliminary and permanent injunction enjoining the individuals from participating as a member of a group that controls five percent or more of the Company's stock. SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING The Proxy Statement previously sent to you stated that proposals of shareholders intended to be presented at the next annual meeting of Shareholders of the Company "(i) must be received by the Company at its offices at 606 Broadway, Santa Monica, California 90401, no later than December 9, 1996 and (ii) must satisfy the conditions established by the Securities and Exchange Commission for shareholder proposals to be included in the Company's Proxy Statement for that meeting." Current SEC regulations require that shareholder proposals must be received 120 calendar days in advance of the date of the proxy statement for the previous year's annual meeting. The Proxy Statement mailed to you for the 1996 Annual Meeting was dated April 29, 1996. Therefore, the date that shareholder proposals must be received to be considered for inclusion in the proxy materials to be distributed in connection with the 1997 annual meeting is December 29, 1996. 3 BYLAWS In April 1990, following the Company's reincorporation in Pennsylvania, the Board adopted revised Bylaws. In July 1990, the Board amended the Bylaws in certain respects. The Company's annual reports filed on Form 10-K for the years 1990 to 1995 and certain other filings with the SEC inadvertently referred to older bylaws of the Company. On June 3, 1996, the Company filed an amendment to its most recent annual report on Form 10-K, which includes as an exhibit the current Bylaws of the Company as in effect since July 1990. MANAGEMENT OF THE COMPANY WILL SUPPLY WITHOUT COST, UPON WRITTEN REQUEST, A COPY OF THE COMPANY'S AMENDMENT TO ITS MOST RECENT ANNUAL REPORT ON FORM 10-K INCLUDING THE BYLAWS FILED AS AN EXHIBIT THERETO. SUCH REQUEST SHOULD BE DIRECTED TO DANIEL S. RADER, CHIEF FINANCIAL OFFICER, PROFESSIONAL BANCORP, INC., 606 BROADWAY, SANTA MONICA, CALIFORNIA 90401. INDEPENDENT PUBLIC ACCOUNTANTS The firm of KPMG Peat Marwick LLP has served as independent public accountants for the Company and the Company's bank subsidiary since 1994 and has been selected by the Board to continue to serve in that capacity for 1996. It is anticipated that a representative of KPMG Peat Marwick LLP will be present at the Meeting, will have an opportunity to make a statement if so desired, and will be available to respond to appropriate questions from shareholders. On June 22, 1994, the Board dismissed Deloitte & Touche and appointed KPMG Peat Marwick as independent auditors to audit the consolidated financial statements of the Company for the year ending December 31, 1994. This action was recommended by the Audit Committee of the Board, and was disclosed by the Company in its report on Form 8-K/A filed with the SEC on July 21, 1994. The reports of Deloitte & Touche on the Company's consolidated financial statements for each of the two fiscal years in the period ended December 31, 1993 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's two fiscal years ended December 31, 1992 and 1993, and the subsequent interim period prior to June 22, 1994, there were no disagreements between the Company and Deloitte & Touche on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to make reference to the matter in their reports. There were no reportable events (as defined in Regulation S-K Item 304(a)(I)(v)) during the two fiscal years ended December 31, 1992 and 1993 and the subsequent interim period prior to June 22, 1994. In connection with the preparation of the Company's March 31, 1994 quarterly financial statements, the Company had oral discussions with KPMG Peat Marwick concerning the accounting for interest rate swap contracts in general and an interest rate swap contract entered into by the Company containing periodic interest rate caps on the amount to be received by the Company, which is described on page 8 of the Company's quarterly report on Form 10-Q for the quarter ended March 31, 1994 dated May 12, 1994. KPMG Peat Marwick provided general information about how swap contracts are accounted for in practice and the relevant accounting literature. KPMG Peat Marwick also indicated that there appeared to be a rational basis for marking to market that portion of a swap that places a cap on the amount received by the Company. Although KPMG was not requested to render a definitive opinion, their input was a factor in assisting the Company to reach a decision. Deloitte & Touche recommended the accounting for the interest rate swap contract referred to above, whereby the interest rate cap feature of the swap is marked to market with changes in its valuation reflected quarterly in the Company's statement of operations. 4 SOLICITATION OF PROXIES In addition to the solicitation of proxies by use of the mails, proxies may also be solicited by the Company and its directors, officers and employees (who will receive no compensation therefor in addition to their regular salaries) by telephone, telegram, facsimile transmission or other electronic communication methods or personal interview. The Company has retained D.F. King & Co., Inc. ("D.F. King") to assist in the solicitation of proxies. Pursuant to the Company's agreement, D.F. King will provide various advisory and proxy solicitation services on behalf of the Company at a fee estimated not to exceed $25,000.00, plus reasonable out-of-pocket expenses. It is expected that D.F. King will utilize approximately 25 persons in such solicitation, which may be made by use of the mails and by telephone, telegram, facsimile transmission and other electronic communication methods, and in-person interviews. In addition, the Company may reimburse banks and brokers who hold shares of the Company's stock in their name or custody or in the name of nominees for others, for their out-of-pocket expenses incurred in forwarding copies of the proxy materials to those persons for whom they hold such shares. Although no precise estimate can be made at this time, the Company estimates that the aggregate amount to be spent by the Company in connection with the solicitation of proxies by the Company (including of litigation) will be approximately $250,000. This amount includes fees payable to D.F. King, legal fees related to the solicitation and printing and mailing costs, but excludes amounts normally expended in the event of an uncontested election of directors and the salaries and fees of regular officers, directors and employees of the Company. To date, the Company has spent approximately $50,000 of such total estimated expenditures. The actual aggregate amount to be spent by the Company will vary depending on, among other things, the nature and extent of any litigation that may arise relating to the proxy contest initiated by the Committee. 5 ANNEX A CERTAIN INFORMATION REGARDING PARTICIPANTS
SHARES OF COMMON STOCK BENEFICIALLY OWNED AS OF JUNE 4, NAME AND BUSINESS ADDRESS (1) 1996 (2)(3) - ---------------------------------------------------------------------- ---------------------- Richard A. Berger..................................................... 24,572 James B. Jacobson..................................................... 12,622 Ronald L. Katz, M.D................................................... 18,715 Anthony R. Kovner, Ph.D. (4).......................................... 1,260 Joel W. Kovner, Dr., P.H., MPH........................................ 423,217 Lynn O. Poulson, J.D. ................................................ 22,211 David G. Rodeffer, MPH................................................ 62,204
- ------------------------ (1) Address for all individuals other than Dr. A. Kovner is c/o Professional Bancorp, Inc., 606 Broadway, Santa Monica, California 90401. (2) Includes 5% stock dividend declared by the Board of the Company on May 14, 1996 for shareholders of record as of May 31, 1996 to be paid on June 23, 1996. (3) Options to purchase common stock that are exercisable within 60 days of JUNE 4, 1996 are treated as outstanding common stock for purposes of beneficial ownership determination. (4) Dr. A. Kovner's business address is 40 West Fourth Street, 600 Tisch Hall, New York, New York 10012. None of the foregoing persons is a record owner of shares in addition to those noted above and none beneficially owns securities of the subsidiary of the Company. None of the associates of the foregoing persons beneficially own additional shares of the Company's common stock. None of the foregoing persons or their associates has any understanding or arrangement with any person with respect to any future employment by the Company or its affiliates or with respect to any future transaction to which the Company or any of its affiliates will or may be a party. In 1982, David G. Rodeffer and Lynn O. Poulson received loans from Security National Bank for the purchase, respectively, of 10,000 shares and 8,000 shares of the Company's common stock. Neither loan has an outstanding balance. Within the last two years, Dr. Joel Kovner, Chairman of the Board and Chief Executive Officer of the Company, has received loans from the Company. The amount of such loans outstanding as of JUNE 4, 1996 is $100,000 at an interest rate of 6.8%. Additionally, on March 4, 1996, in connection with the acquisition of 25,209 shares of the Company's common stock upon the exercise of stock options, Dr. Kovner received a loan in the amount of $149,994 from David G. Rodeffer in return for which Mr. Rodeffer will receive, at his choosing, either 10% of the appreciation of the shares purchased over a one year period from March 4, 1996 or the right to take Dr. Kovner's position for delivery of a certain 1997 automobile. A-1 TRADING INFORMATION The following table sets forth information with respect to all purchases and sales of shares by the Company's nominees during the past two years.
NAME TRADE DATE NUMBER OF SHARES BOUGHT/(SOLD) - ---------------------------------------- ----------- ------------------------------- Richard A. Berger 2/15/96 (4,326)* James B. Jacobson 2/14/96 (2,500) 3/20/96 (125) Joel W. Kovner, Dr., P.H., MPH 12/30/94 1,000 2/15/96 (7,478)* 2/15/96 (9,183) Lynn O. Poulson, J.D. 10/30/95 (2,709)* 2/15/96 (4,775)* David G. Rodeffer, MPH 2/15/96 9,183 2/27/96 2,500 Anthony R. Kovner, Ph.D.
- ------------------------ * Shares sold in connection with the exercise of stock options. ADDITIONAL INFORMATION REGARDING PARTICIPANTS NAME, PRINCIPAL OCCUPATION, BUSINESS ADDRESS Richard A. Berger, President, Richard A. Berger Associates, Inc. (Realtors), 45495 O Sage Court, Indian Wells, CA 92210. James A. Jacobson, President JBJ Management Inc., 10868 Via Verona, Los Angeles, CA 90077. Ronald L. Katz, Professor of anesthesiology, USC Medical Center, 1200 N. State Street, Room 14-901, Los Angeles, CA 90033. Anthony R. Kovner, Ph.D., Professor, Wagner Graduate School of Public Service, New York University, 40 West Fourth Street, 600 Tisch Hall, New York, New York 10012. Joel W. Kovner, Dr., P.H., MPH, Chairman of the Board of Directors, President and Chief Executive Officer, Professional Bancorp, Inc., Chief Executive Officer, First Professional Bank, N.A., 606 Broadway, Santa Monica, California 90401. Lynn O. Poulson, J.D., Partner of Johnson & Poulson (law firm), 10880 Wilshire Blvd., #1800, Los Angeles, CA 90024. David G. Rodeffer, MPH, Executive Vice President and Chief Operating Officer, First Professional Bank, N.A., 606 Broadway, Santa Monica, California 90401. A-2 IMPORTANT Your vote is important, no matter how many shares you own. Please support your Board of Directors by signing, dating and promptly mailing your enclosed WHITE proxy card. Remember, only your latest dated card will count. DO NOT SIGN ANY CARD SENT TO YOU BY THE SO-CALLED COMMITTEE. If your shares are held in street-name, only your broker can vote your shares and only after receiving specific instructions. Please call your broker and ask him/her to execute the WHITE card on your behalf. Then, promptly mail the enclosed WHITE card directly to your broker in the envelope provided. If you have any questions or need assistance, please call us at 310-458-1521. You may also call D.F. King, which is assisting us, toll-free at: D.F. KING & CO., INC. 77 WATER ST. NEW YORK, NY 10005 1-800-697-6975 PROXY PROFESSIONAL BANCORP, INC. ANNUAL MEETING OF SHAREHOLDERS JUNE 19, 1996 The undersigned shareholder of Professional Bancorp, Inc. (the "Company") hereby nominates, constitutes and appoints Joel W. Kovner and Lynn O. Poulson, and each of them, the attorney, agent and proxy of the undersigned, with full powers of substitution, to vote all the stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held at the Main office of First Professional Bank, N.A., 606 Broadway, Santa Monica, CA 90401, on Wednesday, June 19, 1996 at 5:30 p.m. and at any and all adjournments thereof, as fully and with the same force and effect as the undersigned might or could do if personally present as follows: 1. ELECTION OF DIRECTORS. To elect the seven persons named below and in the Proxy Statement dated April 29, 1996, accompanying the Notice of said Meeting, to serve until the 1997 Annual Meeting of Shareholders and until their successors are elected and have qualified: Richard A. Berger, James B. Jacobson, Ronald L. Katz, M.D., Anthony R. Kovner, Ph.D. Joel W. Kovner, Dr., P.H., MPH, Lynn O. Poulson, J.D., David G. Rodeffer, MPH AUTHORITY GIVEN / / AUTHORITY WITHHELD / / IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR SOME BUT NOT ALL OF THE NOMINEES NAMED ABOVE, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN" AND YOU SHOULD ENTER THE NAME(S) OF THE NOMINEE(S) WITH RESPECT TO WHOM YOU WISH TO WITHHOLD AUTHORITY TO VOTE IN THE SPACE PROVIDED BELOW: - -------------------------------------------------------------------------------- 2. APPROVING THE 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN. Approving the Company's 1996 Non-Employee Director Stock Option Plan covering 50,000 shares of the Company's Common Stock. FOR / / AGAINST / / ABSTAIN / / - -------------------------------------------------------------------------------- 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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ignature of Shareholder) (Signature of Shareholder) (Please date this Proxy and sign your name as it appears on the stock certificates. Executors, administrators, trustees, etc., should give their full titles. All joint owners should sign.) I do do not expect to attend the Meeting. THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS, 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-----