Professional Bancorp Inc Watch

from 8-K/A 1 page <page> Exhibit No. 1 October 12, 1999 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We Were Previously Principal Accountants for Professional Bancorp, Inc. And, Under the Date of April 19, 1999, We Reported on the Consolidated Financial Statements of Professional Bancorp, Inc. and Subsidiary as of and for the Years Ended December 31, 1998 and 1997. on October 1, 1999, We Resigned. We Have Read Professional Bancorp, Inc.'s Statements Included Under Item 4 of Its Form 8-K Dated October 8, 1999, and We Agree With Such Statements, Except That We Are Not in a Position to Agree or Disagree With Professional Bancorp, Inc.'s Statements That the Resignation Was Accepted by the Audit Committee of the Board of Directors, and That the Audit Committee and Board of Directors Are in the Process of Interviewing Successor Accountants. Very Truly Yours, Kpmg Llp

from 8-K 1 page <page> Exhibit No. 1 October 7, 1999 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We Were Previously Principal Accountants for Professional Bancorp, Inc. And, Under the Date of April 19, 1999, We Reported on the Consolidated Financial Statements of Professional Bancorp, Inc. and Subsidiary as of and for the Years Ended December 31, 1998 and 1997. on October 1, 1999, We Resigned. We Have Read Professional Bancorp, Inc.'s Statements Included Under Item 4 of Its Form 8-K Dated October 8, 1999, and We Agree With Such Statements, Except That We Are Not in a Position to Agree or Disagree With Professional Bancorp, Inc.'s Statements That the Resignation Was Accepted by the Audit Committee of the Board of Directors and That the Audit Committee and Board of Directors Are in the Process of Interviewing Successor Accountants. Very Truly Yours, Kpmg Llp

from 8-K 1 page <page> Exhibit 1 Press Release Dated: Tuesday, September 7, 1999 Company Press Release Professional Bancorp Announces Termination of Negotiations With Firstfed Financial Corp. and Continued Exploration of Strategic Partnerships Santa Monica, Calif., Sept. 7, 1999 -- Professional Bancorp, Inc. (Company) (AMEX: Mdb - News) Announced Today That It Had Agreed With Firstfed Financial Corp. (NYSE: Fed - News) to Discontinue Negotiations Toward a Definitive Agreement Leading to the Possible Acquisition of Professional Bancorp by Firstfed. the Board of Directors of Professional Bancorp, Inc. Has Concluded That Continued Negotiations Were Unlikely to Result in the Execution of an Agreement at the $23.50 Per Share Level Disclosed in Its Press Release Dated June 28, 1999. as a Result, the Company's Board of Directors and Firstfed Have Mutually Agreed to Terminate the Letter of Intent Announced on June 28, 1999. Concurrently, the Company's Board of Directors Reaffirmed Its Commitment to Discussions With Suitable Strategic Partners While Continuing Its Internal Programs Designed to Increase Earnings, Enhance the Company's Franchise and Expand the Scope of Its Products. the Goal of These Initiatives Continues to Be the Near Term Enhancement of Earnings and Shareholder Value

from SC 13D/A ~20 pages Underwriting agreement