<PAGE>
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:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First Regional Bancorp 0-10232
- --------------------------------------------------------------------------------
(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):
[X] No fee required
[_] 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:
-------------------------------------------------------------------------
[_] 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:
-------------------------------------------
<PAGE>
[LOGO OF FIRST REGIONAL BANCORP]
1801 CENTURY PARK EAST
CENTURY CITY, CALIFORNIA 90067
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1998
NOTICE IS HEREBY GIVEN TO THE SHAREHOLDERS OF FIRST REGIONAL BANCORP (the
"Company") that, pursuant to the Bylaws of the Company and the call of its
Board of Directors, the Annual Meeting of Shareholders of First Regional
Bancorp will be held in the Cypress Room, Century Plaza Hotel and Tower, 2025
Avenue of the Stars, Century City, California on Thursday, May 21, 1998, at
11:00 a.m., for the purpose of considering and voting upon the following
matters:
1. Election of Directors. Electing the following nine (9) persons to the
Board of Directors all of whom shall serve until the 1999 Annual Meeting of
Shareholders and until their successors are elected and have qualified:
<TABLE>
<S> <C> <C>
H. Anthony Gartshore Thomas E. McCullough Mark Rubin
Gary M. Horgan Frank R. Moothart Lawrence J. Sherman
Alexander S. Lowy Carolyn Zarro Nicholson Jack A. Sweeney
</TABLE>
2. Other Business. Transacting such other business as may properly come
before the Annual Meeting and any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 31, 1998 as
the record date for determination of shareholders entitled to notice of, and
to vote at, the Meeting.
By Order of the Board of Directors
Thomas E. McCullough, Secretary
First Regional Bancorp
Dated: April 20, 1998
<PAGE>
The Bylaws of the Company provide for the nomination of directors in the
following matter:
"Section 2.11. Nomination of Directors. Nominations for election of members
of the board of directors may be made by the board of directors or by any
shareholder of any outstanding class of capital stock of the corporation
entitled to vote for the election of directors. Notice of intention to make
any nominations (other than for persons named in the notice of the meeting at
which such nominations are to be made) shall be made in writing and shall be
delivered or mailed to the president of the corporation by the later of the
close of business twenty-one (21) days prior to any meeting of shareholders
called for the election of directors or ten (10) days after the date of
mailing of notice of the meeting to shareholders. Such notification shall
contain the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the number of shares of
capital stock of the corporation owned by each proposed nominee; (d) the name
and residence address of the notifying shareholder; (e) the number of shares
of capital stock of the corporation owned by the notifying shareholder; (f)
with the written consent of the proposed nominee, a copy of which shall be
furnished with the notification, whether the proposed nominee has ever been
convicted of or pleaded nolo contendere to any criminal offense involving
dishonesty or breach of trust, filed a petition in bankruptcy, or been
adjudged bankrupt. The notice shall be signed by the nominating shareholder
and by the nominee. Nominations not made in accordance herewith shall be
disregarded by the chairman of the meeting and, upon his instructions, the
inspectors of election shall disregard all votes cast for each such nominee.
The restrictions set forth in this paragraph shall not apply to the nomination
of a person to replace a proposed nominee who had died or otherwise become
incapacitated to serve as a director between the last day for giving notice
hereunder and the date of election of directors if the procedure called for in
this paragraph was followed with respect to the nomination of the proposed
nominee"
YOU ARE URGED TO VOTE IN FAVOR OF THE PROPOSALS OF THE COMPANY'S BOARD OF
DIRECTORS BY SIGNING AND RETURNING THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY
MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF THE
COMPANY IN WRITING OF REVOCATION OF YOUR PROXY, OR BY FILING A DULY EXECUTED
PROXY BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
<PAGE>
[LOGO OF FIRST REGIONAL BANCORP]
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 1998
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the Annual Meeting of Shareholders (the "Meeting") of First
Regional Bancorp (the "Company") to be held in the Cypress Room, Century Plaza
Hotel and Tower, 2025 Avenue of the Stars, Century City, California, on
Thursday, May 21, 1998, at 11:00 a.m. and at any and all adjournments thereof.
It is anticipated that this Proxy Statement will be mailed to shareholders
eligible to receive notice of and vote at the Meeting on or about April 20,
1998.
The matters to be considered and voted upon at the Meeting will be:
1. Election of Directors. Electing the following nine (9) persons to the
Board of Directors all of whom shall serve until the 1999 Annual Meeting of
Shareholders and until their successors are elected and have qualified:
<TABLE>
<S> <C> <C>
H. Anthony Gartshore Thomas E. McCullough Mark Rubin
Gary M. Horgan Frank R. Moothart Lawrence J. Sherman
Alexander S. Lowy Carolyn Zarro Nicholson Jack A. Sweeney
</TABLE>
2. Other Business. Transacting such other business as may properly come
before the Meeting and any adjournment or adjournments thereof.
REVOCABILITY OF PROXIES
A form of Proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such a Proxy has the right to and may
revoke it at any time before it is exercised by filing with the Secretary of
the Company an instrument revoking it or a duly executed Proxy bearing a later
date. In addition, the powers of the Proxy Holders will be revoked if the
person executing the Proxy is present at the Meeting and elects to vote in
person by advising the Chairman of the Meeting of his/her election to vote in
person, and by voting in person at the Meeting. Subject to such revocation,
all shares represented by a properly executed Proxy received in time for the
Meeting will be voted by the Proxy Holders in accordance with the instructions
on the Proxy. IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A MATTER TO BE
ACTED UPON, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED IN
FAVOR OF THE PROPOSALS LISTED IN THE PROXY. IF ANY OTHER BUSINESS IS PROPERLY
PRESENTED AT THE MEETING, THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE COMPANY'S BOARD OF DIRECTORS.
<PAGE>
PERSONS MAKING THE SOLICITATION
This solicitation of Proxies is being made by the Board of Directors of the
Company. The expense of preparing, assembling, printing and mailing this Proxy
Statement and the materials used in the solicitation of Proxies for the
Meeting will be borne by the Company. It is contemplated that Proxies will be
solicited principally through the use of the mail, but officers, directors and
employees of the Company and its subsidiary, First Regional Bank (the "Bank"),
may solicit Proxies personally or by telephone, without receiving special
compensation therefor. Although there is no formal agreement to do so, the
Company may reimburse banks, brokerage houses and other custodians, nominees
and fiduciaries for their reasonable expenses in forwarding these Proxy
Materials to shareholders whose stock in the Company is held of record by such
entities. In addition, the Company may use the services of individuals or
companies it does not regularly employ in connection with this solicitation of
Proxies, if Management determines it advisable.
VOTING SECURITIES
There were issued and outstanding 2,451,631 shares of the Company's Common
Stock on March 31, 1998, which has been fixed as the record date for the
purpose of determining the shareholders entitled to notice of and to vote at
the Meeting. Each holder of Common Stock, of which there were not less than
826 as of the record date, 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 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 Meeting gives notice at the Meeting and prior to the voting of
his or her intention to so vote. 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 on the same
principle among nominees as the shareholder sees fit. If cumulative voting is
declared at the Meeting, votes represented by Proxies delivered pursuant to
this Proxy Statement may be cumulated in the discretion of the Proxy Holders,
in accordance with the recommendations of the Board of Directors.
Directors are elected by plurality vote. Abstentions and broker non-votes do
not have the effect of a vote in opposition to the election of a director.
Abstentions are counted toward a quorum which requires a bare majority of
outstanding shares.
2
<PAGE>
SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management of the Company does not know of any persons other than Jack A.
Sweeney, the Company's Chairman of the Board and Chief Executive Officer;
Steven Sweeney as Trustee(1); Mark Rubin, the Company's President and Vice
Chairman of the Board; and Six Point Trust, who are the beneficial owners of
more than 5% of the Company's outstanding Common Stock as of March 31, 1998.
Mr. Rubin's and Mr. Sweeney's business address is 1801 Century Park East, 8th
Floor, Century City, California, 90067. Steven Sweeney's business address is
c/o Regional Financial Corporation, 1801 Century Park East, Suite 820, Century
City, California 90067. Six Point Trust's business address is 19456 Ventura
Boulevard, Tarzana, California 91356. The following table sets forth certain
information, as of March 31, 1998, concerning the beneficial ownership of the
Company's outstanding Common Stock by each of the directors and nominees for
director of the Company and by all directors and officers(2) of the Company as
a group.
<TABLE>
<CAPTION>
COMMON STOCK PERCENT
BENEFICIALLY OF
NAME AND TITLE OTHER THAN DIRECTOR OWNED(3)(4) CLASS(4)
---------------------------------- ------------ --------
<S> <C> <C>
H. Anthony Gartshore................................ 13,000(5) .53%
Gary M. Horgan...................................... 1,000(6) .04%
Alexander S. Lowy................................... 39,000(7) 1.58%
Thomas E. McCullough................................ 15,000(8) .61%
Chief Financial Officer and Secretary
Frank R. Moothart................................... 15,000(9) .61%
Carolyn Zarro Nicholson............................. -0- -0-
Mark Rubin.......................................... 472,304(10) 19.26%
Vice Chairman of the Board and President
Lawrence J. Sherman................................. 61,300(11) 2.49%
Jack A. Sweeney..................................... 472,304(12) 19.26%
Chairman of the Board and Chief Executive Officer
All Directors and Officers as a Group (9 in Num-
ber)............................................... 1,088,908(13) 43.36%
</TABLE>
- --------
(1) Steven Sweeney has voting powers over 156,000 shares but disclaims
beneficial interest in all but 52,000 shares.
(2) The term "officer" means the Chairman of the Board and Chief Executive
Officer; and the President and Vice Chairman of the Board; and the Chief
Financial Officer and the Secretary.
(3) This figure includes shares beneficially owned, directly or indirectly,
together with associates or by or on behalf of minor children or children
living at the residence of the director or officer. Unless otherwise
indicated, the persons named herein have sole voting power over shares
reported.
(4) Shares subject to options held by directors and officers that were
exercisable within 60 days after the Record Date ("vested"), 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) This figure, as well as percent of class, includes, as if currently
outstanding, 13,000 shares vested or which will vest within sixty (60)
days of the Record Date to Mr. Gartshore, but which have not been
exercised pursuant to the Company's Stock Option Plan.
(6) Mr. Horgan disclaims beneficial interest in 70 shares held by him which
are not included in this figure.
(7) This figure, as well as percent of class, includes, as if currently
outstanding, 15,000 shares vested or which will vest within sixty (60)
days of the Record Date to Mr. Lowy, but which have not been exercised
pursuant to the Company's Stock Option Plan.
(8) This figure, as well as percent of class, includes, as if currently
outstanding, 15,000 shares vested or which will vest within sixty (60)
days of the Record Date to Mr. McCullough, but which have not been
exercised pursuant to the Company's Stock Option Plan.
3
<PAGE>
(9) This figure, as well as percent of class, includes, as if currently
outstanding, 15,000 shares vested or which will vest within sixty (60)
days of the Record Date to Mr. Moothart, but which have not been
exercised pursuant to the Company's Stock Option Plan.
(10) This figure, as well as percent of class, includes 36,000 shares held by
the Rubin Family Trust.
(11) This figure, as well as percent of class, includes, as if currently
outstanding, 15,000 shares vested or which will vest within sixty (60)
days of the Record Date to Mr. Sherman, but which have not been exercised
pursuant to the Company's Stock Option Plan.
(12) This figure, as well as percent of class, includes 48,700 shares held by
the Sweeney Foundation.
(13) This figure, as well as percent of class, includes, as if currently
outstanding, 60,000 shares vested or which will vest within sixty (60)
days of the Record Date to all officers and directors as a group, but
which have not been exercised pursuant to the Company's Stock Option
Plan.
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws currently provide for a range of five (5) to nine (9)
directors, and permit the exact number of directors of the Company to be fixed
by Board or shareholder action. The Board of Directors has fixed the number of
directors at nine (9). The nine (9) persons named below, all of whom are
currently members of the Company's Board of Directors, will be nominated for
election as directors to serve until the 1999 Annual Meeting of Shareholders
and until their successors are elected and have qualified. Votes will be cast
in such a way as to effect the election of all nine (9) nominees, or as many
thereof as possible under the rules of cumulative voting (see "Voting
Securities" herein). In the event that less than all nine nominees can be
elected under cumulative voting, votes represented by proxies solicited by the
Board of Directors will be cast as determined by majority vote of the Board of
Directors and the proxy holders shall be obligated to follow the instructions
of the Board pertaining thereto. In the event that any of the nominees should
be unable to serve as a director, it is intended that the Proxy will be voted
for the election of such substitute nominees, if any, as shall be designated
by the Board of Directors. The Board of Directors has no reason to believe
that any of the nominees will be unavailable to serve if elected. Additional
nominations can only be made by complying with the notice provision set forth
in the Bylaws of the Company, an extract of which is included in the Notice of
Annual Meeting of Shareholders accompanying this Proxy Statement. This Bylaw
provision is designed to give the Board of Directors advance notice of
competing nominations, if any, and the qualifications of competing nominees,
and may have the effect of precluding third-party nominations if the notice
provisions are not followed.
None of the directors or officers of the Company were selected pursuant to
any arrangement or understanding, other than with the directors and officers
of the Company and the Bank, acting within their capacities as such. There are
no family relationships between the directors and officers of the Company, and
none of the directors or officers of the Company serve as directors of any
company which has a class of securities registered under, or which is subject
to the periodic reporting requirements of, the Securities Exchange Act of 1934
or any investment company registered under the Investment Company Act of 1940.
4
<PAGE>
The following table sets forth the names and certain information as of March
31, 1998, concerning the persons to be nominated by the Board of Directors for
election as directors of the Company and the officers of the Company:
<TABLE>
<CAPTION>
YEAR
YEAR FIRST
FIRST APPOINTED
APPOINTED OR
OR ELECTED
ELECTED DIRECTOR
DIRECTOR OF FIRST
NAME AND TITLE (OTHER BUSINESS EXPERIENCE OF THE REGIONAL
THAN DIRECTOR) AGE DURING THE PAST FIVE YEARS COMPANY BANK
--------------------- --- --------------------------------------------------- --------- ---------
<S> <C> <C> <C> <C>
H. Anthony Gartshore.... 54 President, First Regional Bank 1996 1996
Gary M. Horgan.......... 50 Attorney, Horgan, Rosen, Beckham & Coren, L.L.P. 1997 1997
Alexander S. Lowy....... 59 President, Jamco Holdings Corporation 1988 1988
(real estate development)
Thomas E. McCullough.... 45 Chief Financial Officer and Secretary, 1993 1993
Chief Financial Officer First Regional Bancorp; Executive Vice President
and Secretary and Chief Operating Officer, First Regional Bank
Frank R. Moothart....... 79 Consultant 1981 1979
Carolyn Zarro Nicholson. 46 Executive Vice President, First Regional Bank 1996 1996
Mark Rubin.............. 61 President and Vice Chairman of the Board of 1981 1979
Vice Chairman of the First Regional Bancorp; Vice Chairman of the Board,
Board and President First Regional Bank
Lawrence J. Sherman..... 74 President, Sherman Industries, Inc. 1981 1979
(investments)
Jack A. Sweeney......... 68 Chairman of the Board and Chief Executive Officer, 1981 1979
Chairman of the Board First Regional Bancorp; Chairman of the Board and
and Chief Executive Chief Executive Officer, First Regional Bank
Officer
</TABLE>
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During 1997, the Board of Directors of the Company held twelve (12) regular
meetings and the Board of Directors of the Bank held twelve (12) regular
meetings.
The Boards of Directors of the Company and of the Bank have a joint Audit
Committee composed of Messrs. Lowy, Moothart and Sherman. This committee is
responsible for overseeing internal audit functions and for interfacing with
the Company's and the Bank's independent certified public accountants,
Deloitte & Touche LLP. The Audit Committee met twelve (12) times during 1997.
The Company and the Bank have a joint Compensation Committee, which consists
of Messrs. Lowy, Moothart and Sherman. The Compensation Committee reviews
Management's recommendations regarding the granting of stock options,
authorizes specific grants and establishes the terms and conditions upon which
stock options can be exercised and advises the Board regarding executive
compensation and personnel policies.
The Company's Board of Directors does not have a standing nominating
committee.
During 1997, no director of the Company attended less than 75% of the
aggregate meetings of the Company's Board of Directors and its Committees on
which such director served.
COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT
Directors who are also officers of the Bank or the Company do not receive
fees for service on the Board or the Committees. During 1997, each outside
director received $400 for each regular meeting of the Board of Directors of
the Bank attended; $100 for each meeting of the Company's Board attended; and
$300 for each meeting of the Loan Committee attended. On this basis, the
directors received the following aggregate fees during 1997: Gary M. Horgan,
$-0-; Alexander S. Lowy, $18,000; Frank R. Moothart, $12,300; and Lawrence J.
Sherman, $18,900.
5
<PAGE>
The following table sets forth a summary of annual and long term
compensation for the Chief Executive Officer of the Company and all executive
officers with compensation, paid or accrued, in excess of $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(14) AWARDS PAYOUTS
---------------------------------- -------------------- --------------------
OTHER RESTRICTED OPTION ALL OTHER
NAME AND PRINCIPAL ANNUAL STOCK SHARES LTIP COMPENSATION
POSITION YEAR SALARY BONUS COMPENSATION AWARDS SAR'S(15) PAYOUTS (16)
------------------ ---- -------- ------- ------------ ---------- --------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jack A. Sweeney 1997 $175,000 $15,000 N/A None None N/A N/A
Chairman of the Board
and 1996 $192,100 $15,000 N/A None None N/A N/A
Chief Executive of the 1995 $140,000 $15,000 N/A None None N/A N/A
Company and the Bank
Mark Rubin 1997 $175,000 $15,000 N/A None None N/A N/A
Vice Chairman of the
Board 1996 $177,650 $15,000 N/A None None N/A N/A
of the Company and the 1995 $140,000 $15,000 N/A None None N/A N/A
Bank, President of the
Company
Thomas E. McCullough 1997 $128,000 $10,000 N/A None None N/A N/A
Chief Financial Officer
and 1996 $122,610 $10,000 N/A None None N/A N/A
Secretary of the
Company, 1995 $ 95,000 $10,000 N/A None None N/A N/A
Executive Vice
President and
Chief Operating Officer
of the Bank
</TABLE>
- --------
(14) Does not include director fees but does include monies deferred pursuant
to the Bank's 401(k) Plan and Income Deferral Plans.
(15) Option shares only; the Company has not issued any Stock Appreciation
Rights ("SARs").
(16) The Bank furnishes and plans to continue to furnish to certain officers
the use of Bank-owned automobiles which are used primarily for Bank
business purposes. In past years, the Bank provided certain of its
officers with memberships in various clubs, which were used primarily for
bank business. The Bank has provided and plans to continue to provide
certain of its officers with specified life and medical insurance
benefits. Since portions of the automobile expenses, club membership fees
and insurance premiums attributable to personal use are not believed to
exceed $25,000 or ten percent (10%) of the compensation reported in the
table per individual, such amounts have not been included in the
foregoing figures. The "cash compensation" figures include monies
deferred pursuant to the Bank 401(k) Plan and the Bank's Income Deferral
Plans.
STOCK OPTIONS
The following table sets forth certain information regarding stock options
granted during 1997 to the Chief Executive Officer and all executive officers
with compensation in excess of $100,000. The Company has not issued Stock
Appreciation Rights ("SARs").
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL
OPTIONS OPTIONS
GRANTED GRANTED TO
DURING EMPLOYEES EXERCISE EXPIRATION
NAME 1997 DURING 1997 PRICE DATE
---- ------- ----------- -------- ----------
<S> <C> <C> <C> <C>
Jack A. Sweeney...................... -0- -0- N/A N/A
Mark Rubin........................... -0- -0- N/A N/A
Thomas E. McCullough................. -0- -0- N/A N/A
</TABLE>
6
<PAGE>
The following table sets forth certain information regarding stock options
exercised during 1997 by the Chief Executive Officer and all executive
officers with compensation in excess of $100,000.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED OPTIONS
OPTIONS AT 12/31/97
SHARES ------------- -------------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZATION UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- ------------- -------------------
<S> <C> <C> <C> <C>
Jack A. Sweeney......... 30,000 $123,750(17) -0-/45,000 N/A/$360,000(19)
Mark Rubin.............. 30,000 $123,750(18) -0-/45,000 N/A/$360,000(19)
Thomas E. McCullough.... -0- -0- 10,000/15,000 $80,000/$120,000(19)
</TABLE>
- --------
(17) Based on a fair market price of $6.125 per share at time of exercise.
(18) Based on a fair market price of $6.125 per share at time of exercise.
(19) Based on a closing price on December 31, 1997 of $10.00 per share.
CERTAIN TRANSACTIONS
Some of the directors, officers and principal shareholders of the Company
and companies with which they are associated are customers of, and have had
banking transactions with, the Bank in the ordinary course of the Bank's
business and the Bank expects to have banking transactions with such persons
in the future. In Management's opinion, all loans and commitments to lend
included in such transactions were made in compliance with applicable laws on
substantially the same terms, including interest rates, collateral and
repayment schedule, as those prevailing for comparable transactions with other
persons of similar creditworthiness and did not involve more than a normal
risk of collectibility nor contained terms unfavorable to the Bank.
Starting on February 8, 1988, Jamco Holdings Corporation entered into a
sublease with the Bank covering certain unused portions of the Bank's lease
for Suite 800, 1801 Century Park East, Los Angeles, California. During 1997,
Jamco paid the Bank $1,640 per month for its share of Suite 800, equal to the
fair market value of the sublet space as determined by an independent
appraisal. Messrs. Sweeney, Rubin and Lowy are each principal shareholders in
Jamco.
INDEPENDENT ACCOUNTANTS
The firm of Deloitte & Touche LLP served as independent public accountants
for the Company and the Bank for 1997 and will continue in those capacities in
1998.
It is anticipated that a representative of Deloitte & Touche LLP will be
present at the Meeting to respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Company's 1999 Annual meeting of
Shareholders is December 31, 1998.
SECTION 16 (a) COMPLIANCE
Pursuant to Section 16 (a) of the Securities Exchange Act of 1934 and
Securities and Exchange Commission ("SEC") regulations, the Company's
directors, certain officers, and greater than 10 percent shareholders are
required to file reports of ownership and changes in ownership with the SEC
and to furnish the Company with copies of all such reports they file.
7
<PAGE>
Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that all
filing requirements applicable to its directors, officers and 10 percent
shareholders were satisfied.
OTHER MATTERS
The Company's Board of Directors does not know of any matters to be
presented at the Meeting other than those set forth above. However, if other
matters come before the Meeting, it is the intention of the persons named in
the accompanying Proxy to vote said Proxy in accordance with the
recommendations of the Company's Board of Directors on such matters, and
discretionary authority to do so is included in the Proxy.
MANAGEMENT OF THE BANCORP WILL SUPPLY WITHOUT COST, UPON WRITTEN REQUEST, A
COPY OF THE BANCORP'S MOST RECENT ANNUAL REPORT ON FORM 10-K INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES BUT WITHOUT EXHIBITS. SAID REQUEST SHOULD
BE DIRECTED TO JACK A. SWEENEY, CHAIRMAN, FIRST REGIONAL BANCORP, 1801 CENTURY
PARK EAST, 8TH FLOOR, CENTURY CITY, CALIFORNIA 90067.
First Regional Bancorp
Thomas E. McCullough, Secretary
First Regional Bancorp
Dated: April 20, 1998
8
<PAGE>
PROXY
FIRST REGIONAL BANCORP
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1998
The undersigned shareholder of First Regional Bancorp (the "Company") hereby
nominates, constitutes and appoints Jack A. Sweeney and Mark Rubin, and each of
them, the attorney, agent, and proxy of the undersigned, with full powers of
substitution, to vote all stock of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company to be
held on Thursday, May 21, 1998, at 11:00 a.m. in the Cypress Room, Century
Plaza Hotel and Tower, 2025 Avenue of the Stars, Century City, California, 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 there at, as
follows:
1. ELECTION OF DIRECTORS. Electing the following nine persons named below and
in the Proxy Statement dated April 20, 1998, accompanying the Notice of said
Meeting, to serve and until their successors are elected and have qualified:
<TABLE>
<S> <C> <C>
H. Anthony Gartshore Thomas E. McCullough Mark Rubin
Gary M. Horgan Frank R. Moothart Lawrence J. Sherman
Alexander S. Lowy Carolyn Zarro Nicholson Jack A. Sweeney
</TABLE>
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 "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:
- --------------------------------------------------------------------------------
PLEASE SIGN AND DATE THE OTHER SIDE
2. OTHER BUSINESS. To transact such other business as may properly come
before the Meeting and any adjournment or adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON PROPOSAL 1.
THE PROXY CONFERS AUTHORITY AND SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATION OF THE BOARD OF DIRECTORS, UNLESS A CONTRARY INSTRUCTION IS
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTION. IN ALL OTHER MATTERS, IF ANY, PRESENTED AT THE MEETING, THIS PROXY
SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS.
(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.
Dated: ______________________, 1998
-----------------------------------
(Number of Shares)
-----------------------------------
(Please Print Your Name)
-----------------------------------
(Signature of Shareholder)
-----------------------------------
(Please Print Your Name)
-----------------------------------
(Signature of Shareholder)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, AND MAY BE REVOKED
BY THE SHAREHOLDER DELIVERING IT 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 AND VOTING IN PERSON AT THE
MEETING.
