SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
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Rule 14a-11(c) or Rule 14a-12
FIRST REGIONAL BANCORP
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(Name of Registrant as Specified in Its Charter)
MARK RUBIN
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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<PAGE>
Mark Rubin
May 5, 1998
Dear Fellow First Regional Bancorp Shareholder:
On April 30, 1998, I informed the Board of Directors of my intention to
nominate a new, independent slate of outside directors to oversee the
management of First Regional and to protect the interest of ALL shareholders.
AS A CURRENT DIRECTOR, OFFICER AND HOLDER OF APPROXIMATELY 19% OF THE
OUTSTANDING SHARES OF COMMON STOCK OF FIRST REGIONAL AND AS A CO-FOUNDER OF
YOUR COMPANY, I FEEL COMPELLED TO TAKE THIS ACTION BECAUSE THE BOARD HAS
EXPRESSED AN INTEREST IN ADOPTING CERTAIN CHARTER OR BY-LAW AMENDMENTS WHICH I
BELIEVE WILL ONLY SERVE TO DETER SHAREHOLDER VALUE AND TO ENTRENCH THE CURRENT
BOARD.
My nominees for election to the Board of First Regional consist of Frank
Moothart, a current independent Board member, Jeffrey Cove, Sheldon Kadish, Don
Levin, Alan Levy and myself. Each of these candidates is committed to a plan
designed to maximize the long-term value of the shareholders' investment in
First Regional. I will be writing to you shortly with greater detail
concerning our plan.
You have probably already received the proxy material solicited on behalf of
management in which they seek your support for the current Board. I URGE YOU
NOT TO SIGN MANAGEMENT'S BLUE PROXY CARD. Shortly you will be receiving my
proxy material. In it you will be provided with specific information that
details certain steps the current Board has considered which I believe, and I
think you will agree, are self serving and not in the best interests of ALL
shareholders.
I URGE YOU TO READ MY PROXY MATERIAL
BEFORE YOU CAST YOUR VOTE.
If you have any questions, please feel free to call me or MacKenzie Partners,
who I have retained to assist in my solicitation, at (800) 322-2885.
Sincerely,
/s/ Mark Rubin
Mark Rubin
Vice Chairman of the Board
President, First Regional Bancorp
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PARTICIPANT INFORMATION
Each nominee presented by me for election to the Board of Directors of
First Regional may be deemed to be a participant in the solicitation of proxies
under the rules and regulations of the Securities and Exchange Commission. I
beneficially and of record own an aggregate of 472,304 shares of common stock
of First Regional. Messrs. Moothart and Levin beneficially and of record own
an aggregate of 15,000 and 16,000 shares of common stock of First Regional,
respectively. None of the other nominees beneficially or of record own any
shares of common stock of First Regional.
