UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
First Regional Bancorp
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
33615C10
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(CUSIP Number)
Mark Rubin
1801 Century Park East
Century City, California 90067
(310) 552-1776
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 30, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that it is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1746(2-98)
<PAGE>
CUSIP No.33615C10
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Mark Rubin
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check If Disclosure of Legal Proceedings Is
Required Pursuant to Item 2(d) or 2(e)
Not Applicable
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6. Citizenship or Place of Organization
United States of America
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7. Sole Voting Power
NUMBER OF Don Levin -- 16,000
SHARES Frank Moothart -- 15,000
BENEFICIALLY Mark Rubin -- 12,000
OWNED BY EACH -------------------------------------------------------
REPORTING 8. Shared Voting Power
PERSON WITH
Don Levin -- 0
Frank Moothart -- 0
Mark Rubin -- 460,304
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9. Sole Dispositive Power
Don Levin -- 16,000
Frank Moothart -- 15,000
Mark Rubin -- 12,000
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10. Shared Dispositive Power
Don Levin -- 0
Frank Moothart -- 0
Mark Rubin -- 460,304
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
472,304
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12. Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) [X]
Each of Messrs. Levin, Moothart and Rubin expressly disclaims
beneficial ownership of the shares of Common Stock, no par value,
of First Regional Bancorp owned by each other person. See Item 4.
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<PAGE>
13. Percent of Class Represented by Amount in Row (11)
19.3%
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14. Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
Common Stock, no par value ("Shares"), of First Regional Bancorp, a
California corporation ("Issuer"), with its principal executive offices
located at 1801 Century Park East, Century City, California 90067.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Mark Rubin
(b) 1801 Century Park East, Century City, CA 90067
(c) President and Vice Chairman of Issuer; Vice Chairman of First Regional Bank
(d) Not Applicable
(e) Not Applicable
(f) United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal Funds
ITEM 4. PURPOSE OF TRANSACTION
Over time, Mr. Rubin has acquired various shares of Issuer through
purchases and stock option exercises. He also has transferred certain of
his shares to certain trusts over which he retains beneficial
ownership. In addition, Mr. Rubin is soliciting proxies for use at the
1998 Annual Meeting of Issuer in favor of the election of his slate of
nominees for director. Following the Annual Meeting, and any
postponements and/or adjournments thereof, Mr. Rubin's voting power will
return to what it was prior to the initiation of the proxy solicitation
campaign. Mr. Rubin has no agreements, arrangements or understandings
with any parties regarding the voting of any shares following the Annual
Meeting.
Except as set forth above in this Item 4 and below in Item 6, Mr. Rubin
has no plans or proposals with respect to any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Don Levin -- 16,000 Shares representing approximately .7% of such class of
stock.
Frank Moothart -- 15,000 Shares representing approximately .6% of such
class of stock.
<PAGE>
Mark Rubin -- 472,304 Shares representing approximately 19.3% of such
class of stock.
(b) Mr. Levin has sole power to vote or to direct the vote and to dispose or
to direct the disposition of 16,000 Shares that he beneficially owns, and
has no shared power to vote or to direct the vote and to dispose or to
direct the disposition of any Shares.
Mr. Moothart has sole power to vote or to direct the vote and to dispose
or to direct the disposition of 15,000 Shares that he beneficially owns,
and has no shared power to vote or to direct the vote and to dispose or to
direct the disposition of any Shares.
Mr. Rubin has sole power to vote or to direct the vote and to dispose or
to direct the disposition of 12,000 Shares that he beneficially owns. In
addition, an aggregate of 460,304 Shares are owned by two (2) trusts, for
which both Mr. Rubin and Pamela Rubin, Mr. Rubin's wife, serve as
trustees. Consequently, Mr. Rubin has shared power to vote or to direct
the vote and to dispose or to direct the disposition of 460,304 Shares
with Ms. Rubin.
Ms. Rubin's address is c/o 1801 Century Park East, Suite 820, Century City,
California 90067, and she has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Ms. Rubin, during the last five years, has neither
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction nor been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Ms. Rubin is a citizen of the
United States of America.
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OR THE ISSUER
Mr. Rubin is engaged in the solicitation of proxies to elect a slate of
directors at the Issuer's 1998 Annual Meeting. Consequently, Mr. Rubin
may receive revocable proxies from other shareholders of Issuer which
he intends to vote in favor of the nominees presented in his Definitive
Proxy Statement, filed with the Securities and Exchange Commission on
May 14, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 15, 1998
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Date
/s/ Mark Rubin
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Signature
Mark Rubin
Name/Title
