Mark Rubin
May 18, 1998
Dear Fellow Shareholder:
In a few short days, on Thursday May 21, 1998, the Annual Meeting of
Shareholders of First Regional Bancorp will be held at the Cypress Room,
Century Plaza Hotel and Tower, 2025 Avenue of the Stars at 11:00 a.m. Pacific
Time.
TIME IS SHORT AND YOUR VOTE IS VERY IMPORTANT.
As you know, it is my belief that the current members of the board of directors
have attempted to entrench themselves and are not acting in the best interests
of all shareholders. Their most recent actions have only served to reinforce
my convictions. Despite our repeated requests, the Board of Directors has
refused to provide me with the information necessary to effectively communicate
with you, the owners of the company. I URGE YOU TO VOTE THE ENCLOSED WHITE
PROXY CARD TO ELECT AN INDEPENDENT SLATE OF DIRECTORS THAT WILL SERVE IN THE
BEST INTERESTS OF ALL SHAREHOLDERS AND NOT IN THEIR OWN SELF INTERESTS.
PROTECT YOUR INVESTMENT
VOTE THE WHITE PROXY CARD TODAY!
Don't be fooled by management's latest correspondence. Their stock price chart
begins in 1993 with a price of $1.75 per share. They neglect to point out that
in 1979 the company went public at an effective cost basis of $5.00. The
current Board of Directors would like for you to believe that the market value
of your First Regional shares is attributed to the management team. You will
also notice that the stock price chart ends with year end 1997. Well, what has
happened since then? WHILE OTHER BANK STOCKS ARE SOARING OUR SHARES HAVE BEEN
FLAT AT BEST. WE STARTED THE YEAR AT $10 AND CLOSED AT $9.875 ON MAY 14, 1998.
I would like to suggest that the recent increases in the value of bank stocks
are directly related to the general consolidation in the industry. So what
does the current Board want to do? They attempted to adopt anti-takeover
measures and to entrench themselves. IT IS ONLY BECAUSE I STRENUOUSLY OBJECTED
TO THE ADOPTION OF SUCH MEASURES THAT THE BOARD BACKED DOWN AND WITHDREW THEIR
PROPOSAL. It is my position, and that of my nominees, that the Board has an
obligation to maximize shareholder value, and we will take the steps necessary
to achieve this objective.
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EVERY VOTE COUNTS!
Cumulative voting gives all shareholders the right to nine votes for each share
they own. If you appoint me as proxy, I intend to vote cumulatively to elect
the maximum number of our six nominees possible under cumulative voting.
To assure that your shares are properly represented at the Annual Meeting,
please take a few moments to review the enclosed voting instruction form. I
ENCOURAGE YOU TO FAX YOUR VOTED PROXY TODAY TO (212) 929-0308. If you have any
questions, or require assistance in voting your proxy, please call MacKenzie
Partners, Inc., which is assisting me in this solicitation, toll free at (800)
322-2885. Thank you for your support.
Sincerely,
Mark Rubin
Vice Chairman of the Board
President, First Regional Bancorp.
<PAGE>
PROXY VOTING INSTRUCTIONS
May 21, 1998 Annual Meeting of Shareholders of First Regional Bancorp.
TO PROPERLY VOTE YOUR SHARES:
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Sign the proxy exactly as your name appears on the proxy card. If you
hold a joint account, both owners should sign the proxy card. Be sure
to indicate any official capacity you may have (President, Trustee,
Custodian, Executor, General Partner, etc.), if it appears on the
proxy card.
Date the proxy card.
We suggest you return it in the envelope provided today.
REGISTERED SHAREHOLDERS:
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If you are a shareholder owning First Regional Bancorp Stock registered in your
own name, you may either MAIL your signed and dated proxy card in the enclosed
envelope addressed to MacKenzie Partners, Inc. or FAX your signed and dated
proxy to MacKenzie Partners, Inc. to(212)929-0308. Please make sure to FAX
both sides of the proxy card.
SHAREHOLDERS WITH STOCK HELD BY BANKS AND BROKERS.
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If your shares are held by your bank or broker, they will be registered in the
name of that bank or broker. Only your bank or broker can vote your shares for
you, and they can only vote your shares after they have received specific
instructions from you. Fill out your proxy card completely and return it in the
envelope provided.
For further assistance please contact:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
Tel: (212) 929-5500
Tel: (800) 322-2885
Facsimile: (212) 929-0308
