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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [_]
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))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First Regional Bank
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(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):
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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May 14, 1998
SUPPLEMENT TO THE PROXY STATEMENT MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF
FIRST REGIONAL BANCORP
MAY 21, 1998
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PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Securities and Exchange
Commission, each of the directors and executive officers of First Regional
Bancorp (the "Company") are deemed to be a "participant" in the Company's
solicitation of proxies. The following sets forth certain additional information
regarding such persons and supplements the information already provided in
respect of directors and executive officers of the Company in the Proxy
Statement dated April 20, 1998 previously sent to shareholders (the"Proxy
Statement").
A. Transactions in the Company's Securities in the Last Two Years.
Listed below are the only purchases and sales of the Company's
securities within the past two years by the Company's directors and executive
officers and certain information concerning such transactions. All of the
following transactions are in shares of the Company's common stock. Those
directors and executive officers who did not purchase or sell the Company's
common stock within the past two years are not listed in this table.
<TABLE>
<CAPTION>
NUMBER OF DATE OF NATURE OF
NAME SECURITIES TRANSACTION(S) TRANSACTION
- ---- ---------- -------------- -----------
<S> <C> <C> <C>
Gary M. Horgan 1,000 3/25/98 Purchase
550 10/30/96 Sale
Alexander S. Lowy 1,000 11/12/97 Sale
10,000 3/25/97 Sale
2,000 11/21/96 Sale
1,000 11/15/96 Sale
2,000 6/24/96 Sale
1,000 4/23/96 Purchase
6,000 4/9/96 Sale
Carolyn Zarro Nicholson 11,000 2/12/98 Sale
Lawrence J. Sherman 5,300 6/1/97 Purchase
</TABLE>
B. Certain Information.
Except as disclosed in the Proxy Statement or elsewhere in this
Supplemental Proxy Statement, to the knowledge of the Company none of the
Company's directors or executive officers: (i) owns of record any securities of
the Company that are not also beneficially owned by them; (ii) has purchased or
sold any securities of the Company within the past two years; (iii) is, or was
within the past year, a party to any contract, arrangements or understandings
with any person with respect to the Company securities, including, but not
limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies; (iv) has any substantial interest,
direct or indirect, by security holdings or otherwise, in any matter to be acted
upon at the Annual Meeting; (v) beneficially owns, directly or indirectly, any
securities of any subsidiary of the Company; (vi) borrowed any funds to purchase
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any of the Company's securities owned by him; or (vii) has any associate who
beneficially owns, directly or indirectly, any of the Company's securities.
Except as disclosed in the Proxy Statement or elsewhere in this Supplemental
Proxy Statement, to the knowledge of the Company none of the Company's directors
or executive officers nor any of their associates has any arrangement or
understanding with any person with respect to future employment by the Company
or its affiliates or with respect to any future transactions to which the
Company or any of its affiliates will or may be a party, nor any material
interest, direct or indirect, in any transaction which has occurred since,
January 1, 1997 or any currently proposed transaction, or series of similar
transactions, to which the Company or any of its affiliates was or is to be a
party and in which the amount involved exceeds $60,000.
C. Occupation and Employment of Directors and Executive Officers.
The following table sets forth the name, principal business and
address of any corporation or other organization in which the employment is
carried on of the directors and executive officers (the principal occupation or
employment of the directors and executive officers is set forth in the Proxy
Statement):
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS
- ---- --------------------------
<S> <C>
H. Anthony Gartshore First Regional Bancorp; 1801 Century Park East, Los Angeles,
California 90067
Gary M. Horgan Horgan, Rosen, Beckham & Coren, L.L.P.; 21700 Oxnard St.
Suite 1400, Los Angeles, California, 91365
Alexander S. Lowy Jamco Holdings Corporation; 1801 Century Park East, Suite 820,
Los Angeles, California 90067
Thomas E. McCullough First Regional Bancorp; 1801 Century Park East, Los Angeles,
California 90067
Frank R. Moothart Consultant; 920-A Calle Negocio, San Clemente, California 92673
Carolyn Zarro Nicholson First Regional Bancorp; 1801 Century Park East, Los Angeles,
California 90067
Mark Rubin First Regional Bancorp; 1801 Century Park East, Los Angeles,
California 90067
Lawrence J. Sherman First Regional Bancorp; 1801 Century Park East, Los Angeles,
California 90067
Jack A. Sweeney First Regional Bancorp; 1801 Century Park East, Los Angeles,
California 90067
</TABLE>
METHOD AND COST OF SOLICITATION
In addition to the solicitation of proxies by use of the mails,
proxies may also be solicited by the Company and its directors and executive
officers (who will receive no compensation therefor in addition to their regular
salaries and fees) by telephone, telegram, facsimile transmission and other
electronic communication
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methods or personal contact. The Company will reimburse banks and brokers who
hold shares of the Company's Common Stock in their name or custody, or in the
name of nominees for others, for their out-of-pocket expenses incurred in
forwarding copies of the proxy materials to those persons for whom they hold
such shares.
The Company has retained D.F. King & Co. ("D.F. King") to assist in
the solicitation of proxies. Pursuant to the Company's agreement with D.F. King,
it will provide various proxy advisory and solicitation services for the Company
at a cost not to exceed $25,000, plus reasonable out-of-pocket expenses and
indemnification against certain liabilities. It is expected that D.F. King will
use up to approximately (25) persons in such solicitation.
Although no precise estimate can be made at this time, the Company
anticipates that the aggregate amount to be spent by it in connection with the
solicitation of proxies will be between $75,000 to $100,000, plus reasonable
out-of-pocket expenses, of which approximately $50,000 has been incurred to
date. This amount includes expenditures for legal, postage, public relations,
advertising, printing and related expenses and the fees payable to D.F. King,
but excludes (i) the salaries and fees of officers, directors and employees of
the Company and (ii) the normal expenses of an uncontested election. The
aggregate amount to be spent will vary depending on, among other things, any
developments that may occur in the proxy contest discussed herein.
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