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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
First Regional Bancorp**
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
33615C
(CUSIP Number)
Christopher E. Edgecomb, Trustee
of the
Christopher E. Edgecomb Living Trust
dated August 25, 1998
223 East De La Guerra Street
Santa Barbara, CA 93101
(805) 963-1619
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 24, 1998
(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 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(b) 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.
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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).
**Formerly Great American Bancorp.
CUSIP No. 33615C
1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person:
Christopher E. Edgecomb, Trustee of the Christopher E. Edgecomb Living
Trust Dated April 25, 1998
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions):
PF
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ].
6) Citizenship or Place of Organization:
United States of America
Number of Shares 7) Sole Voting Power: 200,000
Beneficially Owned 8) Shared Voting Power: 0
By Each Reporting 9) Sole Dispositive Power: 200,000
Person With 10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
200,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
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13) Percent of Class Represented by Amount in Row (11):
6.729%
14) Type of Reporting Person (See Instructions):
IN
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SCHEDULE 13D
CHRISTOPHER E. EDGECOMB , TRUSTEE OF
THE CHRISTOPHER E. EDGECOMB LIVING TRUST
DATED APRIL 25, 1998
1. Security and Issuer.
This statement relates to the Common Stock, no par value (the "Common
Stock") of First Regional Bancorp. First Regional Bancorp was formerly
named Great American Bancorp. The principal executive offices of First
Regional Bancorp are located at 1801 Century Park East, Suite 800, Los
Angeles, California 90067.
2. Identity and Background.
a. Name: Christopher E. Edgecomb, Trustee of the
Christopher E. Edgecomb Living Trust dated
April 25, 1998
b. Business Address 223 East De La Guerra Street
Santa Barbara, California 93101
c. Principal Occupation
and Address: Chief Executive Officer
Star Telecommunications, Inc.
223 East De La Guerra Street
Santa Barbara, California 93101
d. Criminal Proceedings: None
e. Civil Proceedings: None
f. Citizenship: United States of America
3. Source and Amount of Funds or Other Consideration.
In August 1998, Mr. Edgecomb, Trustee of the Christopher E. Edgecomb Living
Trust, acquired 200,000 shares of the Common Stock of First Regional
Bancorp, a California corporation ("FRB") for the sum of $1,800,000.
These shares were purchased with Mr. Edgecomb's personal funds.
4. Purpose of Transaction.
The securities of the Issuer purchased by Mr. Edgecomb have been acquired
for investment purposes only.
a. None.
b. None.
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c. None.
d. None.
e. None.
f. None.
g. None.
h. None.
i. None.
j. None.
5. Interest in Securities of the Issuer.
a. The Christopher E. Edgecomb Living Trust owns 200,000 shares of the
Common Stock (6.729% of all of the outstanding shares of the Common
Stock).
b. Mr. Edgecomb has the sole power to vote and the sole power to direct
the disposition of the shares of the Common Stock referred to in Item
5a.
c. None.
d. None.
e. Not Applicable.
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Mr. Edgecomb, on behalf of the Christopher E. Edgecomb Living Trust,
acquired the 200,000 shares of Issuer's common stock under a private placement
of Issuer's securities. The private placement was made pursuant to a
Subscription Agreement that contained terms designed to perfect exemptions from
securities registration rules. The Subscription Agreement also contained
standard provisions restricting on the transfer of shares acquired in the
private placement. The Subscription Agreement is attached hereto as Exhibit
"A".
7. Material to be Filed as Exhibits.
a. A copy of the Subscription Agreement discussed in Item 6 is attached
as Exhibit A.
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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.
Dated: October 26, 1998 /s/ CHRISTOPHER E. EDGECOMB
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Christopher E. Edgecomb, Trustee of the
Christopher E. Edgecomb Living Trust
ATTENTION: Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 U.S.C. 1001).
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SUBSCRIPTION AGREEMENT
First Regional Bancorp, a California corporation
1801 Century Park East, Suite 800
Los Angeles, California 90067
Gentlemen:
1. SUBSCRIPTION. The undersigned (the "Subscriber"), desiring to become
a SHAREHOLDER of First Regional Bancorp, a California corporation (the
"Company"), hereby tenders this Subscription Agreement and applies to purchase
that number of shares of no par value Common Stock of the Company (the "Shares")
as shown on page 5 hereof at a purchase price of $9.00 per share.
2. REPRESENTATION AND WARRANTIES. By executing this Subscription
Agreement, Subscriber hereby acknowledges, understands, warrants, represents and
agrees with the Company as follows:
a. The Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings set
forth in this Subscription Agreement in order to determine the suitability of
Subscriber to make an investment in the Shares.
b. The Shares have not been registered with or approved or
disapproved by the Securities and Exchange Commission under the Securities Act
of 1933, as amended, (the "Securities Act") and have not been registered or
qualified under the securities laws of the State of California, or any other
state. The offer and sale of Shares hereunder are made in reliance upon the
exemptions from such registration and qualification contained in Section 4(2) of
the Securities Act and Regulation D promulgated thereunder, and in reliance upon
the claim of exemption provided by Section 25102.1(d) of the California
Corporate Securities Law of 1968, as amended ("CSL"), and consequently, the
Shares may not be sold, transferred, assigned or otherwise disposed of without
an effective registration or qualification under such federal and applicable
state securities laws or pursuant to exemptions therefrom,
c. The following legend will be placed on any certificate(s) or
other document(s) evidencing the Shares:
"THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), IN RELIANCE UPON THE EXEMPTION FROM
REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND
REGULATION D PROMULGATED UNDER THE ACT, AND THIS SECURITY
HAS NOT BEEN QUALIFIED
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UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS
AMENDED (THE "CSL"), IN RELIANCE ON THE EXEMPTION FROM
QUALIFICATION PROVIDED BY SECTION 25102.1(d) THEREOF AND
THE RULES PROMULGATED THEREUNDER THIS SECURITY HAS BEEN
ACQUIRED FOR HOLDER'S OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTE IT TO THE PUBLIC. IT IS UNLAWFUL TO CONSUMMATE
A SALE OR TRANSFER OF THIS SECURITY UNLESS SUBSEQUENTLY
REGISTERED UNDER THE ACT AND QUALIFIED UNDER THE CSL AND
ANY OTHER APPLICABLE STATES' SECURITIES LAWS OR EXEMPTIONS
FROM SUCH REGISTRATION OR QUALIFICATION ARE AVAILABLE.
FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION
MAY TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL
OF THE COMPANY BEING AFFIXED TO THIS CERTIFICATE WHICH
APPROVAL SHALL BE BASED UPON COMPLIANCE WITH THE FEDERAL
AND ALL APPLICABLE STATES' SECURITIES LAWS REGARDING THE
AVAILABILITY OF EXEMPTIONS FROM REGISTRATION OR QUALIFICATION."
d. The Company has no obligation or intention to register any Shares
for resale or transfer under the Securities Act or any state securities laws or
to take an action (including the filing of reports or the publication of
information required by Rule 144 under the Securities Act) which would make
available any exemption from registration requirements of any such laws.
e. Subscriber has received and reviewed all requested materials
and information concerning the Company prior to the execution of this
Subscription Agreement including without limitation the Private Placement
Memorandum dated July 29, 1998 which includes (i) the Annual Report to
Shareholders for the year ended December 31, 1997; (ii) the Annual Report for
the Company on Form 10-K for the year ended December 31, 1997 and the
Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 1998
and June 30, 1998; (iii) all Exhibits to each of the foregoing that
Subscriber has requested; and (iv) a copy of the Company's definitive Proxy
Statement for the 1998 Annual Meeting of Shareholders and the Supplement
thereto and is familiar with and understands each of the foregoing.
Subscriber has had an opportunity to ask questions of and receive answers
from the Company, or a person or persons acting on its behalf, concerning the
terms and conditions of this investment and to obtain any additional
information, necessary in making the decision to purchase the Shares. Except
as set forth herein, no representations or warranties have been made to
Subscriber by the Company or any representative or agent of the Company and
Subscriber understands that he is subscribing for Shares in the Company, only
in reliance upon Subscriber's own investigation and due diligence with
respect to the proposed investment in the Company.
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f. The Shares being acquired will be acquired for Subscribers own
account and without a view toward the public distribution or resale thereof, and
Subscriber has no contract, undertaking, agreement or arrangement to sell or
otherwise transfer or dispose of any Shares or any portion thereof to any other
person, and no person or entity other than Subscriber has a direct or indirect
beneficial interest in the Shares.
g. Subscriber will not sell or otherwise transfer or dispose of any
Shares or any portion thereof unless Subscriber contains an opinion of counsel
which is satisfactory to the Company that such Shares may be sold in reliance on
an exemption from registration under the Securities Act and applicable state
securities law requirements.
h. Subscriber's overall commitment to this investment is not
disproportionate to Subscriber's net worth, and Subscriber has adequate means of
providing for current needs and personal contingencies and has no need for
liquidity in this investment, and Subscriber is able to bear the substantial
economic risks of the investment in the Shares, and at the present time can
afford a complete loss of such investment.
i. If an individual, Subscriber is of majority age under the laws of
the State of California and under no disability with respect to entering into a
contractual relationship with the Company by executing this Subscription
Agreement.
j. If an individual, Subscriber is a resident of the State of
California, and if an entity, Subscriber's principal place of business is in the
State of California.
k. Subscriber is one or more of the following:
(check the ones that are applicable)
__X__ [i] A natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of his/her purchase
exceeds $1,000,000 (exclusive of home, furnishings and automobiles);
_____ [ii] A natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with
that person's spouse in excess of $300,000 in each of those years and
has a reasonable expectation of reaching the same income level in the
current year;
_____ [iii] An entity in which all of the equity owners are persons
specified in paragraph (i), [i] or [ii] above;
_____ [iv] A natural person or an entity who either alone or with the
Subscriber's purchaser
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representative(s)(*) has such knowledge and experience in financial
and business matters that Subscriber is capable of evaluating the
merits and risks of the prospective investment in the Shares.
l. Subscriber agrees that this Subscription Agreement shall be
enforced, governed and construed in accordance with the laws of the State of
California.
m. Subscriber will not construe, and acknowledges that he has not
construed, any information or materials provided by the Company as constituting
legal, tax or investment advice, and therefore Subscriber should consult, or has
consulted, Subscriber's own attorney, accountant or any other expert advisor
with regard to legal, tax and other matters relating to this investment in the
Shares.
NO SUBSCRIPTION WILL BE PROCESSED UNLESS ACCOMPANIED BY PAYMENT IN FULL EITHER
BY CHECK PAYABLE TO FIRST REGIONAL BANCORP OR BY WIRE FUNDS TRANSFER TO FIRST
REGIONAL BANK ABA #122037760, FOR CREDIT TO FIRST REGIONAL BANCORP, ATTENTION:
THOMAS E. MCCULLOUGH.
Number of Shares Subscribed For:
Aggregate Dollar Amount of Shares
($9.00 times number of Shares subscribed for):
NAME IN WHICH SHARE CERTIFICATE IS TO BE ISSUED:
The Christopher E. Edgecomb Living Trust Dated April 25, 1998
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(Specify joint tenancy, community property, tenancy in common, etc.)
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(Title or capacity of signing party if Subscriber is a corporation, trust or
other form of business organization.)
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(*) A purchaser representative is any person who (i) is not an affiliate,
director, officer, employee or beneficial owner of 10% or more of the Company's
issued and outstanding Common Stock, (ii) has such knowledge and experience in
financial and business matters that he/she is capable of evaluating the merits
and risks of the prospective investment in the Shares, (iii) is acknowledged by
the Subscriber in writing during the course of the transactions, to be the
subscriber's purchaser representative in connection with the prospective
investment in the Shares, and (iv) discloses in writing to the Subscriber prior
to the sale of any material relationship between the purchaser representative
and the Company or its affiliates.
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PLEASE TYPE OR PRINT THE FOLLOWING INFORMATION:
Christopher E. Edgecomb
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Full name(s) of Subscriber
Social Security or Tax Payer Identification Number of Subscriber:(OMITTED) .
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1998
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Taxable year if other than a calendar year.
4321 Marina Drive, Santa Barbara, CA 93110
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Address of Permanent Residence
_____ I hereby acknowledge and certify that the box provided herein, under
penalty of perjury, that I am NOT subject to backup withholding under
the provisions of Section 340(a)(1)(C) of the Internal Revenue Code.
/s/ Christopher E. Edgecomb Date: 8/12 , 1998
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Subscriber's Signature
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Title or Capacity if Subscriber
is a corporation, partnership
or other form of business
organization.(**)
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(**) If Subscriber is a corporation, trust or other form of business
organization, please provide the address of the Subscriber's principal office in
lieu of permanent residence address.
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