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. )
-----
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as
permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
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)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(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:
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[ ] 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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<PAGE>
Dear Fellow First Regional Shareholder:
The enclosed Proxy Statement is being sent to you to seek your support to elect
five independent nominees for election to the Board of Directors of your
Company. I am proposing this new slate of Directors because the current Board
of Directors has considered and proposed certain defensive measures that could
hinder the enhancement of shareholder value. I HAVE OPPOSED THESE DEFENSIVE
MEASURES. THE RUBIN NOMINEES INTEND TO ENGAGE IN DISCUSSIONS AND EXPLORE
POTENTIAL BUSINESS OPPORTUNITIES WITH COMPANIES TO INCREASE SHAREHOLDER VALUE.
ELECT AN INDEPENDENT BOARD OF DIRECTORS
COMMITTED TO MAXIMIZING SHAREHOLDER VALUE.
The nominees proposed in this proxy statement have agreed to serve as directors
and will dedicate their efforts to maximizing the value of your investment in
First Regional Bancorp. I URGE YOU TO READ THE ENCLOSED PROXY MATERIAL
CAREFULLY, AND VOTE THE ENCLOSED WHITE PROXY IN FAVOR OF ALL NOMINEES. No
matter how many shares you own, your vote is important. Even if you signed an
earlier blue proxy card it is not too late to change your vote. YOU CAN CHANGE
YOUR VOTE BY MARKING, SIGNING AND RETURNING THE ENCLOSED WHITE PROXY CARD AND
RETURNING IT IN THE ENVELOPE PROVIDED. REMEMBER ONLY THE LATEST DATED PROXY
WILL REPRESENT YOU AT THE ANNUAL MEETING.
If you have any questions, please feel free to call MacKenzie Partners, Inc.,
who has been retained to assist me in my solicitation, at (800) 322-2885.
Sincerely,
/s/ Mark Rubin
Mark Rubin
Vice Chairman of the Board
President, First Regional Bancorp.
<PAGE>
MARK RUBIN
PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF
FIRST REGIONAL BANCORP
May 13, 1998
ACT NOW TO ELECT A NEW INDEPENDENT BOARD OF DIRECTORS FOR FIRST REGIONAL
BANCORP THAT IS DEDICATED TO ENHANCING THE VALUE OF YOUR INVESTMENT IN FIRST
REGIONAL BANCORP BY STRENGTHENING THE BOARD OF DIRECTORS AND IMPROVING THE
FINANCIAL PERFORMANCE OF FIRST REGIONAL BANCORP WHILE MAINTAINING SOUND
FINANCIAL POLICIES.
TO THE SHAREHOLDERS OF FIRST REGIONAL BANCORP:
INTRODUCTION
This Proxy Statement is being furnished by Mark Rubin, a director, officer
and founding shareholder of First Regional Bancorp in connection with his
solicitation of proxies to be voted at the 1998 Annual Meeting of Shareholders
of First Regional Bancorp, a California corporation (the "Company"), currently
scheduled to be held at the Cypress Room, Century Plaza Hotel and Tower,
2025 Avenue of the Stars, Century City, California, on Thursday, May 21, 1998,
at 11:00 a.m. Pacific Time, or any adjournment or postponement thereof (the
"Annual Meeting"). In opposition to the nominees proposed by the Company's
Board of Directors, Mr. Rubin is proposing six nominees for election to the
Board of Directors of the Company, as more fully described in this Proxy
Statement. This Proxy Statement and the enclosed WHITE proxy card of Mr. Rubin
are first being mailed on or about May 13, 1998 to the holders of record of
shares of the Company's common stock, no par value (the "Common Stock"), at the
close of business on March 31, 1998.
According to the Company's proxy statement dated April 20, 1998 (the
"Company Proxy Statement"), the Company set March 31, 1998 as the record date
(the "Record Date") for determining shareholders entitled to notice of, and to
vote at, the Annual Meeting. As of the close of business on the Record Date,
the Company reported as outstanding 2,451,631 shares of Common Stock, the only
class of voting security. Holders of record of shares of Common Stock on the
Record Date are entitled to one cumulative vote in person or by proxy for each
share so held with respect to all matters that may properly come before the
Annual Meeting.
Mr. Rubin is seeking your vote for his nominees for election to the Board
of Directors Jeffrey Cove, Sheldon Kadish, Don Levin, Alan Levy, Frank
Moothart and Mark Rubin. The qualifications and experience of these nominees
are described in this Proxy Statement, which we urge you to read carefully.
Messrs. Moothart and Rubin currently are Directors of the Company and have been
included as nominees for election as Directors on management's slate as well as
on Mr. Rubin's slate.
Mr. Rubin's nominees will be independent directors and are committed to
providing a Board of Directors that is responsive to the shareholders of the
Company. If elected, each nominee will work diligently to strengthen the
management of the Company and its wholly owned subsidiary, First Regional Bank
(the "Bank"), and to maximize values for all shareholders while maintaining
sound financial policies.
Mr. Rubin is a co-founder of the Company, a director, officer and
significant shareholder of the Company. Mr. Rubin owns of record and
beneficially an aggregate of 472,304 shares of Common Stock an investment, at
current market prices, of approximately $4,014,584. Mr. Rubin, together with
the nominees presented in this Proxy Statement, beneficially own an aggregate
of 503,304 shares of Common Stock, a 20.53% interest in the Company. (The
calculation of beneficial ownership has been made in accordance with the
rules of the Securities and Exchange Commission (the "Commission")). Each
nominee proposed by Mr. Rubin for election to the Board of Directors of the
Company may be deemed to be a participant in the solicitation of proxies
under the rules and regulations of the Commission. Please refer to
"Mr. Rubin's Nominees -- Share Ownership" in this Proxy Statement for
information relating to the security holdings of each nominee.
THE ABILITY OF MR. RUBIN TO VOTE THE PROXIES BEING SOLICITED HEREBY IS
SUBJECT TO THE SATISFACTION PRIOR TO THE ANNUAL MEETING OF CERTAIN BANK
REGULATORY REQUIREMENTS. SEE "VOTING AND REVOCATION OF PROXIES" BELOW.
<PAGE>
IMPORTANT VOTING INSTRUCTIONS
Join Mr. Rubin in his effort to attempt to restructure the Company's Board
of Directors and realize greater values for all First Regional Bancorp
shareholders while maintaining sound financial policies by immediately signing,
dating and mailing Mr. Rubin's enclosed WHITE proxy card.
- - SHARES IN YOUR NAME. No matter how many shares you own, vote "FOR" the
nominees of Mr. Rubin by signing, dating and mailing his enclosed WHITE
proxy card promptly. SIGN MR. RUBIN'S WHITE PROXY CARD EXACTLY AS YOUR
NAME APPEARS ON THE LABEL TO ENSURE THAT YOUR VOTE FOR MR. RUBIN'S
NOMINEES IS COUNTED.
- - SHARES IN YOUR BROKER'S NAME. If you own shares in the name of a
brokerage firm, your broker cannot vote your shares for the nominees of
Mr. Rubin unless your broker receives your specific instructions. Please
sign, date and mail as soon as possible Mr. Rubin's enclosed WHITE proxy
card in the envelope that has been provided by your broker to be sure your
shares are voted.
- - REVOKING MANAGEMENT'S PROXY. If you have already voted on management's
BLUE proxy card, you have every right to change your vote by signing,
dating and mailing Mr. Rubin's enclosed WHITE proxy card, which will
automatically revoke your earlier proxy. REMEMBER, ONLY YOUR LATEST DATED
PROXY WILL COUNT FOR THE ELECTION OF DIRECTORS AT THE ANNUAL MEETING.
QUESTIONS AND ASSISTANCE. If you have not received Mr. Rubin's WHITE
proxy card or have any questions or need assistance in voting, please
contact Mr. Rubin through his proxy soliciting agent:
MACKENZIE PARTNERS, INC.
Call Toll Free (800) 322-2885
VOTE TODAY ELECT MR. RUBIN'S SLATE OF DIRECTORS
YOUR VOTE IS EXTREMELY IMPORTANT. To support the nominees of Mr.
Rubin, please mail Mr. Rubin's enclosed WHITE proxy card today. Whether or
not you plan to attend the Annual Meeting, please mark, sign and date Mr.
Rubin's enclosed WHITE proxy card and mail it in the accompanying envelope
as soon as possible. Even if you have previously signed a BLUE management
proxy card, you have the right to change your vote. REMEMBER, ONLY YOUR
LATEST DATED PROXY CARD COUNTS.
IF YOU HAVE ANY DOUBT AS TO WHETHER YOUR PROXY WILL BE RECEIVED IN
TIME TO BE CAST AT THE ANNUAL MEETING, PLEASE CALL US PROMPTLY AT
(800) 322-2885.
Page 2
<PAGE>
MR. MARK RUBIN
Mr. Rubin is a co-founder of the Company, a director, and President
and Vice Chairman of the Board of Directors. Mr. Rubin also owns of record and
beneficially an aggregate of 472,304 shares of common stock of the Company, a
19.26% interest. Mr. Rubin initiated this solicitation in order to
reconstitute the Board to consist largely of independent directors, to
strengthen the management of the Company and to maximize the value of the
Company while maintaining sound financial policies. Mr. Rubin is also a
nominee for election to the Board of Directors. Mr. Rubin's mailing address is
c/o MacKenzie Partners, Inc., 1888 Century Park East, 19th Floor, Los Angeles,
California 90067. Certain additional information regarding Mr. Rubin is set
forth below under "Mr. Rubin's Nominees."
BACKGROUND OF THE PROXY SOLICITATION
On April 30, 1998, pursuant to the provisions of the Company's
Bylaws, Mr. Rubin provided a Notice of Intention to the President and each
member of the Board of Directors of the Company notifying them that he intends
to propose a slate of directors at the 1998 Annual Meeting of Shareholders
consisting of Jeffrey Cove, Sheldon Kadish, Don Levin, Alan Levy, Frank
Moothart and Mark Rubin (collectively, the "Rubin Nominees").
On May 5, 1998, Mr. Rubin filed Schedules 14A containing soliciting
material with the Securities and Exchange Commission (the "Commission") and
with the National Association of Securities Dealers (the "NASD"). Also on that
date, Mr. Rubin delivered to certain recordholders a letter stating that he had
informed the Board of Directors of his intention to nominate a new, independent
slate of outside directors identifying each of his nominees and urging them to
read carefully the proxy materials he would be providing to them.
Mr. Rubin was named as a proxy holder on the "blue" proxy card
mailed with the Company Proxy Statement in the solicitation on behalf of the
Board of Directors. On May 5, 1998, Mr. Rubin delivered a letter to the
Chairman of the Board and Chief Executive Officer of the Company in which
he advised the Board of Directors of the Company that he intends to solicit
proxies solely on behalf of himself and suggested that it would be appropriate
for the Company to exercise its power of substitution, as set forth on the
"blue" proxy card, to substitute another person in Mr. Rubin's place to vote
proxies received from shareholders in response to the Board of Directors'
solicitation.
On May 7, 1998, Mr. Rubin filed Schedules 14A with the Commission
and the NASD containing Mr. Rubin's preliminary proxy statement and form of
proxy. On May 14, 1998, Mr. Rubin filed a definitive proxy statement and form
of proxy with the Commission and the NASD and mailed the same to the
shareholders of the Company.
Page 3
<PAGE>
MARK RUBIN'S NOMINEES
The Company's Bylaws provide that the Board of Directors will
consist of not less than seven nor more than 13 Directors, until changed by
an amendment to the Bylaws adopted by the Company's shareholders. The
exact size of the Board of Directors is currently fixed at nine members.
According to the Company's Proxy Statement, nine Directors are being proposed
for election as management's slate at the Annual Meeting.
Certain information regarding Mr. Rubin's nominees for election as
Directors, including their respective business addresses, ages, principal
occupations (including terms as Director of the Company) and information
regarding the aggregate number of shares of Common Stock directly or indirectly
beneficially owned by each of them as of May 1, 1998, is set forth in the
tables below. Beneficial ownership is determined under the rules of the
Commission and may not necessarily indicate ownership for any other purpose.
Unless otherwise stated, each nominee has sole voting power and sole investment
power with respect to the shares of Common Stock beneficially owned by such
nominee and each nominee is the beneficial owner of all shares owned of record
by such nominee.
BIOGRAPHICAL INFORMATION
<TABLE>
<CAPTION>
<C> <C> <C> <C>
TERMS AS
DIRECTOR OF
NAME AND THE COMPANY PRINCIPAL OCCUPATIONS
BUSINESS ADDRESS AGE AND THE BANK DURING THE PAST FIVE YEARS
---------------- --- ------------ --------------------------
Jeffrey Cove 51 Nominee Vice President of Pathfinder Mortgage Corporation
Pathfinder Mortgage Corporation (mortgage banking) since May 1995; Vice
12011 San Vicente Blvd., Ste. 505 President of George Elkins Company (mortgage
Los Angeles, California 90049 banking) from October 1993 to May 1995;
Executive Vice President, City National Bank
(banking) from September 1970 to September 1993.
Sheldon Kadish 63 Nominee Chairman of Traci Lynn, Inc., an apparel
Traci Lynn, Inc. manufacturer, since 1963
655 - E. 30th Street
Los Angeles, California 90011
Don Levin 66 Nominee President of D.S.L. Construction Corp., a real
D.S.L. Construction Corp. Estate development company, since 1955
11300 W. Olympic Blvd., Ste. 770
Los Angeles, California 90064
Alan Levy 60 Nominee Chairman of Tishman International Companies, a
Tishman International Companies real estate development company, since 1963.
10900 Wilshire Blvd., Ste. 510
Los Angeles, California 90024
Page 4
<PAGE>
Frank Moothart 79 1981-Present* Consultant in business administration and
920-A Calle Negocio acquisitions since 1985.
San Clemente, California 92673
Mark Rubin 61 1981-Present* President and Vice Chairman of the Board of the
First Regional Bancorp Company since 1981; Vice Chairman of the Bank
1801 Century Park East since 1979.
Century City, California 90067
</TABLE>
- ----------------------------------------
*Became a Director of the Bank in 1979.
SHARE OWNERSHIP
<TABLE>
<CAPTION>
<C> <C> <C>
AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ---------------- -------------------- ----------------
Jeffrey Cove 0 shares 0%
Sheldon Kadish 0 shares 0%
Don Levin 16,000 shares .65%
Alan Levy 0 shares 0%
Frank Moothart 15,000 shares(1) .61%
Mark Rubin 472,304 shares(2) 19.26%
Total 503,304 shares 20.53%
</TABLE>
- ----------------------
(1) Consists of shares underlying options to purchase common stock which are
or will become exercisable on or prior to May 30, 1998.
(2) Includes 411,604 shares of common stock held in the Mark M. Rubin and
Pamela E. Rubin Trust and 48,700 shares of Common Stock held in the Rubin
Family Foundation, each of which Mr. Rubin serves as co-trustee.
Each of the Rubin Nominees has consented to be named in this Proxy
Statement and to serve as a Director of the Company, if elected, and as a
Director of the Bank, if so elected by the Company as the sole shareholder of
the Bank. If at the time of the Annual Meeting any nominee is unable or
declines to serve, the discretionary authority provided in the Proxy will be
exercised to vote for a substitute designated by Mr. Rubin. Mr. Rubin has no
reason to believe that any of the nominees will be unable or will decline to
serve.
Other than as described in this Proxy Statement, none of the Rubin
Nominees or any other person who may solicit proxies on Mr. Rubin's behalf (or,
to the knowledge of such persons, any associate thereof) (i) has purchased or
sold any class of securities of the Company within the past two years, (ii) has
borrowed funds for the purpose of acquiring or holding any shares of the
Company purchased by him within the past two years, (iii) is now or within the
past year has been a party to any contract, arrangement or understanding with
any person with respect to any class of any securities of the Company, (iv) has
or will have a direct or indirect material interest in any transaction, or
series of similar transactions, since the beginning of the Company's last
fiscal year, or any currently proposed transaction, or series of similar
transactions, to which the Company or the Bank was or is to be a party and in
which the amount involved exceeds $60,000, or (v) has any arrangement or
understanding with any person with respect to any future employment with the
Company or its affiliates or any future transactions to which the Company or
any of its affiliates will or may be a party.
Page 5
<PAGE>
Certain of the Rubin Nominees or their associates may be customers of, or
may have had banking transactions with, the Bank in the ordinary course of the
Bank's business and may intend to have banking relationships with the Bank in
the future. All loans and commitments to lend included in such transactions,
if any, (i) were made in the ordinary course of business, (ii) were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and
(iii) did not involve more than the normal risk of collectibility or present
other unfavorable features.
There are no present plans, understandings or arrangements whereby
Mr. Rubin or any of the Rubin Nominees (or, to the knowledge of such persons,
any associate thereof) will acquire any of the Company's operations or assets,
or be compensated either as principal or agent in transactions relating to the
implementation of Mr. Rubin's programs, or earn any material profits,
commissions or other fees from the Company for their services in connection
therewith. If elected, the Rubin Nominees expect to be compensated in their
capacities as Directors of the Company in accordance with the Company's present
Director compensation policy.
The person named in the accompanying WHITE proxy card of Mr. Rubin intends
to vote "FOR" the nominees of Mr. Rubin unless specifically instructed to the
contrary. Shareholders have cumulative voting rights in the election of
Directors. Under the cumulative voting method, a shareholder may multiply the
number of shares owned by the number of Directors to be elected and cast this
total number of votes for any one candidate or distribute the total number of
votes in any proportion among as many candidates as the shareholder desires. A
shareholder may not cumulate his or her votes for a candidate unless such
candidate's name has been placed in nomination prior to the voting and unless a
shareholder has given notice at the Meeting prior to the voting of his or her
intention to cumulate his or her votes. If any shareholder gives such notice,
then all shareholders may then cumulate their votes. Mr. Rubin intends to
provide notice at the Annual Meeting that he intends to cumulate his votes.
The votes cast at the Annual Meeting may result in the election to the
Board of Directors of some of Mr. Rubin's nominees and some of management's
nominees. If the elected Rubin Nominees constitute less than a majority of the
full Board of Directors, the Rubin Nominees may be unable to implement
Mr. Rubin's program discussed elsewhere in this Proxy Statement.
If some of the Rubin Nominees and some of management's nominees are
elected, those of the Rubin Nominees who are elected intend to serve their
terms as Directors. Mr. Rubin is unable to predict whether management's
nominees will agree to serve on a Board of Directors comprised in part of the
Rubin Nominees.
California law and the Company's Bylaws provide that vacancies on the
Board of Directors may be filled by action of those Directors remaining in
office. If vacancies were to result from the refusal of management nominees to
serve, the Rubin Nominees currently intend to fill a sufficient number of
vacancies to bring the total number of Directors in office to nine.
Page 6
<PAGE>
MR. RUBIN'S PROGRAM
Mr. Rubin believes that his nominees constitute a high quality team
possessing the dedication and experience necessary to do a better job than the
current majority of the Board of Directors in directing Company policy and
conducting Bank operations. Mr. Rubin's nominees include two current
directors, Mr. Moothart, an outside director, and Mr. Rubin, a co-founder of
the Company, the President and Vice Chairman of the Board and a significant
stockholder of the Company, as well as four additional proposed members, all of
whom would be non-employee directors of the Company, all of whom Mr. Rubin
believes support his program.
Upon election as Directors, the Rubin Nominees intend to proceed promptly
to attempt to implement a program Mr. Rubin believes will enhance shareholder
value by exploring new business opportunities, strengthening the management of
the Company and improving the financial performance of the Company while
maintaining sound financial policies. The Rubin Nominees, once elected, intend
to accomplish the following:
1. PROMPTLY DEVELOP A STRATEGIC PLAN TO ENHANCE THE FINANCIAL
PERFORMANCE AND INCREASE SHAREHOLDER VALUE OF THE COMPANY.
Mr. Rubin believes that the performance of the Company and the return on a
shareholder's investment has been poor compared to its peers. Based on The
Bankers' Index, an analysis of Southern California Banks prepared by Grant
Thornton LLP, the return on average assets for the Company for the fiscal
quarters ended December 31, 1997, September 30, 1997 and June 30, 1997 was
.87%, .90% and .96%, respectively, compared to the average return on average
assets for all similarly sized banks in Southern California of 1.29%, 1.53% and
1.59%, for these same periods(1). Mr. Rubin believes that management must
be more aggressive and that the Company must strive to take a leading
position in the industry in order to improve these results, which can be
accomplished, in part, through the election of the independent slate of
nominees proposed by Mr. Rubin.
Mr. Rubin repeatedly has attempted to increase shareholder value by
exploring new opportunities for the Company and opposing certain defensive
measures proposed by the current Board. Mr. Rubin has engaged in discussions
with other companies in an effort to form strategic relationships which may
ultimately involve the sale of part or all of the Company, depending upon which
result benefits the shareholders of the Company to the greatest extent. To
date, Mr. Rubin's efforts in this regard have been unsuccessful in large part
because he is unable to present to the Board a firm proposal by a third party
because, other than Mr. Rubin, the current management, four of whom also serve
as directors, are unwilling to entertain the possibility of a strategic
relationship that may result in a sale of the Company, despite the fact it
would be in the best interests of the shareholders. Although the Chairman of
the Board has indicated a willingness to appoint a committee to evaluate any
firm offers received by third parties, Mr. Ruben believes that the Chairman,
and any members of the Board he is inclined to appoint to such a committee,
is strongly opposed to any relationship which may involve the sale of part
or all of the Company and, accordingly, the formation of such a committee
would be meaningless.
Mr. Rubin opposed a proposal which obligates a company that successfully
takes control of the Company absent the Board's consent to make payments to
17 executive officers and directors in the aggregate amount of $1,600,000
which proposal was approved by all Board members, other than Mr. Rubin.
Subsequent to Mr. Rubin's initiation of this proxy solicitation, he was
informed that the adoption of these payments by a majority of the Board of
Directors was rescinded. In addition, Mr. Rubin opposed certain recent board
of director agenda items that called for a staggered board of directors
and an increase in the size of the board from nine to eleven, measures that
Mr. Rubin believes would serve solely to entrench the current Board.
The Rubin Nominees, if successful, will undertake a reassessment of
Company operations based upon the Bank's long-term commitment to providing high
quality financial services and maintaining close ties to the communities making
up its service area. The Rubin Nominees intend to engage in discussions and
explore potential business opportunities with companies to increase shareholder
value. There can be no assurance however that the efforts of Mr. Rubin and the
Rubin
[FN]
__________________
(1) The average return on average assets was derived from the return on
average assets of the following banks, each of which has assets greater than
$125 million and less than $250 million: American International Bank, Antelope
Valley Bank, Banco Popular NA CA, Bank of Hollywood, Bay Cities NB, Cedars
Bank, Century Bank, First Charter Bank NA, First Continental Bank, First
Regional Bank, First State Bank of Southern CA, Grand NB, Harbor Bank,
International Bank of CA, Nara Bank of NA, Omni Bank of NA, Pacific Business
Bank, Pacific T&LC and Wilshire State Bank.
</FN>
Page 7
<PAGE>
Nominees will result in a sale of all or some of the assets of the
Company, or any similar transaction, or will increase shareholder value.
The Rubin Nominees also will review Bank operations with the intent to make
the Company more efficient and to control costs, thereby increasing long-term
profitability. By then implementing appropriate new operating policies, the
Rubin Nominees plan to attain the goal of superior financial performance
while enhancing the reputation of the Bank within its geographic area of
operations, in the financial community in general, and among investors.
The Rubin Nominees intend to strengthen the Bank's relationships in
existing geographic markets by re-emphasizing community ties and aggressively
pursuing those areas of business in which the Bank is successful while
investigating options for prudent expansion into new geographic or financial
product markets which can offer positive returns to Company shareholders and
offer synergistic opportunities when combined with the Bank's existing
business. Mr. Rubin believes that his strategic plan will enhance the
financial performance and value of the Company.
2. MAINTAIN A BOARD OF DIRECTORS CONSISTING SUBSTANTIALLY OF NON-EMPLOYEE
DIRECTORS.
The current Board consists of nine members, five of whom are employees of
the Company. None of the Rubin Nominees, except Mr. Rubin, is an employee of
the Company. Mr. Rubin believes that a Board that includes the Rubin Nominees
will better represent the interests of all of the Company's shareholders than a
Board composed entirely of incumbents nominated by the Company's existing
Board, a majority of whom also are employees of the Company. The Rubin
Nominees are successful businessmen who can provide valuable insight and
guidance in a time of rapid change and movement in the banking industry. They
are independent of the Company's management, as well as independent of Mr.
Rubin, and should be able to bring new ideas and insights to the Company's
management and Board. Moreover, the Rubin Nominees have indicated their
opposition to programs which serve to entrench management and are dedicated to
supporting measures which can improve the Company's performance.
VOTING AND REVOCATION OF PROXIES
The proxies solicited by Mr. Rubin will be voted at the Annual Meeting for
the election of his nominees to the Company's Board of Directors. As of the
date of this Proxy Statement, Mr. Rubin is not aware of any other matters to be
presented for action at the Annual Meeting other than the election of Directors
and the other matters referred to in the Company Proxy Statement. However,
should any other business properly come before the Annual Meeting, or before
any postponement or adjournment thereof, which the proxy holder does not know a
reasonable time before the Annual Meeting will be presented, Mr. Rubin's
enclosed WHITE proxy card confers upon the person entitled to vote the shares
represented thereby discretionary authority to vote in respect of any such
other business.
Execution of Mr. Rubin's WHITE proxy card will not affect a shareholder's
right to attend the Annual Meeting and vote in person. As set forth in the
Company Proxy Statement, any shareholder who executes and delivers a proxy has
the right to and may revoke it at any time before it is exercised by (i) filing
with the Secretary of the Company an instrument revoking it or a duly executed
proxy bearing a later date or (ii) attending the Annual Meeting and voting in
person by advising the Chairman of the Meeting of his/her election to vote in
person and by voting in person at the Annual Meeting. Attendance at the Annual
Meeting, however, will not in and of itself revoke a proxy. Whether or not you
plan to attend the Annual Meeting, please mark, sign and date Mr. Rubin's
enclosed WHITE proxy card and return it in the accompanying envelope as soon as
possible.
The Bank is organized under the laws of the State of California and is a
wholly-owned subsidiary of the Company. California Financial Code Section 700,
ET. SEQ., prohibits any person from directly or indirectly acquiring "control"
of a bank organized under the laws of the State of California without the
approval of the California Superintendent of Banks (the "Superintendent").
For purposes of these provisions, the acquisition of "control" includes the
acquisition of the power to vote 25% or more of the voting shares of the
Company or the power to direct or cause the direction of management and
policies of the Company, which power is presumed if one controls the power
to vote 10% or more of the voting shares of the Company.
Mr. Rubin filed an application (the "Application") for approval to
acquire "control" of the Bank with the Superintendent. The Superintendent
has exempted from the approval requirements of California Financial Code
Section 700, ET. SEQ. the solicitation and voting of proxies that may be
obtained by Mr. Rubin in connection with this proxy solicitation. The
exemption does not constitute an endorsement by the California
Superintendent of Banks of Mr. Rubin's nominees for election to the Board of
Directors or a recommendation of the granting of the proxies solicited by
this Proxy Statement.
Page 8
<PAGE>
Mr. Rubin believes that no further regulatory approvals are required to
enable him to solicit proxies or for his nominees to serve if elected.
SOLICITATION EXPENSES
The expenses of preparing, printing and distributing this Proxy Statement
and the accompanying form of proxy and the cost of soliciting proxies for the
election of the Rubin Nominees will be borne by Mr. Rubin. Such expenses are
estimated to range from $50,000 to $100,000. The total cash expenditures of
Mr. Rubin incurred to date have been approximately $12,000. If he is
successful, Mr. Rubin intends to seek reimbursement from the Company, to the
extent permitted by law, for expenses incurred in connection with the proxy
solicitation, without the vote of the holders of the Common Stock.
In addition to the use of the mails, solicitation of proxies may be made
by means of personal calls upon, or telephonic or telegraphic communications to
or with, shareholders or their personal representatives by Mr. Rubin. Copies
of soliciting materials will be furnished to banks, brokerage houses and other
custodians, nominees and fiduciaries for forwarding to the beneficial owners of
shares of Common Stock for whom they hold shares, and Mr. Rubin will reimburse
them for their reasonable out-of-pocket expenses. Mr. Rubin has engaged
MacKenzie Partners, Inc. ("MacKenzie Partners") for proxy solicitation
services. It is anticipated that MacKenzie Partners will solicit on behalf of
Mr. Rubin proxies from individuals, brokers, bank nominees and other
institutional holders in the same manner described above. Approximately
20 MacKenzie Partners employees will assist in the solicitation of proxies.
Mr. Rubin has agreed to pay MacKenzie Partners a fee of $20,000 for its
services, and will reimburse MacKenzie Partners for its reasonable expenses,
estimated to be approximately $15,000.
ADDITIONAL INFORMATION
Reference is made to the Company Proxy Statement for information
concerning (i) the address of the principal executive offices of the Company
(ii) the securities of the Company, (iii) the beneficial ownership of
securities by, and other information concerning, the Company's management and
the principal holders of securities, (iv) compliance with Section 16(a) of the
Securities Act of 1933, as amended, (v) compensation of Directors and officers
of the Company, (vi) meetings of the Board of Directors and Committees thereof
and the attendance of Directors thereat, (vii) the compensation of Mark Rubin,
and (viii) the procedures for submitting proposals for consideration at the
Annual Meeting.
May 13, 1998
MARK RUBIN
/s/ Mark Rubin
PLEASE SIGN, DATE AND MAIL MR. RUBIN'S ENCLOSED WHITE PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
STATES. BY SIGNING, DATING AND RETURNING MR. RUBIN'S ENCLOSED WHITE PROXY
CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU WILL BE AUTOMATICALLY REVOKED.
REMEMBER, ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
Page 9
<PAGE>
IMPORTANT
DO NOT DELAY
VOTE THE ENCLOSED WHITE PROXY TODAY.
If you have any questions or need assistance in completing the
WHITE proxy, please contact:
MACKENZIE
PARTNERS, INC.
CALL TOLL-FREE (800) 322-2885
<PAGE>
MARK RUBIN
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS OF
FIRST REGIONAL BANCORP
The undersigned, a stockholder of FIRST REGIONAL BANCORP, a California
corporation, (the "Company") hereby appoints each of Mark Rubin and John K.
Kelly, and each of them, as the proxies of the undersigned, each with full
power of substitution, for and in the name of the undersigned to attend,
vote and act for the undersigned at the Annual Meeting of Stockholders of
the Company, to be held on May 21, 1998, and any postponements or adjournments
thereof, and in connection herewith, to vote and represent all of the shares
of the Company which the undersigned would be entitled to vote, as follows:
1. ELECTION OF DIRECTORS, as provided in Mr. Rubin's Proxy Statement:
WITH WITHOUT Authority to vote for the nominees
---- ----
listed below.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR THE NOMINEE, LINE THROUGH
OR OTHERWISE STRIKE OUT NAME BELOW)
Jeffrey Cove Alan Levy
Sheldon Kadish Frank Moothart
Don Levin Mark Rubin
The undersigned hereby revokes any other proxy to vote at such Meeting,
and hereby ratifies and confirms all that said proxy may lawfully do by virtue
hereof. WITH RESPECT TO SUCH OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE
MEETING AND ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF, SAID PROXY IS AUTHORIZED
TO VOTE IN ACCORDANCE WITH ITS BEST JUDGMENT.
This Proxy will be voted in accordance with the instructions set forth
above. THIS PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE FOR THE
ELECTION OF THE DIRECTORS NAMED AND AS SAID PROXY SHALL DEEM ADVISABLE ON SUCH
OTHER BUSINESS AS MAY COME BEFORE THE MEETING, UNLESS OTHERWISE DIRECTED.
<PAGE>
The undersigned acknowledges receipt of a copy of Mr. Rubin's Proxy
Statement dated May 11, 1998 relating to the Meeting.
Date: , 1998
--------
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Signature(s) of Stockholder(s)
(See Instructions Below)
The signature(s) hereon should correspond exactly with
the name(s) of the stockholder(s) appearing on the
Stock Certificate. If stock is jointly held, all
joint owners should sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such. If signer is a corporation,
please sign the full corporation name, and give title
of signing officer.
THIS PROXY IS SOLICITED BY
MARK RUBIN
