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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. 1)*
First Regional Bancorp**
________________________________________________________________________________
(Name of Issuer)
Common Stock, no par value
________________________________________________________________________________
(Title of Class of Securities)
33615C
_______________________________________________________________
(CUSIP Number)
Gary M. Horgan
Horgan, Rosen, Beckham & Coren, L.L.P.
21700 Oxnard Street, Suite 1400, Woodland Hills, CA 91365 (818) 340-6100
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 27, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
** Formerly Great American Bancorp
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 33615C PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack A. Sweeney - S.S. No. ###-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 526,304
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 526,304
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
526,304
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
21.47%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1 Security and Issuer:
- ------ -------------------
Security: Common Stock, no par value
Issuer: First Regional Bancorp
1801 Century Park East, Suite 800
Los Angeles, California 90067
Item 2 Identity and Background
- ------ -----------------------
(a) Jack Sweeney
(b) 1801 Century Park East, Suite 800
Los Angeles, California 90067
(c) Jack A. Sweeney is a banker and serves as Chairman of the Board
and Chief Executive Officer of First Regional Bank/1/ and its
holding company, First Regional Bancorp, located at 1801 Century
Park East, Suite 800, Los Angeles, California 90067.
(d) Jack A. Sweeney - none
(e) Jack A. Sweeney - none
(f) Jack A. Sweeney - U.S.A.
Item 3 Source and Amount of Funds or Other Consideration
- ------ -------------------------------------------------
Mr. Sweeney purchased all of the shares currently owned by him with
personal funds.
Item 4 Purpose of Transaction
- ------ ----------------------
The securities of the Issuer purchased by Mr. Sweeney have been
acquired for investment purposes only. The reporting person currently
does not know of or intend to commence any plans or proposals
concerning any extraordinary corporate transaction of the Issuer; the
sale or transfer of an material amount of assets of the Issuer or its
subsidiaries; any change in the present Board of Directors or
Management of the Issuer; any material change in the present dividend
policy of the Issuer; any other material change in the Issuer's
Charter, Bylaws or instruments corresponding thereto; the causing of a
class of securities of the Issuer to be delisted from any national
securities exchange or ceasing to be authorized to be quoted on
NASDAQ; or which would affect the class of securities of the Issuer
becoming eligible for termination of registration pursuant to Section
12(g)(4) of
- ----------------------------
/1/ Formerly Great American Bancorp
Page 3 of 6 Pages
<PAGE>
the Act or any similar action.
On or about July 31, 1998, the Issuer commenced a private placement in
accordance with Regulation D promulgated by the Commission of up to
400,000 shares of Issuer Common Stock at $9.00 per share to raise up
to $3,600,000 in additional capital to support the operations of the
Company. The issuer's capitalization will change in accordance with
the outcome of this private placement.
Item 5 Interest in Securities of the Issuer
- ------ ------------------------------------
(a) Amount beneficially owned: 526,304 shares
Percent of Class: 21.47%
(b) Number of Shares as to which such person has:
Jack A. Sweeney
(i) Sole power to vote to
direct the vote 526,304
(ii) shared power to vote or
to direct the vote 0
(iii) sole power to dispose or
direct the disposition of 526,304
(iv) shared power to dispose
of direct disposition of 0
Total beneficially owned 526,304
Percent of class 21.47%
(c) The following is a list of transactions which were consummated
within sixty (60) days of the date of this filing all of which
transactions were consummated for cash:
<TABLE>
<CAPTION>
Per Share Where and How
Name of Purchaser Date Number of Shares Purchase Price Effected
- ----------------- ---- ---------------- -------------- --------
<S> <C> <C> <C> <C>
Jack A. Sweeney 6/5/98 4,000 $9.25 Private purchase for
cash
Jack A. Sweeney 7/27/98 50,000 $9.50 Purchase for cash
through Merrill, Lynch,
Pierce, Fenner & Smith
</TABLE>
Page 4 of 6 Pages
<PAGE>
(d) Not applicable
(e) Not applicable
Item 6 Contracts, Arrangements, Understandings or Relationships with
- ------ -------------------------------------------------------------
respect to Securities of the Issuer
-----------------------------------
Mr. Sweeney holds options under the Issuer's 1991 Stock Option Plan to
purchase 45,000 shares of the Issuer's Common Stock. These options are
fully vested and exercisable ten years from the date of grant.
Item 7 Materials to be Filed as Exhibits
- ------ ---------------------------------
(a) The Issuer's 1991 Stock Option Plan and standard form of Stock
Option Agreement were attached as Exhibits 4.1 and 4.2 to the
Issuer's Registration Statement on Form S-8 filed with the
Commission effective on or about August 20, 1996.
(b) A copy of the Subscription Booklet which contains the
Subscription Agreement being used by the Issuer in connection
with the private placement discussed in response to Item 4 hereof
is attached as Exhibit 4.1.
SIGNATURE
After reasonable inquiry, to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 25, 1998 Jack A. Sweeney
/s/ Jack A. Sweeney
-------------------
Jack A. Sweeney
Page 5 of 6 Pages
<PAGE>
AGREEMENT
FILE FORM 13D
The undersigned hereby agrees that a statement of beneficial ownership on
Schedule 13D shall be filed with the Securities and Exchange Commission on
behalf of each of the undersigned.
Dated: August 25, 1998
/s/ Jack A. Sweeney
-------------------
Jack A. Sweeney
Page 6 of 6 Pages
<PAGE>
EXHIBIT 4.1
FIRST REGIONAL BANCORP
A CALIFORNIA CORPORATION
SUBSCRIPTION BOOKLET
----------------------------
Name of Offeree
--------------
Booklet Number
<PAGE>
FIRST REGIONAL BANCORP
A CALIFORNIA CORPORATION
SUBSCRIPTION BOOKLET
This Subscription Booklet contains the Subscription Agreement to
purchase shares of First Regional Bancorp Common Stock at $9.00 per share.
Please complete the Subscription Agreement and appropriate Signature Pages in
full and return them to First Regional Bancorp, 1801 Century Park East, Los
Angeles, California 90067, attn: Jack A. Sweeney, Chairman and Chief Executive
Officer. Upon acceptance of your subscription, a copy of your accepted
Subscription Agreement will be returned to you.
1
<PAGE>
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
2
<PAGE>
UNDER THE ACT, AND THIS SECURITY HAS NOT BEEN QUALIFIED 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
3
<PAGE>
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.
f. The Shares being acquired will be acquired for Subscriber's 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 obtains 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)
____________ [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;
4
<PAGE>
____________ [iv] A natural person or an entity who either alone
or with the Subscriber's purchaser 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:
____________________________________________________________________________
____________________________________________________________________________
(Specify joint tenancy, community property, tenancy in common, etc.)
____________________________________________________________________________
(Title or capacity of signing party if Subscriber is a corporation, trust or
other form of business organization.)
- ---------------------------
* 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.
5
<PAGE>
PLEASE TYPE OR PRINT THE FOLLOWING INFORMATION:
-------------
- --------------------------------------------------------------------------------
Full name(s) of Subscriber
Social Security or Tax Payer Identification Number of Subscriber:_______________
- ------------------------------------------
Taxable year if other than a calendar year
*
- --------------------------------------------------------------------------------
Address of Permanent Residence
________ I hereby acknowledge and certify by checking 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
___________________________________________ Dated: ________________, 1998
Subscriber's Signature
- --------------------------------------
Title or Capacity if Subscriber is a
corporation, partnership or other form
of business organization
- --------------------------------
* 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.
6
