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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. 2)*
First Regional Bancorp**
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
33615C
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(CUSIP Number)
Gary M. Horgan
Horgan, Rosen, Beckham & Coren, L.L.P.
21700 Oxnard Street, Suite 1400, Woodland Hills, CA 91365
(818) 340-6100
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 10, 2000 (Anticipated)
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(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 (S)(S)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 (S)240.13d-7 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>
CUSIP No. 33615C
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Jack A. Sweeney - S.S. No. ###-##-####
______________________________________________________________________________
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
U.S.A.
______________________________________________________________________________
Number of 7. Sole Voting Power 1,321,459
Shares ____________________________________________________________
Beneficially
Owned by 8. Shared Voting Power 0
Each ____________________________________________________________
Reporting
Person 9. Sole Dispositive Power 1,175,209
With ____________________________________________________________
10. Shared Dispositive Power 0
______________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,321,459
______________________________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
The aggregate total number of shares in Row 7 and Row 11 represents 477,604
shares wholly owned by the reporting person, 48,700 shares owned by the Sweeney
Foundation, 146,250 unallocated shares of Common Stock held, for the benefit of
employees, pursuant to an Employee Stock Ownership Plan (ESOP) and 648,905
shares that will be transferred to Mr. Sweeney pursuant to a settlement
agreement, an abstract of which is attached to this Schedule 13D as Exhibit
4.1.1.
Mr. Sweeney, as trustee of First Regional Bancorp's ESOP, has no
dispositive power or pecuniary interest in any of the ESOP shares and is not a
participant in the ESOP itself. In addition, Mr. Sweeney had only limited
voting rights as to the 146,250 unallocated ESOP shares. The filing of this
Schedule 13D shall not be construed as an admission of beneficial ownership
under either Section 13(d) or 13(g) of the Act in regard to any of the shares in
the ESOP.
______________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
47.0%
______________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
______________________________________________________________________________
<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 A. 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 and its
holding company, First Regional Bancorp/1/, located at 1801
Century Park East, Suite 800, Los Angeles, California 90067.
(d) None
(e) None
(f) 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. It is anticipated that 648,905 shares will be transferred to
Mr. Sweeney pursuant to a settlement agreement, an abstract of which is attached
to this Schedule 13D as Exhibit 4.1.1.
Item 4. Purpose of Transaction
Mr. Sweeney will receive 648,905 shares pursuant to a settlement agreement
resolving a dispute with Mr. Mark Rubin, a former director of First Regional
Bancorp regarding their real estate development activities which are entirely
outside of First Regional Bancorp. Pursuant to the settlement agreement Mr.
Rubin resigned as a director of First Regional Bancorp and will transfer the
aforementioned shares to Mr. Sweeney. In addition, Mr. Sweeney resigned as
director of, and will transfer to Mr. Rubin all his interest in, Regional
Properties, Inc., a California corporation, Regional Financial Corporation, also
known as, Regional Management Company, Regional Management Corporation, a
California corporation, and Jamco Holdings Corporation. It is anticipated that
the exchange of stock will take place on or around January 10, 2000.
- --------------------------
/1/ Formerly Great American Bancorp
<PAGE>
The securities of the Issuer obtained by Mr. Sweeney have been acquired for
investment purposes, as well as, to facilitate the implementation of the
settlement agreement. The reporting person currently does not know of or intend
to commence any plans or proposals concerning any extraordinary corporate
transaction of the Issuer such as a merger, reorganization or liquidation,
involving the issuer or any of its subsidiaries. Other than the transfer of the
648,905 shares as stated in Item 3, the reporting person currently does not know
of or intend to commence any plans for the sale or transfer of a material amount
of assets of the Issuer or its subsidiaries. Other than the resignation of Mr.
Rubin, the reporting person currently does not know of or intend to commence any
change in the present board of directors or management of the Issuer; any
material change in the present capitalization or dividend policy of the Issuer;
any change in the Issuer's business or corporate structure, 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 the Act or any
similar action.
Item 5. Interest in Securities of the Issuer
(a) Amount beneficially owned: 1,321,459
Percent of Class: 47.0%
(b) Sole Power to Vote or Direct the Vote 1,321,459
Shared Power to Vote or Direct the Vote 0
Sole Power to Dispose or Direct the
Disposition of 1,175,209
Shared Power to Dispose or Direct the
Disposition of 0
Percent of Class 41.8%
(c) The following is a list of transactions which were consummated
and anticipated within sixty (60) days of the date of this filing.
<TABLE>
<CAPTION>
Per Share Where and How
Name of Purchaser Date Number of Shares Purchase Price Affected
- ----------------- ----------- ---------------- -------------- -------------------
<S> <C> <C> <C> <C>
Jack A. Sweeney 1/10/2000 648,905 N/A Pursuant to
Settlement Agmt.
</TABLE>
(d) Not Applicable
(e) Not Applicable
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
As stated in the response to Item 4, Mr. Sweeney will receive 648,905 shares
pursuant to a settlement agreement involving a dispute with Mr. Mark Rubin, a
former director of First Regional Bancorp. In addition, Mr. Sweeney holds
options under the Issuer's 1991 Stock Option Plan to purchase 30,000 shares of
the Issuer's Common Stock. These options are fully vested and exercisable and
Mr. Sweeney plans on exercising these options prior to their expiration in
January, 2000.
Item 7. Material 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) An abstract of the anticipated settlement agreement referred to in
Item 4 is attached as Exhibit 4.1.1.
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: December 6, 1999
/s/ Jack A. Sweeney
----------------------------------
Jack A. Sweeney
<PAGE>
EXHIBIT 4.1.1
Abstract of Settlement Agreement
<PAGE>
REDACTED VERSION OF THE
AGREEMENT OF COMPROMISE, SETTLEMENT AND RELEASE
(see note on page 3 of Redacted Version)
This "Agreement of Compromise, Settlement and Release" (this "Agreement")
is entered into as of November 24, 1999.
A. Parties.
-------
The parties to this Agreement are as follows:
1. MARK RUBIN ("M.Rubin");
[2-9 deleted]
10. REGIONAL PROPERTIES, INC., a California corporation ("RPI");
11. REGIONAL FINANCIAL CORPORATION, a California corporation also
known as and doing business as REGIONAL MANAGEMENT COMPANY ("RFC");
12. REGIONAL MANAGEMENT CORPORATION, a California corporation
("RMC");
13. JAMCO HOLDINGS CORPORATION ("Jamco");
[14-17 deleted]
18. JACK A. SWEENEY ("J.Sweeney");
[19-33 deleted]
B. Recitals.
--------
This Agreement is entered into with reference to the following facts:
1. Sweeney (or some combination of family members and family trusts
and/or other family entities) currently owns, will own and will have the power,
authority and right to transfer 29.166% of the currently outstanding and issued
shares of RPI;
2. Sweeney (or some combination of family members and family trusts
and/or other family entities) currently owns, will own and will have the power,
authority and right to transfer 50% of the currently outstanding and issued
shares of RFC:
3. Sweeney (or some combination of family members and family trusts
and/or other family entities) currently owns, will own and will have the power,
authority and right to transfer 33.333% of the currently outstanding and issued
shares of RMC;
1
<PAGE>
4. Sweeney (or some combination of family members and family trusts
and/or other family entities) currently owns, will own and will have the power,
authority and right to transfer 33.333% of the currently outstanding and issued
shares of Jamco;
[5 deleted]
6. Rubin (or some combination of family members and family trusts
and/or other family entities) currently owns, will own and will have the power,
authority and right to transfer 648,905 of the currently outstanding and issued
shares of FRBancorp (collectively, "Rubin's Bank Stock"). RPI owns none of the
currently outstanding and issued shares of FRBancorp;
[7-13 deleted]
C. Agreement.
---------
[1-9 except for 9(a), (b), (c) and (d) deleted]
9. (a) Concurrently with the execution of this Agreement, M.Rubin
shall tender to FRBancorp an executed resignation (the approved form of which is
attached hereto as Exhibit "A"), whereby M.Rubin resigns effective immediately
as a director of FRBancorp.
(b) Concurrently with the execution of this Agreement, J.Sweeney
shall tender to RPI, RFC, RMC and Jamco an executed resignation (the approved
form of which is attached hereto as Exhibit "B") whereby J.Sweeney resigns as an
officer and director of RPI, RFC, RMC and Jamco.
(c) Rubin shall transfer all shares, rights, titles and
interests in and to Rubin's Bank Stock to J.Sweeney (or to such recipient as
J.Sweeney may hereinafter designate) on January 10, 2000 (or on some later date
as M.Rubin and J.Sweeney may hereinafter mutually agree) (hereinafter, the
"Exchange Date");
(d) Concurrently with the transfer set forth hereinabove of
Rubin's Bank Stock to J.Sweeney, on the Exchange Date Sweeney shall also
transfer all of his shares, rights, titles and interests in and to RPI, RFC, RMC
and Jamco to M.Rubin (or to such recipient as M.Rubin may hereinafter
designate);
[9(e)-(g) deleted]
[10-29 deleted]
IN WITNESS WHEREOF, the Parties hereto have each approved and executed this
Agreement as of the effective date set forth above.
MARK RUBIN
_____________________________________
By Mark Rubin
2
<PAGE>
REGIONAL PROPERTIES, INC.
_____________________________________
By Mark Rubin
Its President and Authorized Signatory
REGIONAL FINANCIAL CORPORATION, also known as and
doing business as REGIONAL MANAGEMENT COMPANY
_____________________________________
By Mark Rubin
Its Secretary and Authorized Signatory
REGIONAL MANAGEMENT CORPORATION
_____________________________________
By Mark Rubin
Its President and Authorized Signatory
JAMCO HOLDINGS CORPORATION
_____________________________________
By Mark Rubin
Its Secretary and Authorized Signatory
JACK A. SWEENEY
____________________________________
By Jack A. Sweeney
[OTHER SIGNATORIES DELETED]
Note: The information deleted pertains to other aspects of the Settlement
Agreement that are not relevant to the information requested in Schedule
13-D. The Settlement Agreement contains certain confidentiality
restrictions.
3
