-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AHM5YrUiHi+rwxVAxHiknaPnk+jVdA4DbCGIGNhTkNZYfWs1dDk4gMH4yDEATjgZ kD7Yxaa04+lJ/DEVR6CebQ== 0000944209-98-001565.txt : 19980826 0000944209-98-001565.hdr.sgml : 19980826 ACCESSION NUMBER: 0000944209-98-001565 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980825 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST REGIONAL BANCORP CENTRAL INDEX KEY: 0000356708 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953582843 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34069 FILM NUMBER: 98697380 BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105521776 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN BANCORP DATE OF NAME CHANGE: 19880309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWEENEY JACK A CENTRAL INDEX KEY: 0001068904 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D -------------------------------- / OMB APPROVAL / -------------------------------- / OMB Number: 3235-0145 / / Expires: December 31, 1997 / / Estimated average burden / / hours per response.... 14.90 / ------------------------------- 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 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. 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 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:
Per Share Where and How Name of Purchaser Date Number of Shares Purchase Price Effected - ----------------- ---- ---------------- -------------- -------- 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
Page 4 of 6 Pages (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 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 EX-4.1 2 SUBSCRIPTION BOOKLET EXHIBIT 4.1 FIRST REGIONAL BANCORP A CALIFORNIA CORPORATION SUBSCRIPTION BOOKLET ---------------------------- Name of Offeree -------------- Booklet Number 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 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 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 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 ____________ [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 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 -----END PRIVACY-ENHANCED MESSAGE-----