-----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, NylaZRoFRmLUSGADkBTBpORqZHcSYk6YpatjgHiH2YzSa12NoOYLvANs/tnUm6vW +LU47RKsmmNz9/k4Ra145Q== 0000944209-99-001876.txt : 19991208 0000944209-99-001876.hdr.sgml : 19991208 ACCESSION NUMBER: 0000944209-99-001876 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991207 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: 99769991 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 SCHEDULE 13D/A#2 - -------------------------------------------------------------------------------- SEC 1746 (2-98) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. - -------------------------------------------------------------------------------- ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 ------------------------------ Expires: November 30, 1999 ------------------------------ Estimated average burden hours per response. . . 14.9 ------------------------------ 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** - -------------------------------------------------------------------------------- (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) January 10, 2000 (Anticipated) - -------------------------------------------------------------------------------- (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 CUSIP No. 33615C - -------------------------------------------------------------------------------- 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 ______________________________________________________________________________ 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 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.
Per Share Where and How Name of Purchaser Date Number of Shares Purchase Price Affected - ----------------- ----------- ---------------- -------------- ------------------- Jack A. Sweeney 1/10/2000 648,905 N/A Pursuant to Settlement Agmt.
(d) Not Applicable (e) Not Applicable 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 EX-4.1.1 2 ABSTRACT OF SETTLEMENT AGREEMENT EXHIBIT 4.1.1 Abstract of Settlement Agreement 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----