-----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, DJGK7692bB79JAIuaUHIyZC2jWPn+PnBsK199cmc6ciyxKcJ9lo0FLbCqHxlTuqk 5antKT1QN8L5UiBwGmZi+A== 0001047469-99-010584.txt : 19990322 0001047469-99-010584.hdr.sgml : 19990322 ACCESSION NUMBER: 0001047469-99-010584 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990319 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 SEC ACT: SEC FILE NUMBER: 005-34069 FILM NUMBER: 99569333 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: NEW MOON TRUST UDT CENTRAL INDEX KEY: 0001082256 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90057 BUSINESS PHONE: 3105511400 MAIL ADDRESS: STREET 1: NEW MOON TRUST UDT STREET 2: 1875 CENTURY PARK EAST 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D 1 SCHED 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB NUMBER 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response 14.90 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* First Regional Bancorp - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 33615 C - -------------------------------------------------------------------------------- (CUSIP Number) New Moon Trust c/o Barry L. Guterman, Special Trustee 1875 Century Park East, Suite 1500, Los Angeles, CA 90067-2500 (310) 551-1400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 9, 1999 - -------------------------------------------------------------------------------- (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 / /. 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). Page 1 of 9 pages SCHEDULE 13D - ----------------------------------- ------------------------- CUSIP No. 33615 C Page 2 of 9 Pages - ----------------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON New Moon Trust, UDT dated June 1, 1995 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 192,000 OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ----------------------------------------------------------------- WITH 8 SHARED DISPOSITIVE POWER 192,000 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,000 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / / SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.44% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- Pages 2 of 9 pages SCHEDULE 13D - ----------------------------------- ------------------------- CUSIP No. 33615 C Page 3 of 9 Pages - ----------------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Barry L. Guterman, Special Trustee - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 192,000 OWNED BY EACH ----------------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 192,000 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,000 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / / SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.44% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN Page 3 of 9 pages SCHEDULE 13D - ----------------------------------- ------------------------- CUSIP No. 33615 C Page 4 of 9 Pages - ----------------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Joyce Sudikoff, Trustee - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH REPORTING 192,000 PERSON WITH ----------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 192,000 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,000 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / / SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.44% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 4 of 9 pages SCHEDULE 13D - ----------------------------------- ------------------------- CUSIP No. 33615 C Page 5 of 9 Pages - ----------------------------------- ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey P. Sudikoff, Trustee - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) / / - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER ---------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 192,000 OWNED BY EACH ---------------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH ---------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 192,000 - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,000 - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN / / SHARES* - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.44% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- Page 5 of 9 pages Item 1. SECURITY AND ISSUER This Statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, CUSIP Number 33615 C (the "Common Stock"), of First Regional Bancorp (the "Issuer"), which has its principal executive offices at 1801 Century Park East, Suite 800, Los Angeles, California 90067. Item 2. IDENTITY AND BACKGROUND The persons filing this Schedule 13D are New Moon Trust UDT dated June 1, 1995 (the "Trust"), Barry L. Guterman, Special Trustee of the Trust (the "Special Trustee"), and Joyce and Jeffrey Sudikoff, who are each both trustors and trustees of the Trust. The business address of the Trust and the Special Trustee is 1875 Century Park East, 15th Floor, Los Angeles, California 90067. The business address of Mr. and Mrs. Sudikoff is 1901 Main Street, Santa Monica, California 90405. The Trust, the Special Trustee and Mr. and Mrs. Sudikoff are sometimes referred to as the "Filing Persons." The Trust owns various publicly-traded securities and various other assets. The Special Trustee is an attorney practicing in Los Angeles, California. Mr. and Mrs. Sudikoff are private investors for their own account. During the last five years, except as set forth below, none of the Filing Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, except as set forth below, none of the Filing Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On February 19, 1999, Mr. Sudikoff entered into a plea agreement to resolve all issues relating to a criminal action brought against him by representatives of the federal government. Under such plea agreement, under 15 U.S.C. Section 78ff, Mr. Sudikoff pled guilty to one violation of 15 U.S.C. Section 78p(a) and two violations of 15 U.S.C. Section 78j(b). Sentencing for these violations is pending. Additionally, under the plea agreement Mr. Sudikoff agreed to pay a fine of $3 million. A civil action against Mr. Sudikoff relating to these matters is also pending. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The funds used by the Trust to acquire shares of Common Stock were derived from assets of the Trust. Item 4. PURPOSE OF TRANSACTION The Trust acquired the shares of Common Stock for investment purposes only and does not presently have any plans or proposals which relate to or would result in the realization of any of items (a) through (j) of Item 4 of the Instructions to Schedule 13D. Page 6 of 9 pages Item 5. INTEREST IN THE SECURITIES OF THE ISSUER A. The Filing Persons beneficially own 192,000 shares of Common Stock (the "Shares"), for an aggregate of 6.44% of the 2,982,027 shares of Common Stock outstanding as of February 23, 1999. B. The Filing Persons have shared voting power with respect to the shares of the Common Stock of the Issuer held by the Trust. C. The Filing Persons acquired the Shares as follows:
Date of Shares Acquired Price Per Transaction Acquisition Share ---------- --------------- --------- -------------------- 6/22/98 2,100 9.31 open market purchase 8/19/98 2,000 9.56 open market purchase 8/25/98 2,000 9.31 open market purchase 8/26/98 4,500 9.25 open market purchase 8/27/98 100,000 9.00 privately negotiated purchase 8/28/98 1,000 9.06 open market purchase 8/28/98 1,000 10.06 open market purchase 9/01/98 9,800 9.43 open market purchase 9/01/98 19,600 9.37 open market purchase 3/9/99 50,000 8.75 open market purchase Total 192,000
D. Not applicable. E. Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Certification of Trust of New Moon Trust UDT June 1, 1995. Item 7. MATERIAL TO BE FILED AS EXHIBITS The Filing Persons file as exhibits the following: Certification of Trust of New Moon Trust UDT June 1, 1995. Page 7 of 9 pages 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: March 18, 1999 NEW MOON TRUST UDT June 1, 1995 By: /s/ Barry L. Guterman ---------------------------------- Barry L. Guterman, Special Trustee Page 8 of 9 pages EXHIBIT INDEX EXHIBIT PAGE NO. Certification of Trust of New Moon Trust UDT June 1, 1995 Page 9 of 9 pages EX-99 2 EXHIBIT 99 CERTIFICATION OF TRUST NEW MOON TRUST BARRY L. GUTERMAN, as Special Trustee of the NEW MOON TRUST, certifies as follows: 1. CREATION OF TRUST The Trust was created on June 1, 1995, under a Declaration of Trust executed on that date ("Trust"), and amended and restated by instrument dated July 24, 1997. 2. NAME OF TRUST The name of the Trust is the NEW MOON TRUST. 3. TRUSTEE The currently acting Trustees of the Trust are JEFFREY P. SUDIKOFF and JOYCE M. SUDIKOFF. The currently acting Special Trustee is BARRY L. GUTERMAN. Hereinafter Jeffrey P. Sudikoff, Joyce M. Sudikoff and Barry L. Guterman are individually and collectively referred to as the "Trustee" or "trustee of the Trust." 4. TRUST PROPERTY The Trustee is now holding as trustee of the Trust one or more items of real and personal property, both tangible and intangible, consisting of the community and separate property of the Trustors, which constitute the Trust property. 5. REVOCABILITY OF TRUST The Trust is revocable. 6. POWERS OF TRUSTEES The Trustee has certain powers which are set forth in the Declaration of Trust, as amended and restated, including the following powers pertaining to any and all property held under the Trust, in addition to those powers which are now or in the future conferred upon the Trustee under the laws of the State of California: 1. GENERAL INVESTMENTS. To invest and reinvest the trust funds in any kind of property (real, personal or mixed) and every kind of investment which investors of prudence, discretion and intelligence acquire for their own account; permissible investments include, but are not limited to, corporate obligations of any kind, corporate stocks (preferred or common), mutual funds, mortgage participations, interests in investment trusts, and shares in investment companies. In addition, any corporate Trustee may invest in a common trust fund administered by the Trustee. 2. SECURITIES TRANSACTIONS. To purchase securities on margin, borrow money using securities or any trust property as collateral, purchase and sell commodities, purchase and sell securities options, sell short, and engage in any transaction involving any combination of these powers. 3. INCOME-PRODUCING PROPERTY. To continue to hold any income-producing property that the Trustee receives or acquires under the Trust as long as the Trustee deems advisable. 4. NON INCOME PRODUCING PROPERTY. To retain, purchase, or acquire unproductive property. 5. LIFE INSURANCE. To retain, purchase, or acquire life insurance policies on the life of any person and to exercise all rights of ownership contained in those policies. 6. STOCK AND SECURITIES POWERS. To have all rights, powers and privileges of an owner of the securities held in trust, including, but not limited to, the power to vote, give proxies, and pay assessments; to participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers, liquidations, sales, and leases, and in connection with such participation, to deposit securities with and transfer title to any protective or other committee, as the Trustee may deem advisable; and to exercise or to sell stock subscriptions or conversion rights. 7. TITLE HOLDING TO TRUST ASSETS. To hold securities or other property in the Trustee's name as Trustee under the Trust or in the name of a nominee. The Trustee may also hold securities that are unregistered in such condition that ownership will pass by delivery. 8. BUSINESS INTERESTS HELD IN TRUST. To continue to hold and operate, to sell, or to liquidate, at the risk of the trust estate, and at the Trustee's discretion, any business, partnership interest or capital stock of any corporation that the Trustee receives or acquires under any trust established under the Trust. In connection with the powers given the Trustee under this subparagraph, the Trustee shall have the power to guarantee any indebtedness incurred by any such business, partnership or corporation, to execute and deliver evidences of such guarantee, and to pledge, hypothecate or otherwise encumber any part or all of the trust estate to secure payment of any indebtedness or guarantee, and to repay such indebtedness out of the trust estate. 2 9. REAL AND PERSONAL PROPERTY--GENERAL POWERS. To manage, control, grant options on, sell (for cash or on deferred payments, with or without security), convey, exchange, partition, divide, improve, repair and otherwise exploit and develop all real and personal trust property. 10. LEASES OF TRUST PROPERTY. To lease trust property for terms within or beyond the term of the Trust and for any purpose, including but not limited to, exploration for and removal of gas, oil, and other minerals; and to enter into community oil leases, pooling, and unitization agreements. 11. TRUST DEBTS--GENERAL POWERS. To borrow money, and to encumber or hypothecate trust property by mortgage, deed of trust, pledge, or otherwise, for the debts of the trust or the joint debts of the trust and a co-owner of trust property; while both Trustors are living, to guarantee any indebtedness incurred by either or both of them; and in connection with any guarantee, to execute and deliver promissory notes or other evidences of such indebtedness or guarantee of the Trustee. 12. LITIGATION ON BEHALF OF TRUST. To commence or defend such litigation in connection with the Trust or any Trust property as the Trustee may deem advisable, at the expense of the Trust. The Trustee shall also have the power to compromise, submit to arbitration, abandon, or otherwise adjust any claims or litigation against or in favor of the Trust. 13. EMPLOYMENT OF TRUST AGENTS. To employ investment advisors, attorneys, accountants, and any other agents or advisors to assist the Trustee in the administration of the Trust. 14. LIABILITY INSURANCE. To carry insurance of such kinds and in such amounts as the Trustee deems advisable, at the expense of the trust estate, in order to protect the Trust against any damage or loss, and to protect the Trustee personally against any liability arising from actions taken in good faith by the Trustee on behalf of the Trust. 15. TRANSACTIONS BETWEEN TRUST AND TRUSTEE. To loan or advance the Trustee's own funds to the Trust for any trust purpose, with interest at current rates; to receive security for such loans in the forms of a mortgage, pledge, deed of trust, or other encumbrance of any assets of the trust; to purchase assets of the trust at their fair market value as determined by an independent appraisal of those assets; to sell the Trustee's own property to the Trust at a price not in excess of its fair market value as determined by an independent appraisal; and to lease assets to or from the Trust for fair rental value as determined by an independent appraisal. 16. LOANS TO AND FROM PROBATE ESTATE OF A TRUSTOR OR TRUST CREATED BY EITHER TRUSTOR. To loan funds or assets belonging to the Trust to the probate estate of either Trustor, from one trust to any other trust created under the Trust, or to any trust created by either or both of the Trustors, upon such equitable terms and in such amounts as the Trustee deems advisable. 3 17. PURCHASES FROM PROBATE ESTATE OF A TRUSTOR OR FROM TRUST CREATED BY EITHER TRUSTOR. To purchase property from the probate estate of either Trustor, or from any trust created by either or both of the Trustors, at its fair market value. 7. CONFIDENTIALITY OF TRUST The Trustors intend that this Trust shall be confidential, and Trustee shall not disclose the names of any of the beneficiaries without the express written consent of the Trustors. Additionally, the Trustee cannot furnish a copy of this Trust to any person or entity without the express written consent of the Trustors. The purpose of this provision is to insure the privacy of the Trustors and their family, and shall in no way be interpreted as an attempt to mislead any person or entity engaged in a transaction with the Trust. 1. Trustee is empowered to execute a certification of trust in accordance with the provisions of California Probate Code Section 18100.5. The certification shall comply with the Trustors' desire for confidentiality. 8. NO REVOCATIONS, MODIFICATIONS, OR AMENDMENTS The Trust has not been revoked, modified, or amended in any manner which would cause the representations contained in this certification of Trust to be incorrect. 9. SIGNED BY THE CURRENTLY ACTING SPECIAL TRUSTEE This Certification is being signed by the currently acting Special Trustee of the Trust. 10. ACCURACY This Certification of Trust is a true and accurate statement of the matters referred to herein. 11. SIGNATURE AUTHORITY The signature of only one Trustee is required to exercise the powers of the trustee under the Trust. A written instruction or written authorization by either of the Trustors or the Trustees is needed for the Special Trustee to exercise the powers of the trustee under the Trust. 4 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Date: March 18, 1999 ----------------------- /s/ Barry L. Guterman ---------------------------------------- BARRY L. GUTERMAN, SPECIAL TRUSTEE OF THE NEW MOON TRUST DATED JUNE 1, 1995 ACKNOWLEDGMENT State of California ) ) SS County of Los Angeles ) On March 18, 1999 before me, Cynthia L. Burgess a notary public in and for the State of California, personally appeared BARRY L. GUTERMAN personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity as the Special Trustee, and that by his signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature /s/ Cynthia L. Burgess (SEAL) ------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----