0001104659-04-036411.txt : 20041116 0001104659-04-036411.hdr.sgml : 20041116 20041116171549 ACCESSION NUMBER: 0001104659-04-036411 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041116 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10232 FILM NUMBER: 041150244 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 8-K 1 a04-13758_18k.htm 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report: November 16, 2004

(Date of earliest event reported)

First Regional Bancorp

(Exact name of registrant as specified in its charter)

California		000-10232		95-3582843
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1801 Century Park East, Suite 800
Los Angeles, California 90067

(Address of principal executive offices, including zip code)

(310) 552-1776

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On November 16, 2004, First Regional Bancorp announced that it has given notice to all holders of its 6% convertible subordinated debentures due 2023 that First Regional is exercising its right to call all of the debentures, which redemption shall take place December 16, 2004. The aggregate outstanding principal amount of the debentures is $14,940,000. The redemption price will be 100% of the principal amount plus accrued interest to the redemption date. The redemption notice is irrevocable.

The indenture governing the debentures grants First Regional this redemption right in the event that, for any thirty (30) consecutive trading day period, the average closing price (or, if no trades, the average of the closing bid and ask prices) is at least 140% of the conversion price then in effect. As of November 15, 2004, the conversion price was $27.50 and, accordingly, 140% of the conversion price was $38.50. As of November 15, 2004, the average closing price of the company’s common stock for the thirty (30) consecutive trading days ending on such date was greater than $38.50.

The holders of the debentures have the option to convert all or a portion of their debentures into shares of First Regional common stock at the conversion price of $27.50. This option expires at the close of business on the redemption date, December 16, 2004. Pursuant to Section 203 of the indenture governing the debentures, no payment or adjustment is to be made on conversion for accrued interest.

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein may constitute forward-looking statements. Although First Regional believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from First Regional’s expectations include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which First Regional conducts its operations.

Item 9.01 Financial Statements and Exhibits.

99 Press Release of First Regional Bancorp, dated November 16, 2004

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 16, 2004

	FIRST REGIONAL BANCORP


	By:	/s/ Thomas E. McCullough
		Thomas E. McCullough
		Corporate Secretary

Exhibit Index

99 Press Release of First Regional Bancorp, dated November 16, 2004

EX-99 2 a04-13758_1ex99.htm EX-99

Exhibit 99

News Release

First Regional	1801 Century Park East	Jack A. Sweeney
Bancorp	Century City, California 90067	Board Chairman
	Telephone (310) 552-1776	Chief Executive Officer
	Facsimile (310) 552-1772

IMMEDIATE RELEASE

First Regional Bancorp Gives Notice Of Redemption
Of Convertible Subordinated Debentures

CENTURY CITY, CALIFORNIA, NOVEMBER 16, 2004 - First Regional Bancorp (Nasdaq: FRGB) announced today that it has given notice to all holders of the company’s 6% convertible subordinated debentures due 2023 that it is exercising its right to call all of the debentures, which redemption shall take place December 16, 2004. The aggregate outstanding principal amount of the debentures is $14,940,000. The redemption price will be 100% of the principal amount plus accrued interest to the redemption date. The redemption notice is irrevocable.

The indenture governing the debentures grants the company this redemption right in the event that, for any thirty (30) consecutive trading day period, the average closing price (or, if no trades, the average of the closing bid and ask prices) is at least 140% of the conversion price then in effect. The conversion price is currently $27.50 and, accordingly, 140% of the conversion price is $38.50. As of November 15, 2004, the average closing price of the company’s common stock for the thirty (30) consecutive trading days ending on such date was greater than $38.50.

The holders of the debentures have the option to convert all or a portion of their debentures into shares of common stock at the conversion price of $27.50. This option expires at the close of business on the redemption date, December 16, 2004.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities of the company and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

First Regional Bancorp is a bank holding company headquartered in Century City. Its subsidiary, First Regional Bank, specializes in providing businesses and professionals with the management expertise of a major bank and the personalized service of an independent.

Forward-looking Statements

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