Page 1 of 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1999 Commission File No. 0-10232 FIRST REGIONAL BANCORP (Exact name of registrant as specified in its charter) California 95-3582843 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1801 Century Park East Los Angeles, California 90067 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 552-1776 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value -------------------------- (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- Aggregate market value of Common Stock held by non-affiliates as of March 21, 2000: $9,534,669 Number of shares of Common Stock outstanding at March 21, 2000: 2,810,997. Documents incorporated by reference and parts of Form 10-K into which incorporated: Portions of Proxy Statement for 2000 Annual Meeting of Share- PART III holders (to be filed within 120 days of fiscal year end) Annual Report on Form 10-K for the Years Ended December 31, PART IV 1982, 1987, 1988, 1991, and 1993 Registration Statement on Form 10 as Filed with the Commission PART IV in March, 1982 Registration Statement on Form S-14 Filed with the Commission PART IV on December 2, 1981 (File Number 2-75140) 2 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. First Regional Bancorp By: /s/ Jack A. Sweeney -------------------------------------- Jack A. Sweeney, Chairman of the Board Chief Executive Officer Date: March 23, 2000 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jack A. Sweeney Director, Chairman March 23, 2000 - ----------------------- of the Board and Chief Jack A. Sweeney Executive Officer /s/ Lawrence J. Sherman Director, Vice Chairman March 23, 2000 - ------------------------ of the Board Lawrence J. Sherman /s/ H. Anthony Gartshore Director and President March 23, 2000 - ------------------------ H. Anthony Gartshore /s/ Thomas McCullough Director, Chief March 23, 2000 - ------------------------ Financial Officer and Thomas E. McCullough Chief Accounting Officer /s/ Gary Horgan Director March 23, 2000 - --------------------- Gary Horgan /s/ Fred M. Edwards Director March 23, 2000 - ------------------------ Fred M. Edwards 3 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholders of First Regional Bancorp and Subsidiary Century City, California: We have audited the accompanying consolidated balance sheets of First Regional Bancorp and subsidiary (the "Company") as of December 31, 1999 and 1998, and the related consolidated statements of earnings, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of First Regional Bancorp and its subsidiary as of December 31, 1999 and 1998, and the results of their earnings and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States of America. /s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP January 28, 2000