-----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, JGGES25BD3wrNnYq43Skz06c/2pJUCNZdSnu9d5gdT/fP36CJz98jw/HW+lCfi4e 4T7hBBVDtTM8LBAqSLxqBw== 0000899140-99-000200.txt : 19990319 0000899140-99-000200.hdr.sgml : 19990319 ACCESSION NUMBER: 0000899140-99-000200 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990318 GROUP MEMBERS: BASSWOOD PARTNERS L P ET AL GROUP MEMBERS: BENNETT LINDENBAUM GROUP MEMBERS: MATTHEW LINDENBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOOTHILL INDEPENDENT BANCORP CENTRAL INDEX KEY: 0000718903 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953815805 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47741 FILM NUMBER: 99568276 BUSINESS ADDRESS: STREET 1: 510 S GRAND AVE CITY: GLENDORA STATE: CA ZIP: 91741 BUSINESS PHONE: 9095999351 MAIL ADDRESS: STREET 1: 510 S. GRAND AVENUE CITY: GLENDORA STATE: CA ZIP: 91741 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSWOOD PARTNERS L P ET AL CENTRAL INDEX KEY: 0000942793 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Foothill Independent Bancorp - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 344905104 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas M. Cerabino, Esq., Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New York 10019 (212) 728-8000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 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. 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-l(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). SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 344905104 Page 2 of 15 Pages - -------------------------------------------------------------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORT PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basswood Partners, L.L.C. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) |X| - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 553,421 PERSON WITH --------- ------------------------------------------------ 8 SHARED VOTING POWER --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 553,421 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 553,421 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.24 % - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 15 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 344905104 Page 3 of 15 Pages - -------------------------------------------------------------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORT PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew Lindenbaum - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) |X| - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 553,421 PERSON WITH --------- ------------------------------------------------ 8 SHARED VOTING POWER --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 553,421 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 553,421 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.24 % - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 3 of 15 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 344905104 Page 4 of 15 Pages - -------------------------------------------------------------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORT PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bennett Lindenbaum - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) |X| - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 553,421 PERSON WITH --------- ------------------------------------------------ 8 SHARED VOTING POWER --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 553,421 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 553,421 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.24 % - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 4 of 15 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. The purpose of this Amendment No. 7 to the previously filed Schedule 13D is to report a change in the disclosure set forth in Item 4 (Purpose of Transaction) as more fully described below. Item 1. Security and Issuer - ---------------------------- No change. Item 2. Identity and Background - -------------------------------- This Statement has been filed on behalf of the Reporting Persons, namely Basswood Partners, L.L.C. ("Basswood"), a Delaware limited liability company, and Matthew Lindenbaum and Bennett Lindenbaum, the managing members of Basswood. The principal business address of each of the Reporting Persons is 645 Madison Avenue, 10th Floor, New York, New York 10022. Basswood is the general partner of Basswood Financial Partners, L.P. (the "Partnership"), and is the investment general partner of Whitewood Financial Partners, L.P., a Delaware limited partnership ("Whitewood"), and certain managed accounts (including Jet I, L.P., a Delaware limited partnership ("Jet I")), which may from time to time acquire Shares. Basswood Capital Management, LLC (of whom Matthew Lindenbaum and Bennett Lindenbaum are managing members) acts as investment manager to Basswood International Fund, Inc., a Cayman Islands exempted Company ("Basswood International") and acts as advisor to several managed accounts. The Partnership, Basswood International, Whitewood and Jet I are referred to collectively as the "Accounts." As of the date hereof, 445,738 Shares are owned of record by the Partnership, 4,608 Shares are owned of record by Whitewood, 22,292 Shares are owned of record by Jet, 80,683 Shares are owned of record by Basswood International and 100 Shares are owned of record by Bennett Lindenbaum. From time to time, Shares may be sold between Accounts in the ordinary course of investment business. Messrs. Matthew Lindenbaum and Bennett Lindenbaum also have investment discretion over certain other managed accounts which do not currently own Shares but which may in the future buy and sell Shares from time to time. During the last five years, none of the Reporting Persons nor any of the Accounts has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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, United States federal or state securities laws or finding any violations with respect to such laws. Each of Messrs. Matthew Lindenbaum and Bennett Lindenbaum is a citizen of the United States. Item 3. Source and Amount of Funds or Other Considerations - ----------------------------------------------------------- As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 553,421 Shares, all of which Shares are held of record by the Accounts (other than 100 Shares which are owned of record by Bennett Lindenbaum). The Shares have been purchased in open market transactions at an aggregate cost of $5,310,185.31. The funds for the purchase of the Shares held by the Accounts and Mr. Lindenbaum have come from the various Accounts' respective working capital. No leverage was used to purchase any of the Shares. However, one or more of the Accounts' working capital may include the proceeds of margin loans entered into in the ordinary course of business with Goldman, Sachs & Co., such loans being secured by the securities owned by such Accounts. Item 4. Purpose of Transaction - ------------------------------- All Shares beneficially owned by the Reporting Persons were acquired for, and are being held for, investment purposes. On March 17, 1999, Basswood mailed a letter to the Board of Directors of the Company, the text of which follows: Page 5 of 15 Pages Basswood Financial Partners, L.P. 645 Madison Avenue, 10th Floor New York NY 10022 - -------------------------------------------------------------------------------- March 17, 1999 VIA FAX AND OVERNIGHT - --------------------- Mr. George E. Langley President and Chief Executive Officer Foothill Independent Bancorp. 510 South Grand Avenue, Suite 204 Glendora, CA 91741 Re: Request for Records under Sections 1600 and 1601 of the California ------------------------------------------------------------------ General Corporation Law ----------------------- Dear Mr. Langley: I am writing on behalf of Basswood Financial Partners, L.P. ("Basswood Financial Partners"), the record owner of 445,738 shares of common stock of Foothill Independent Bancorp. ("Foothill" or the "Company"). I am the managing member of Basswood Partners L.L.C., the general partner of Basswood Financial Partners, and I am authorized by Basswood Financial Partners to make this request for records under Section 1600 and Section 1601 of the California General Corporation Law ("CGCL"). Whitewood Financial Partners, L.P., the record owner of 4,608 Foothill shares and Jet 1, L.P., the record owner of 22,292 Foothill shares, join in this request. A copy of records from ChaseMellon Shareholder Services ("ChaseMellon") confirming the record ownership of Basswood Financial Partners, Whitewood Financial Partners, L.P., and Jet 1, L.P., is attached to this letter. This letter supplements the letters to you dated December 21, 1998 and January 27, 1999 from Basswood Partners, L.P. (the "Letters"). Pursuant to Sections 1600 and 1601 of the CGCL, Basswood Financial Partners requests the right to inspect and copy the records of the Company described in Sections 1600(a)(1) and 1600(a)(2) and in Section 1601 of the CGCL during regular business hours on or before the sixth business day following the date of this letter. Specifically, we request that the Company provide to us the information and permit us to take the other actions set forth in Annex A hereto as expeditiously as possible. Basswood Financial Partners agrees to reimburse the reasonable out-of-pocket costs incurred by the Company (and its transfer agent) in connection with the production of the information set forth in Annex A. Basswood Financial Partners believes that the financial performance of the Company has been disappointing. Foothill's core return on equity, core return on assets and efficiency ratio are all significantly worse than the performance of the Western Banks Average as shown in the SNL Quarterly Bank Digest. Basswood Financial Partners believes that the best means of maximizing value for the Company's shareholders is to take advantage of the current consolidation trend in the banking industry and to sell the Company. We wish to inspect the Company's shareholder list materials so that we may communicate with other shareholders of the Company on matters relating to our mutual interests as shareholders, including methods of improving the Company's financial performance and maximizing shareholder value. In its own right, Basswood Financial Partners owns approximately 7.5% of Foothill's outstanding shares and therefore is entitled as of right to the shareholder list materials described on Annex A under Section 1600(a) of the CGCL. You conceded in the recent litigation commenced by Basswood Partners L.L.C. against Page 6 of 15 Pages Foothill that most, if not all, of the information requested in Annex A is readily available from your transfer agent, ChaseMellon, or can easily be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees; you specifically admitted that Foothill has a recent NOBO list in its possession. We hope that you will reconsider your prior refusal to provide this information so that we can move forward in the spirit of compromise, not adversity. We wish to inspect the minute books and shareholder meeting records described in Annex A for numerous purposes related to our interests as shareholders. For example, the Board recently took action to amend the Company's by-laws and expand the number of directors on the Company's staggered board. We wish to inspect the corporate minute books to, among other things, determine the basis for the recent action by the Board, review what measures the Board and management are taking (or have taken) to maximize shareholder value, and obtain an explanation for management's poor performance. In addition, we understand that Foothill conducted an informal meeting of certain shareholders earlier this year, and we wish to determine what information was conveyed to other shareholders at this meeting concerning the Company's operations and prospects, and the investments of Basswood Financial Partners and related limited partnerships in the Company. We wish to inspect the accounting records described on Annex A for the following purposes: In our view, the publicly available statements do not adequately disclose the Company's performance and financial condition. In particular, but without limitation, we are unable, solely upon a review of publicly available data and information, to ascertain how the Company calculated its "efficiency ratio" at December 31, 1998 and for the fourth quarter of 1998. As a result, we wish to inspect those accounting records that disclose how the Company calculated its stated efficiency ratio. As you know from prior correspondence, we are willing to enter into a reasonable confidentiality stipulation to protect any confidential or proprietary financial information concerning the Company. We hope that we can move forward without the need for further litigation and needless expense for the Company, its shareholders and Basswood Financial Partners. Please advise me when and where the items requested above will be made available for inspection and copying. If you have any questions, please call me at (212) 521-9500. Respectfully, Matthew Lindenbaum On Behalf of Basswood Financial Partners, L.P. Page 7 of 15 Pages ANNEX A Basswood Financial Partners, L.P. ("Basswood Financial Partners"), which is a shareholder of record of over 5% of the outstanding shares of Foothill Independent Bancorp. ("Foothill"), requests that Foothill permit inspection and copying of the following records as expeditiously as possible: SHAREHOLDER LIST MATERIALS Magnetic computer tape lists of the shareholders of the Company as of the most recent available date showing the name and address of, and number of shares held by, each shareholder of record, together with such computer processing data as is necessary for Basswood Financial Partners to make use of such magnetic computer tape, and printouts of such magnetic computer tape for verification purposes; All daily transfer sheets showing changes in the names and addresses of, and number of shares held by, shareholders of record of the Company which are in (or come into) the possession or control of the Company or its transfer agent, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of the shareholder lists referred to in paragraph (a) above through the date of the inspection; All information in, or which comes into, the possession or control of the Company or its transfer agent, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, concerning the names and addresses, and number of shares held by, the participating brokers and banks holding shares in the individual nominee names of Cede & Co., and other similar nominees, including omnibus proxies and all "Weekly Security Position Listing Daily Closing Balances" reports issued by The Depository Trust Company, and a list or lists containing the name and address of, and number of shares attributable to, any participant in any Company employee stock ownership, dividend reinvestment, stock purchase or comparable plan in which the decision how to vote or whether to dispose of shares held by such plan is made, directly or indirectly, individually or collectively, by the participants in the plan; All information in, or which comes into, the possession or control of the Company or its transfer agent, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, disclosing the names of the Non-Objecting Beneficial Owners of shares ("NOBO's") in the format of a printout and magnetic tape in descending order balance (such information is readily available to the Company under Rule 14b-1 (c) of the Securities Exchange Act of 1934, as amended, from ADP Proxy Services); A stop list or stop lists relating to any shares and any changes, corrections, additions or deletions from the date of the shareholder lists referred to in paragraph (a) above through the date of the inspection; and Lists of all holders of record of shares owning 1,000 or more shares arranged in descending order as of the most recent available date. Page 8 of 15 Pages Basswood Financial Partners further requests that modifications, additions or deletions to any and all information referred to in paragraphs (a) through (f) above be immediately furnished to Basswood Financial Partners as such modifications, additions or deletions become available to the Company or its agent or representatives through the date of next annual meeting of shareholders of the Company. MINUTES All minutes of meetings of Foothill's board of directors and any committees thereof from October 1, 1996 through the present; and All agendas, minutes and other documents (including any recordings or videotapes) that memorialize or record any matters discussed at any meetings of Foothill's shareholders (whether formal or informal), beginning October 1, 1996 through the present. ACCOUNTING RECORDS All accounting and other financial records that were consulted or used by the Company to calculate its efficiency ratio as of December 31, 1998 and the fourth quarter of 1998. To the extent a portion of any record was consulted or used, the entire record should be provided. Page 9 of 15 Pages INQUIRY SYSTEM IN OPERATION - PLEASE ENTER REQUEST (QSCRINQ) 03/17/1999 LOCATION: 001 CUSIP: 751 34490510 INQ CD: INQ KEY CD: KEY KEY: JET------------0000 CTF: 0000000 FUNC: B SOC. SEC. NO. :061491375 CERTD: Y PRIME NAME/ADDR NAME LINES: 1 INVESTOR ID : JET I L P SHARE BAL : 22292.0000 C/O BASSWOOD PARTNERS CONVERN BAL : .0000 645 MADISON AVE 10TH FL BOOK BALANCE : .0000 NEW YORK NY 10022-1010 RESTRICT BOOK : .0000 PROXY REC BAL : .0000 STOCK REC BAL : .0000 ZIP CODE : 10022 1010 CASH REC BAL : .0000 GEO CODE : 133 ADDRESS KEY: 10645N CASH DIV LAST : .0000 STATE CODE : COUNTRY CODE: CASH DIV UNCL : .0000 BYPASS ESCHEATMENT IND: BYPASS DATE SET: / / HOME TELEPHONE #: BIRTHDAY : 00/ 00 / 0000 WORK TELEPHONE #: MKT SYMBOL : FOOT FAX TELEPHONE #: MKT DATE : 03/16/1999 PLAN PARTICIPANT : N PLAN ID: MKT PRICE : 15.625 NYDC : O ACH : RPO : PREVI0US ACCT KEY: CASH : Y SOCIAL : U MAIL : Y STOCK : Y TAX : N ADDR : G REASON: PROXY : Y VIP : N STOP : N OPEN DATE : 03/15/1999 CONF : ADDITIONAL ADDRESS : N LAST ACTIVITY DT : 03/15/1999 ALL CERTIFICATES DISPLAYED FOR THIS ACCOUNT (QSCRCTF) 03/17/1999 LOCATION: 001 CUSIP: 751 34490510 INQ CD: CTF KEY CD: KEY KEY JET---------0000 CTF: 00000000 CTF NUMBER AMOUNT CR DATE REASON DB DATE REASON STOP/CALL 00021359 22292.0000 03/15/99 NORM Page 10 of 15 Pages inquiry system in OPERATION - PLEASE ENTER REQUEST (qscrinq) 3/17/1999 LOCATION: 001 CUSIP: 751 34490510 INQ CD: INQ KEY CD: KEY: LP-------WHITEF0000 CTF: 00000000 FUNC: B SOC. SEC. NO. : 223483407 CERTD: Y PRIME NAME/ADDR NAME LINES: 1 INVESTOR ID : WHITEWOOD FINANCIAL PRTNRS LP SHARE BAL : 4608.0000 645 MADISON AVE 10TH FL CONVERSN BAL : .0000 NEW YORK NY 10022-1010 BOOK BALANCE : .0000 RESTRICT BOOK : .0000 PROXY REC BAL : .0000 STOCK REC BAL : .0000 ZIP CODE : 10022 1010 CASH REC BAL : .0000 GEO CODE : 133 ADDRESS KEY : 10645N CASH DIV LAST : .0000 STATE CODE : COUNTRY CODE: CASH DIV UNCL : .0000 BYPASS ESCHEATMENT IND: BYPASS DATE SET: / / HOME TELEPHONE # : BIRTHDAY : 00 / 00 /0000 WORK TELEPHONE # : MKT SYMBOL : FOOT FAX TELEPHONE # : MKT DATE : 03/16/1999 PLAN PARTICIPANT : N PLAN ID: MKT PRICE : 15.625 NYDC : 0 ACH : RPO : PREVIOUS ACCT KEY: CASH : Y SOCIAL : U MAIL : Y STOCK : Y TAX : N ADDR : G REASON PROXY : Y VIP : N STOP : N OPEN DATE : 03/15/1999 CONF : ADDITIONAL ADDRESS : N LAST ACTIVITY DT : 03/15/1999 ALL CERTIFICATES DISPLAYED FOR THIS ACCOUNT (QSCRCTF) 03/17/1999 LOCATION: 001 CUSIP: 751 34490510 INQ CD: CTF KEY CD: KEY KEY: LP-------WHITF0000 CTF: 00000000 CTF NUMBER AMOUNT CR DATE REASON DB DATE REASON STOP/CALL 00021358 4608.0000 03/15/99NORM Page 11 of 15 Pages INQUIRY SYSTEM IN OPERATION - PLEASE ENTER REQUEST (QSCRINQ) 03/17/1999 LOCATION: 001 CUSIP: 751 34490510 INQ CD: INQ KEY CD: KEY KEY: BASSWFINPAL---0000 CTF: 0000000 FUNC: B SOC. SEC. NO. :223224281 CERTD: Y PRIME NAME/ADDR NAME LINES: 1 INVESTOR ID : BASSWOOD FINANCIAL PARTNERS LP SHARE BAL : 445738.0000 645 MADISON AVE 10TH FL CONVERN BAL : .0000 NEW YORK NY 10022-1010 BOOK BALANCE : .0000 RESTRICT BOOK : .0000 PROXY REC BAL : .0000 STOCK REC BAL : .0000 ZIP CODE : 10022 1010 CASH REC BAL : .0000 GEO CODE : 133 ADDRESS KEY: 10645N CASH DIV LAST : .0000 STATE CODE : COUNTRY CODE: CASH DIV UNCL : .0000 BYPASS ESCHEATMENT IND: BYPASS DATE SET: / / HOME TELEPHONE #: BIRTHDAY : 00/ 00 / 0000 WORK TELEPHONE #: MKT SYMBOL : FOOT FAX TELEPHONE #: MKT DATE : 03/16/1999 PLAN PARTICIPANT : N PLAN ID: MKT PRICE : 15.625 NYDC : O ACH : RPO : PREVI0US ACCT KEY: CASH : Y SOCIAL : U MAIL : Y STOCK : Y TAX : N ADDR : G REASON: PROXY : Y VIP : N STOP : N OPEN DATE : 03/15/1999 CONF : ADDITIONAL ADDRESS : N LAST ACTIVITY DT : 03/15/1999 ALL CERTIFICATES DISPLAYED FOR THIS ACCOUNT (QSCRCTF) 03/17/1999 LOCATION: 001 CUSIP: 751 34490510 INQ CD: CTF KEY CD: KEY KEY: BASSWFINPAL---000 CTF: 00000000 CTF NUMBER AMOUNT CR DATE REASON DB DATE REASON STOP/CALL 00021361 445738.0000 03/15/99 NORM Page 12 of 15 Pages Except as discussed above, the Reporting Persons otherwise have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Item 5. Interest in Securities of the Company - ---------------------------------------------- (a)-(b) As of the date hereof, the Reporting Persons each may be deemed to be the beneficial owners of 553,421 Shares. As of November 4, 1998 (according to the Company's Form 10-Q for the quarter ended September 30, 1998), there were a total of 5,987,175 Shares of Common Stock outstanding. Therefore, the Reporting Persons collectively may be deemed to be the beneficial owners of approximately 9.24% of the outstanding Shares as of such date. The Reporting Persons collectively have the power to vote, direct the vote, dispose of or direct the disposition of all the Shares of which they may be deemed to be the beneficial owners. (c) The trading date, number of Shares purchased and price per Share (excluding commissions, if any) for all transactions by the Reporting Persons for the 60-day period preceding March 18, 1999 through the date hereof are set forth in Exhibit B hereto. (d) Other than the Reporting Persons and the Accounts, with respect to the Shares beneficially owned by them, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect - -------------------------------------------------------------------------------- to Securities of the Company - ---------------------------- No change. Item 7. Material to be Filed as Exhibits - ----------------------------------------- The following exhibits are filed hereto: Exhibit A: An agreement relating to the filing of a joint statement as required by Rule 13d-1(k) under the Securities Exchange Act of 1934 Exhibit B: A description of the transactions in the Shares that were effected by the Reporting Persons during the 60-day period preceding March 18, 1999 through the date hereof Page 13 of 15 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: March 18, 1999 BASSWOOD PARTNERS, L.L.C. By: /s/ Matthew Lindenbaum -------------------------- Name: Matthew Lindenbaum Title: Managing Member By: /s/ Bennett Lindenbaum -------------------------- Name: Bennett Lindenbaum Title: Managing Member /s/ Matthew Lindenbaum -------------------------- Matthew Lindenbaum /s/ Bennett Lindenbaum -------------------------- Bennett Lindenbaum Page 14 of 15 Pages EXHIBIT INDEX Exhibit Title - ------- ----- Exhibit A: An agreement relating to the filing of a joint statement as required by Rule 13d-1(k) under the Securities Exchange Act of 1934 Exhibit B: A description of the transactions in the Shares that were effected by the Reporting Persons during the 60-day period preceding March 18, 1999 through the date hereof. Page 15 of 15 Pages EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13D relating to the Common Stock of Foothill Independent Bancorp shall be filed on behalf of each of the undersigned. Dated: March 18, 1999 BASSWOOD PARTNERS, L.L.C. By: /s/ Matthew Lindenbaum -------------------------- Name: Matthew Lindenbaum Title: Managing Member By: /s/ Bennett Lindenbaum -------------------------- Name: Bennett Lindenbaum Title: Managing Member /s/ Matthew Lindenbaum -------------------------- Matthew Lindenbaum /s/ Bennett Lindenbaum -------------------------- Bennett Lindenbaum EX-99.2 3 TRANSACTIONS IN SHARES EXHIBIT B TRANSACTIONS IN SHARES DURING THE PERIOD COMMENCING FROM THE 60-DAY PERIOD PRECEDING MARCH 18, 1999 THROUGH THE DATE HEREOF NONE -----END PRIVACY-ENHANCED MESSAGE-----