-----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, Rnn/2vj/RKNESwloL3RaqNxgtIT+lbeSPU8x1MSmcHsXWuKjfnM069U9Sx8kH1ff 1TQP2CDDRCTJIeMKWjUQJQ== 0000899140-99-000366.txt : 19990520 0000899140-99-000366.hdr.sgml : 19990520 ACCESSION NUMBER: 0000899140-99-000366 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990519 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: 99630578 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. 15 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* 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) May 18, 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 7 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* [X] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.36 % - ----------- -------------------------------------------------------------------- 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 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------- ----------------- CUSIP No. 344905104 Page 3 of 7 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) 9.36% - ----------- -------------------------------------------------------------------- 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 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------- ----------------- CUSIP No. 344905104 Page 4 of 7 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) 9.36% - ----------- -------------------------------------------------------------------- 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 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. The purpose of this Amendment No. 15 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., a Delaware limited partnership (the "Partnership") and Whitewood Financial Partners, L.P., a Delaware limited partnership ("Whitewood"), and is the investment general partner of certain partnerships (including Jet I, L.P., a Delaware limited partnership ("Jet I")), which may from time to time acquire shares of common stock ("Shares") of Foothill Independent Bancorp ("Foothill"). 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, 431,778 Shares are owned of record by the Partnership, 4,318 Shares are owned of record by Whitewood, 22,292 Shares are owned of record by Jet I, 94,933 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 $5,305,695.41. 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. -5- On May 18, 1999, Basswood sent a letter to the Board of Directors of the Company, the text of which follows: Via Fax # 626-914-5373 and Federal Express May 18, 1999 Board of Directors Foothill Independent Bancorp 510 South Grand Avenue Suite 204 Glendora, CA 91741 Dear Sirs: On behalf of Basswood Financial Partners, L.P., Basswood Partners, L.L.C. and Basswood Capital Management, L.L.C. (collectively "Basswood"), we hereby notify you, pursuant to Article II, ss. 6 of Foothill Independent Bancorp's (the "Company") amended By-Laws, that Basswood intends to cumulate its votes in connection with all matters voted upon at the annual meeting of shareholders of the Company, scheduled to be held on May 25, 1999, including, without limitation, the election of the Basswood Nominee, as such term is defined in Basswood's Proxy Statement dated May 7, 1999. Very truly yours, /s/Bennett Lindenbaum - --------------------- Bennett Lindenbaum Managing Member Basswood Partners, L.L.C. Except as discussed above, and as disclosed in prior amendments to the previously filed Schedule 13D, 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 April 2, 1999 (according to the Company's Proxy Statement for its Annual Meeting), there were a total of 5,915,263 Shares of Common Stock outstanding. Therefore, the Reporting Persons collectively may be deemed to be the beneficial owners of approximately 9.36% 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) As indicated in Exhibit B hereto, there have been no transactions by the Reporting Persons for the 60-day period preceding May 19, 1999 through the date hereof. (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 May 19, 1999 through the date hereof 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: May 19, 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 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 May 19, 1999 through the date hereof. 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: May 19, 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 DESCRIPTION OF TRANSACTIONS EXHIBIT B TRANSACTIONS IN SHARES DURING THE PERIOD COMMENCING FROM THE 60-DAY PERIOD PRECEDING MAY 19, 1999 THROUGH THE DATE HEREOF NONE -----END PRIVACY-ENHANCED MESSAGE-----