-----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, KPo4e7LIflRT7ZlVNRG3OQGEe7YSnATHGrbkPDnSw+JANKGaafFnokkICyO4yqng xMBQmwGhz4OkGCjhqVYUDA== 0000919574-97-000795.txt : 19971001 0000919574-97-000795.hdr.sgml : 19971001 ACCESSION NUMBER: 0000919574-97-000795 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970930 SROS: NASD 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: 97688826 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: 52 FOREST AVENUE CITY: PARAMUS STATE: NJ ZIP: 07652 MAIL ADDRESS: STREET 1: 52 FOREST AVENUE STREET 2: P O BOX 1549 CITY: PARAMUS STATE: NJ ZIP: 07653 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 2 Name of Issuer: Foothill Independent Bancorp Title of Class of Securities: Common Stock, $.01 par value CUSIP Number: 344905104 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Bennett Lindenbaum, c/o Basswood Partners, 52 Forest Avenue, Paramus, NJ 07652; (201) 843-3644 (Date of Event which Requires Filing of this Statement) September 18, 1997 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No.: 344905104 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Basswood Partners, L.P. 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 if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 428,607 9. Sole Dispositive Power: 10. Shared Dispositive Power: 428,607 11. Aggregate Amount Beneficially Owned by Each Reporting Person 428,607 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -2- 13. Percent of Class Represented by Amount in Row (11) 8.43% 14. Type of Reporting Person PN -3- CUSIP No.: 344905104 1. Name of Reporting Person 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 WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 428,607 9. Sole Dispositive Power: 10. Shared Dispositive Power: 428,607 11. Aggregate Amount Beneficially Owned by Each Reporting Person 428,607 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -4- 13. Percent of Class Represented by Amount in Row (11) 8.43% 14. Type of Reporting Person IN -5- CUSIP No.: 344905104 1. Name of Reporting Person 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 WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S.A. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 428,607 9. Sole Dispositive Power: 10. Shared Dispositive Power: 428,607 11. Aggregate Amount Beneficially Owned by Each Reporting Person 428,607 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares -6- 13. Percent of Class Represented by Amount in Row (11) 8.43% 14. Type of Reporting Person IN -7- The purpose of this Amendment No. 2 to the previously filed Schedule 13D is to report that the ownership of Basswood Partners, L.P., Matthew Lindenbaum and Bennett Lindenbaum (together, the "Reporting Persons") in the Common Stock, $.01 par value (the "Shares"), of Foothill Independent Bancorp (the "Issuer") has increased from 6.89% to 8.43% of the Shares outstanding. Item 1. Security and Issuer No change. Item 2. Identity and Background No change. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Reporting Persons are deemed to beneficially own 428,607 Shares. All 428,607 Shares are held by either the Partnerships, the International Fund or the managed accounts. All the Shares were purchased in open market transactions. The Shares were purchased for an aggregate purchase price of $4,340,155.86. The funds for the purchase of the Shares held in the Partnerships, the International Fund or the managed accounts have come from the working capital of the Partnerships, the International Fund or the managed accounts. The working capital of these entities includes 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 them. Item 4. Purpose of Transactions No change. Item 5. Interest in Securities of Issuer As of the date hereof, the Reporting Persons are deemed to be the beneficial owners of 428,607 Shares. Based on information received from the Issuer, as of September 29, 1997 there were 5,086,836 Shares outstanding. Therefore, the Reporting Persons are deemed to beneficially own 8.43% of the outstanding Shares. The Reporting Persons have the power to vote, direct the vote, dispose of or direct the disposition of all the Shares that they are deemed to beneficially own. All transactions in the Shares effected by the Reporting Persons since sixty days prior to September 18, 1997 -8- through the date of this filing were effected in open- market transactions and are set forth in Exhibit B hereto. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting Persons since 60 days prior to September 18, 1997 through the date of this filing is filed herewith as Exhibit B. -9- Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. BASSWOOD PARTNERS, L.P. By: Basswood Management, Inc., its General Partner By: /s/ Matthew Lindenbaum _____________________________ Matthew Lindenbaum, President /s/ Matthew Lindenbaum _________________________________ Matthew Lindenbaum /s/ Bennett Lindenbaum _________________________________ Bennett Lindenbaum September 30, 1997 -10- 00705003.AI1 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated September 30, 1997 relating to the Common Stock of Foothill Independent Bancorp shall be filed on behalf of the undersigned. BASSWOOD PARTNERS, L.P. By: Basswood Management, Inc., its General Partner By: /s/ Matthew Lindenbaum _____________________________ Matthew Lindenbaum, President /s/ Matthew Lindenbaum _________________________________ Matthew Lindenbaum /s/ Bennett Lindenbaum _________________________________ Bennett Lindenbaum 00705003.AI1 Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ ________________________ _________________ 8/19/97 3,200 $13.5 8/19/97 5,489 13.375 8/22/97 7,500 13.625 8/22/97 1,500 13.875 8/29/97 1,000 14.375 9/18/97 10,190 14 9/19/97 3,000 14.125 9/25/97 16,000 14.375 9/25/97 2,100 14.125 00705003.AI1 -----END PRIVACY-ENHANCED MESSAGE-----