<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE EXCHANGE ACT OF 1934
(Amendment No. 1 )
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VIB CORP
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title and Class of Securities)
00091823H1
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(CUSIP Number)
Richard J. Perry, Jr., Esquire
Perry & Associates, P.C.
1826 Jefferson Place, N.W.
Washington, D. C. 20036
(202) 775-8109
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 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.)
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<TABLE>
<CAPTION>
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CUSIP NUMBER 00091823H1 PAGE 2 OF 10 PAGES
-------- ---------
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<S> <C>
1. NAME OF REPORTING PERSON / S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
Financial Institution Partners, Ltd. / 91-1908299
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
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3. SOURCE OF FUNDS
OO
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4. IS DISCLOSURE OF LEGAL PROCEEDING REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e)
NO
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5. CITIZENSHIP OR PLACE OF ORIGIN
Organized: State of Nevada
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NUMBER OF 6. SOLE VOTING POWER
SHARES
OWNED BY 749,735 SHARES
EACH --------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH 7.
--------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
8.
749,735 SHARES
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9. SHARED DISPOSITIVE POWER
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10. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
749,735 SHARES
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11. DOES THE AGGREGATE AMOUNT IN BOX 10 EXCLUDE CERTAIN SHARES?
NO
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12. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (10)
7.1 %
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13. TYPE OF REPORTING PERSON
OO
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</TABLE>
Page 2 of 10 Pages
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ITEM 1. SECURITY AND ISSUER
The class of security to which this statement relates is the common
stock, no par value per share (the "Shares"), of VIB Corp. (the "Issuer"). The
address of the principal executive offices of the Issuer is 1498 Main Street,
El Centro, California, 92243.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is Financial Institution Partners,
Ltd., referred to herein as the "Reporting Person." The Reporting Person is a
Nevada limited liability company formed for the purpose of investing in, among
other things, the equity securities of various financial institutions.
Attached as Schedule 1 hereto and incorporated by reference herein is
a list containing the principal business and the address of its principal
business and office for the Reporting Person, as well as information required
by (a) through (f) of this Item as to each executive officer, director and/or
controlling person of the Reporting Person.
Neither the Reporting Person, nor any of its executive officers,
directors or controlling persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding were or are subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding of any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On January 28, 1999, the Bank of Stockdale, F.S.B. ("Stockdale") was
merged into BOS Interim Bank, F.S.B., a wholly owned subsidiary of the Issuer
(the "Merger Transaction"). As a result of the merger, all of the shares of
Stockdale beneficially owned by the Reporting Person were exchanged for Shares
of the Issuer (at an exchange ratio of 1.943 to 1).
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person has acquired the Shares for investment purposes
and as set forth below:
(a) The Reporting Person may independently acquire additional Shares
or dispose of some or all of its Shares.
(b) None
(c) None.
Page 3 of 10 Pages
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(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) Schedule 2 hereto, which is incorporated by reference
herein, sets forth, as of March 2, 1999, information relating to the aggregate
number of Shares of the Issuer and the percentage of the outstanding Shares of
the Issuer as of such date (based upon information provided by the Issuer,
there are 10,527,734 Shares outstanding as of that date) as to the Reporting
Person.
(c) Schedule 3 of the Schedule 13D filed on February 18, 1999
(referenced in Item 5(c)) incorrectly reflected the nature of the January 28,
1999 Merger Transaction. Schedule 3 incorrectly stated that the Reporting
Person acquired the Shares on February 3, 1999 through purchases at prices
ranging from $3.3968 to $4.8913 a Share. In fact, the Shares were acquired by
the Reporting Person on January 28, 1999 through an exchange of the Reporting
Person's shares of Stockdale for Shares of the Issuer (at an exchange ratio of
1.943 to 1) and the prices simply reflected the Reporting Person's carryover
basis, adjusted to reflect the exchange ratio. As a result of the January 28,
1999 stock exchange, the Reporting Person exchanged 385,865 shares of Stockdale
for 749,735 Shares of the Issuer.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
Page 4 of 10 Pages
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A - Consent Agreement pursuant to 17 C.F.R. Section 13d-1(f)(1)
Page 5 of 10 Pages
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Signatures
After reasonable inquiry and to the best of his/its knowledge and
belief, the undersigned Reporting Person certifies that the information set
forth in this statement with respect to him/it is true, complete and correct.
<TABLE>
<S> <C> <C>
FINANCIAL INSTITUTION PARTNERS, Ltd.,
By: /s/ Eric D. Hovde
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Eric D. Hovde
Its: Manager
By: /s/ Steven D. Hovde
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Steven D. Hovde
Its: Manager
Dated: 3/2/99
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</TABLE>
Page 6 of 10 Pages
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SCHEDULE 1
<TABLE>
<CAPTION>
INFORMATION RELATING TO REPORTING PERSON
-----------------------------------------
PRINCIPAL BUSINESS AND
ADDRESS OF PRINCIPAL BUSINESS
NAME OR PRINCIPAL OFFICE
---- ----------------------------------
<S> <C>
Financial Institution Partners, Ltd. Limited liability company formed to make
investments primarily in equity securities of financial institutions.
1629 Colonial Parkway
Inverness, Illinois 60067
Organized: State of Nevada
</TABLE>
<TABLE>
<CAPTION>
INFORMATION RELATING TO EXECUTIVE OFFICERS, DIRECTORS AND/OR CONTROLLING PERSONS
--------------------------------------------------------------------------------
NAME PRINCIPAL OCCUPATION
ADDRESS BUSINESS ADDRESS CITIZENSHIP
------- ---------------- -----------
<S> <C> <C>
Steven D. Hovde(1) Investment banker U.S.
1629 Colonial Parkway Hovde Financial, Inc.
Inverness, Illinois 60067 1629 Colonial Parkway
Inverness, Illinois 60067
Investment banking firm
Eric D. Hovde(2) Investment banker U.S.
1826 Jefferson Place, NW Hovde Financial, Inc.
Washington, D.C. 20036 1826 Jefferson Place, NW
Washington, D.C. 20036
Investment banking firm
</TABLE>
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(1) Steven D. Hovde is a Manager of Financial Institution Partners, Ltd.
(2) Eric D. Hovde is a Manager of Financial Institution Partners, Ltd.
Page 7 of 10 Pages
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SCHEDULE 2
The following table sets forth the number and approximate percentage
of Shares beneficially owned by the Reporting Person. The Reporting Person has
sole power to vote or to direct the vote and to dispose or to direct the
disposition of the Shares of which it possesses beneficial ownership.
<TABLE>
<CAPTION>
APPROXIMATE
NAME NUMBER OF SHARES PERCENTAGE
- ---- ---------------- ----------
<S> <C> <C>
Financial Institution 749,735 7.1 %
Partners, Ltd.
</TABLE>
Page 8 of 10 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Exhibit A Consent Agreement to 17 C.F.R. Section 13d-1(f)(1) 10
</TABLE>
Page 9 of 10 Pages
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EXHIBIT A
Consent Agreement Pursuant to 17 C.F.R. Section 13d-1(f)(1)
Each of the undersigned hereby consents and agrees to the filing on
behalf of each of them of the foregoing joint statement on Schedule 13D
pursuant to 17 C.F.R. 13d-1(f)(1) with respect to his/its beneficial ownership
of the shares of the Issuer.
<TABLE>
<S> <C> <C>
FINANCIAL INSTITUTION PARTNERS, Ltd.,
By: /s/ Eric D. Hovde
---------------------------------------------------
Eric D. Hovde
Its: Manager
By: /s/ Steven D. Hovde
---------------------------------------------------
Steven D. Hovde
Its: Manager
Dated: 3/2/99
--------------------------
</TABLE>
Page 10 of 10 Pages
