<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE EXCHANGE ACT OF 1934
VIB CORP
--------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title and Class of Securities)
00091823H1
----------
(CUSIP Number)
Richard J. Perry, Jr., Esquire
Perry & Associates, P.C.
1826 Jefferson Place, N.W.
Washington, D. C. 20036
(202) 775-8109
--------------
(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.)
Page 1 of 10 Exhibit Index at page 9
<PAGE> 2
- --------------------------------------------------------------------------------
CUSIP NUMBER 00091823H1 PAGE 2 OF 10 PAGES
-------- ---------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON / S.S. OR I.R.S. IDENTIFICATION OF ABOVE
PERSON
Financial Institution Partners, Ltd. / 91-1908299
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
- --------------------------------------------------------------------------------
3. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
4. IS DISCLOSURE OF LEGAL PROCEEDING REQUIRED PURSUANT TO ITEMS
2(d) AND 2(e)
NO
- --------------------------------------------------------------------------------
5. CITIZENSHIP OR PLACE OF ORIGIN
Organized: State of Nevada
- --------------------------------------------------------------------------------
NUMBER OF 6. SOLE VOTING POWER
SHARES 749,735 SHARES
OWNED BY -----------------------------------------------------------------
EACH 7. SHARED VOTING POWER
REPORTING
PERSON WITH -----------------------------------------------------------------
8. SOLE DISPOSITIVE POWER
749,735 SHARES
-----------------------------------------------------------------
9. SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
10. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
749,735 SHARES
- --------------------------------------------------------------------------------
11. DOES THE AGGREGATE AMOUNT IN BOX 10 EXCLUDE CERTAIN SHARES?
NO
- --------------------------------------------------------------------------------
12. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (10)
7.1 %
- --------------------------------------------------------------------------------
13. TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
Page 2 of 10 Pages
<PAGE> 3
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.
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
<PAGE> 4
(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 February 16, 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 each of the Reporting
Persons.
(c) Schedule 3 hereto, which is incorporated by reference herein,
describes, as of February 16, 1999, transactions in the Shares effected during
the past sixty (60) days by the Reporting Person.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A - Consent Agreement pursuant to 17 C.F.R. Section 13d-1(f)(1)
Page 4 of 10 Pages
<PAGE> 5
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.
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: 02/18/99
---------------
Page 5 of 10 Pages
<PAGE> 6
SCHEDULE 1
INFORMATION RELATING TO REPORTING PERSON
<TABLE>
<CAPTION>
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>
INFORMATION RELATING TO EXECUTIVE OFFICERS, DIRECTORS AND/OR CONTROLLING PERSONS
<TABLE>
<CAPTION>
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>
- ----------------------------
(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 6 of 10 Pages
<PAGE> 7
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 7 of 10 Pages
<PAGE> 8
SCHEDULE 3
Description of Transactions in Shares Effected within 60 Days
The Reporting Person effected the following transactions in the Shares within
sixty (60) days of February 15, 1999:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Transaction Date Number of Shares Transaction Price Transaction Type Broker
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Financial 02/03/99 5,246.10 $4.4056 Buy Montgomery
Institution
Partners, Ltd. 02/03/99 7,463.06 $4.8913 Buy Montgomery
02/03/99 32,823.10 $4.8897 Buy Montgomery
02/03/99 704,203.43 $3.3968 Buy Montgomery
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 8 of 10 Pages
<PAGE> 9
EXHIBIT INDEX
Page
Exhibit A Consent Agreement to 17 C.F.R. Section 13d-1(f)(1) 10
Page 9 of 10 Pages
<PAGE> 10
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.
FINANCIAL INSTITUTION PARTNERS, Ltd.,
By: /s/ Eric D. Hovde
---------------------------------------
Eric D. Hovde
Its: Manager
By: /s/ Steven D. Hovde
---------------------------------------
Steven D. Hovde
Its: Manger
Dated: 02/18/99
--------------
Page 10 of 10 Pages
