<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
December 21, 1998
-----------------------------
(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).
<PAGE>
SCHEDULE 13D
- ----------------------------------------- ----------------------------------
CUSIP No. 344905104 Page 2 of 9 Pages
-------- ----------
- ----------------------------------------- ----------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORT PERSONS
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 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 551,921
PERSON WITH
--------- ------------------------------------------------
8 SHARED VOTING POWER
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
551,921
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
551,921
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.22 %
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 9
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ------------------------------------------ ---------------------------------
CUSIP No. 344905104 Page 3 of 9 Pages
-------- ----------
- ------------------------------------------ ---------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORT PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basswood Management, Inc.
- ----------- --------------------------------------------------------------------
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 551,921
PERSON WITH
--------- ------------------------------------------------
8 SHARED VOTING POWER
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
551,921
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
551,921
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.22%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 3 of 9
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ------------------------------------------ ----------------------------------
CUSIP No. 344905104 Page 4 of 9 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 551,921
PERSON WITH
--------- ------------------------------------------------
8 SHARED VOTING POWER
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
551,921
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
551,921
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.22%
- ----------- --------------------------------------------------------------------
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 9
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------------------------- ---------------------------------
CUSIP No. 344905104 Page 5 of 9 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 551,921
PERSON WITH
--------- ------------------------------------------------
8 SHARED VOTING POWER
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
551,921
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
551,921
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.22%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 5 of 9
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
The purpose of this Amendment No. 4 to the previously filed Schedule 13D is
to report (i) that the beneficial ownership of Basswood Partners, L.P.
("Basswood"), Basswood Management, Inc., Matthew Lindenbaum and Bennett
Lindenbaum (together, the "Reporting Persons") in the Common Stock, $.01 par
value per share (the "Shares") of Foothill Independent Bancorp (the "Company")
has increased by one-hundred (100) Shares and (ii) 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, a Delaware limited partnership, Matthew Lindenbaum and Bennett
Lindenbaum, the sole principals of Basswood Management, Inc., Basswood's general
partner, and Basswood Management, Inc. 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 advises Basswood International Fund, Inc., a Cayman Islands
exempted company ("Basswood International"), Whitewood Financial Partners, L.P.,
a Delaware limited partnership ("Whitewood"), and certain managed accounts
(including 1994 Garden State L.P., a Delaware limited partnership ("Garden
State") and Jet I, L.P., a Delaware limited partnership ("Jet I")), which may
from time to time acquire Shares. The Partnership, Basswood International,
Whitewood, Garden State and Jet I are referred to collectively as the
"Accounts." As of the date hereof, 551,821 Shares are owned by one or more of
the Accounts 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 551,921 Shares, all of which Shares are held 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
$5,285,554. 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.
<PAGE>
On December 21, 1998, Basswood mailed a letter to the Board of Directors of
the Company, the text of which follows:
"December 21, 1998
Board of Directors
Foothill Independent Bancorp
510 South Grand Avenue
Suite 204
Glendora, CA 91741
Dear Sirs:
Based on publicly available information, Basswood Partners, L.P. ("Basswood
Partners") currently owns 9.22% of Foothill Independent Bancorp's outstanding
shares (including 100 shares as a record holder), and is the largest shareholder
of Foothill Independent Bancorp (the "Company"). We have been a shareholder
since October 1996. Basswood Partners has become convinced that the best means
of maximizing value for all of the Company's shareholders is to sell the
Company. The financial performance of the Company has been disappointing. The
core return on equity, core return on assets and efficiency ratio are
all significantly worse than the performance of the Western Banks
Average as defined in the SNL Quarterly Bank Digest--December 1998. Also,
earnings per share growth has been unacceptably low. Moreover, we are unaware of
any meaningful prospects for improvement. Any effort to improve earnings by an
acquisition strategy would involve substantial, and we believe unacceptable,
dilution to current shareholders.
At the same time, we believe that there are likely to be a number of larger
institutions that would have a serious interest in purchasing the Company.
Recent transactions throughout the country, and specifically in California,
suggest that through a sale the Company's shareholders would likely receive a
substantial premium over the current market price, which we believe the
shareholders cannot reasonably expect to achieve, on a present value basis, if
the Company continues its current course. In our view, a failure by the Board to
explore seriously the sale option would be inconsistent with its fiduciary
obligations to the shareholders.
Because we believe that the board does not share our view, we intend to
communicate with other shareholders of the Company on matters relating to our
mutual interests as shareholders, including but not limited to communicating
with the Company's shareholders regarding the financial underperformance by the
Company in the recent past and methods to improve the Company's future financial
performance and the Company's value to its shareholders.
To facilitate this, and to enable the shareholders--the true owners of the
Company--to communicate their views and better understand their options,
pursuant to Sections 1600 and 1601 of the California General Corporation Law
(the "CGCL"), Basswood Partners requests the right to inspect and copy the
records of the Company described in Section 1600(a) (1) and (2) and in Section
1601 of the CGCL during regular business hours on the sixth business day
following the date of this letter or as promptly thereafter as possible. We also
request that the Company provide to us the other information and permit us to
take the other actions set forth in Annex A (specifying certain stockholder list
information in greater detail) as expeditiously as possible. Basswood Partners
agrees to reimburse the reasonable out-of-pocket costs incurred by the Company
(including those of its transfer agent) in connection with the production of the
information set forth in Annex A hereto.
Basswood Partners hereby designates and authorizes Willkie Farr & Gallagher
at 787 Seventh Avenue, New York, New York 10019, their partners and employees,
and any persons designated by them or by us, acting singly or in any
combination, to conduct the inspection, extracting and copying herein requested.
Please advise the undersigned when and where the items requested above will
be available to Basswood Partners for inspection as provided herein.
<PAGE>
If you have any questions, please telephone the undersigned at (212)
521-9500.
Respectfully,
Basswood Partners, L.P.
By: / Matthew Lindenbaum/
-------------------------
Matthew Lindenbaum
President
Basswood Management, Inc.
General Partner
ANNEX A
Basswood Partners, L.P. requests that Foothill Independent Bancorp (the
"Company") provide the following to Basswood Partners, L.P. as expeditiously as
possible:
(a) Magnetic computer tape lists of the shareholders of the Company as of
a recent date showing the name and address of, and number of shares
held by, each shareholder of record, together with such computer
processing date as is necessary for Basswood Partners to make use of
such magnetic computer tape, and printouts of such magnetic computer
tape for verification purposes;
(b) All daily transfer sheets showing changes in the names and addresses
of, and number of shares held by, share holders 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 hereof,
(c) All information in or which comes into the possession or control of
the Company or its transfer agent, or which can reasonably be obtained
by 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 name 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,
(d) All information in or which comes into the possession or control the
Company or its transfer agent, or which can reasonably be obtained
from brokers, dealers, banks, clearing agencies or voting trustees or
their nominees, relating to 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;
(e) 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 hereof, and
(f) Lists of all holders of record of shares owning 1,000 or more shares
arranged in descending order as of a recent date.
<PAGE>
Basswood 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 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."
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 551,921 Shares. Based on a communication from the
Company dated October 19, 1998, the Company informed Basswood that there were a
total of 5,985,699 Shares of Common Stock outstanding as of September 30, 1998.
Therefore, the Reporting Persons collectively may be deemed to be the beneficial
owners of approximately 9.22% 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 December 21, 1998 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 December 22, 1998 through the date hereof
<PAGE>
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: December 22, 1998
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc., its General Partner
By: /s/ Matthew Lindenbaum
-----------------------------
Name: Matthew Lindenbaum
Title: President
/s/ Matthew Lindenbaum
---------------------------------
Matthew Lindenbaum
/s/ Bennett Lindenbaum
---------------------------------
Bennett Lindenbaum
<PAGE>
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 December 21, 1998 through the date hereof.
<PAGE>
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: December 22, 1998
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc., its General Partner
By:/s/ Matthew Lindenbaum
Name: Matthew Lindenbaum
Title: President
/s/ Matthew Lindenbaum
---------------------------------
Matthew Lindenbaum
/s/ Bennett Lindenbaum
---------------------------------
Bennett Lindenbaum
<PAGE>
EXHIBIT B
TRANSACTIONS IN SHARES DURING THE PERIOD COMMENCING FROM THE 60-DAY PERIOD
PRECEDING DECEMBER 21, 1998 THROUGH THE DATE HEREOF
Name of Person Causing Transactions: Bennett Lindenbaum (12-18-98) and
Jet I, L.P. (11-02-98)
Date # of Shares Purchased Price per Share Transaction place and manner
- ---- --------------------- --------------- ----------------------------
12-18-98 100 $ 14.625 NASDAQ National Market
(open market purchase)
11-02-98 4,300 $ 11.375 NASDAQ National Market
(open market purchase)
