<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Foothill Independent Bancorp
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(Name of Issuer)
Common Stock, par value $.01
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 344905104 Page 2 of 10 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|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------ ------- -----------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 553,421
OWNED BY ------- -----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH ------- -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
553,421
------- -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
553,421
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.25 %
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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 10
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 344905104 Page 3 of 10 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
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4 SOURCE OF FUNDS*
WC
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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
- ------------------ ------- -----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 553,421
SHARES ------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
EACH
REPORTING ------- -----------------------------------------------------
PERSON WITH 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)
9.25%
- --------- ----------------------------------------------------------------------
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 10
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 344905104 Page 4 of 10 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
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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
- ------------------ ------- -----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 553,421
SHARES ------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
EACH
REPORTING ------- -----------------------------------------------------
PERSON WITH 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)
9.25%
- --------- ----------------------------------------------------------------------
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 10
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------- -------------------------------
CUSIP No. 344905104 Page 5 of 10 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
- ------------------ ------- -----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 553,421
SHARES ------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
EACH
REPORTING ------- -----------------------------------------------------
PERSON WITH 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)
9.25%
- --------- ----------------------------------------------------------------------
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 10
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
The purpose of this Amendment No. 5 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 thousand five hundred (1,500) 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
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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, 553,321 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 553,421 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 $5,312,088.82. 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.
-6-
<PAGE>
On January 27, 1999, Basswood mailed a letter to the Board of
Directors of the Company, the text of which follows:
"January 27, 1999
Board of Directors
Foothill Independent Bancorp
510 South Grand Avenue
Suite 204
Glendora, CA 91741
Dear Sirs:
This letter supplements our letter to you dated December 21, 1998
(the "Letter"). As you are aware, we have previously requested that Foothill
Independent Bancorp (the "Company") provide Basswood Partners, L.P. ("Basswood
Partners") with certain information regarding the existing shareholders of the
Company. We believe that the Board continues to not share our view expressed in
the Letter regarding the need for the Board to explore seriously the sale of the
Company in light of the Company's historic underperformance. Therefore, we
remain interested in communicating with other shareholders of the Company on
matters relating to our mutual interests as shareholders.
In the Letter, Basswood Partners, pursuant to Sections 1600 and
1601 of the California General Corporation Law (the "CGCL"), requested 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 the Letter or as promptly thereafter as
possible. We also requested that the Company provide to us the other information
and permit us to take the other actions set forth in Annex A to the Letter
(specifying certain stockholder list information in greater detail) as
expeditiously as possible. Basswood Partners agreed 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
to the Letter.
In response to the Letter, the Company instructed its transfer
agent, ChaseMellon Shareholder Services ("ChaseMellon"), to provide Basswood
Partners with a list of record holders of the Company's common stock and the
number of shares held by such shareholders. ChaseMellon did in fact provide us
with such limited information, however none of the other information and data
specifically requested in the Letter, including Annex A thereto, has been
provided or made available to us. Basswood Partners believes that a substantial
portion of the information described in Annex A to the Letter is currently in
the possession or control of the Company or ChaseMellon, or can reasonably be
obtained by brokers, dealers, banks, clearing agencies or voting trustees or
their nominees, and therefore should have been provided or made available to
Basswood Partners in accordance with the Letter.
We, therefore, repeat our request for the Company to provide or
make available to Basswood Partners and its authorized designees the information
requested in the Letter which has not been provided or made available to us to
date. We have attached Annex A from the Letter as an annex to this letter with
the hope of expediting the Company's response to our lawful request.
-7-
<PAGE>
Please advise the undersigned when and where the items requested
above will be available to Basswood Partners for inspection as provided herein.
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
-8-
<PAGE>
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.
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."
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<PAGE>
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
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(a)-(b) As of the date hereof, the Reporting Persons each may be deemed to be
the beneficial owners of 553,421 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 9.25% 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 January 27, 1999 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
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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 January 27, 1999 through the date hereof
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<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: January 27, 1999
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
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<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 January 27, 1999 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: January 27, 1999
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc.,
its General Partner
By:------------------------------
Name: Matthew Lindenbaum
Title: President
---------------------------------
Matthew Lindenbaum
---------------------------------
Bennett Lindenbaum
<PAGE>
EXHIBIT B
TRANSACTIONS IN SHARES DURING THE PERIOD COMMENCING FROM THE 60-DAY PERIOD
PRECEDING JANUARY 27, 1999 THROUGH THE DATE HEREOF
# of Shares Price Transaction place and Person Causing
Date Purchased per Share manner Transaction
---- --------- --------- ------ -----------
12-18-98 100 $ 14.625 NASDAQ National Market Bennett Lindenbaum
(open market purchase)
12-31-98 1,185 $ 15.000 NASDAQ National Market Basswood Financial
(open market purchase) Partners, L.P.
12-31-98 52 $ 15.000 NASDAQ National Market 1994 Garden State,
(open market purchase) L.P.
12-31-98 251 $ 15.000 NASDAQ National Market Basswood Interna-
(open market purchase) tional Fund, Inc.
12-31-98 12 $ 15.000 NASDAQ National Market Whitewood Financial
(open market purchase) Partners, L.P.
