<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
March 17, 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
- --------------------------------------------------------------------------------
CUSIP No. 344905104 Page 2 of 15 Pages
- --------------------------------------------------------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORT PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basswood Partners, L.L.C.
- ----------- --------------------------------------------------------------------
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 553,421
PERSON WITH
--------- ------------------------------------------------
8 SHARED VOTING POWER
--------- ------------------------------------------------
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)
9.24 %
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 15
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 344905104 Page 3 of 15 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 553,421
PERSON WITH
--------- ------------------------------------------------
8 SHARED VOTING POWER
--------- ------------------------------------------------
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)
9.24 %
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 3 of 15
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 344905104 Page 4 of 15 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 553,421
PERSON WITH
--------- ------------------------------------------------
8 SHARED VOTING POWER
--------- ------------------------------------------------
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)
9.24 %
- ----------- --------------------------------------------------------------------
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 15
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
The purpose of this Amendment No. 7 to the previously filed
Schedule 13D is to report 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 Partners, L.L.C. ("Basswood"), a Delaware limited
liability company, and Matthew Lindenbaum and Bennett Lindenbaum, the managing
members of Basswood. 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 is the investment general partner of Whitewood Financial Partners, L.P., a
Delaware limited partnership ("Whitewood"), and certain managed accounts
(including Jet I, L.P., a Delaware limited partnership ("Jet I")), which may
from time to time acquire Shares. Basswood Capital Management, LLC (of whom
Matthew Lindenbaum and Bennett Lindenbaum are managing members) acts as
investment manager to Basswood International Fund, Inc., a Cayman Islands
exempted Company ("Basswood International") and acts as advisor to several
managed accounts. The Partnership, Basswood International, Whitewood and Jet I
are referred to collectively as the "Accounts." As of the date hereof, 445,738
Shares are owned of record by the Partnership, 4,608 Shares are owned of record
by Whitewood, 22,292 Shares are owned of record by Jet, 80,683 Shares are owned
of record by Basswood International 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 of
record 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 $5,310,185.31. 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.
On March 17, 1999, Basswood mailed a letter to the Board of
Directors of the Company, the text of which follows:
Page 5 of 15 Pages
<PAGE>
Basswood Financial Partners, L.P.
645 Madison Avenue, 10th Floor
New York NY 10022
- --------------------------------------------------------------------------------
March 17, 1999
VIA FAX AND OVERNIGHT
- ---------------------
Mr. George E. Langley
President and Chief Executive Officer
Foothill Independent Bancorp.
510 South Grand Avenue, Suite 204
Glendora, CA 91741
Re: Request for Records under Sections 1600 and 1601 of the California
------------------------------------------------------------------
General Corporation Law
-----------------------
Dear Mr. Langley:
I am writing on behalf of Basswood Financial Partners, L.P.
("Basswood Financial Partners"), the record owner of 445,738 shares of common
stock of Foothill Independent Bancorp. ("Foothill" or the "Company"). I am the
managing member of Basswood Partners L.L.C., the general partner of Basswood
Financial Partners, and I am authorized by Basswood Financial Partners to make
this request for records under Section 1600 and Section 1601 of the California
General Corporation Law ("CGCL"). Whitewood Financial Partners, L.P., the record
owner of 4,608 Foothill shares and Jet 1, L.P., the record owner of 22,292
Foothill shares, join in this request. A copy of records from ChaseMellon
Shareholder Services ("ChaseMellon") confirming the record ownership of Basswood
Financial Partners, Whitewood Financial Partners, L.P., and Jet 1, L.P., is
attached to this letter. This letter supplements the letters to you dated
December 21, 1998 and January 27, 1999 from Basswood Partners, L.P. (the
"Letters").
Pursuant to Sections 1600 and 1601 of the CGCL, Basswood
Financial Partners requests the right to inspect and copy the records of the
Company described in Sections 1600(a)(1) and 1600(a)(2) and in Section 1601 of
the CGCL during regular business hours on or before the sixth business day
following the date of this letter. Specifically, we request that the Company
provide to us the information and permit us to take the other actions set forth
in Annex A hereto as expeditiously as possible. Basswood Financial Partners
agrees to reimburse the reasonable out-of-pocket costs incurred by the Company
(and its transfer agent) in connection with the production of the information
set forth in Annex A.
Basswood Financial Partners believes that the financial
performance of the Company has been disappointing. Foothill's core return on
equity, core return on assets and efficiency ratio are all significantly worse
than the performance of the Western Banks Average as shown in the SNL Quarterly
Bank Digest. Basswood Financial Partners believes that the best means of
maximizing value for the Company's shareholders is to take advantage of the
current consolidation trend in the banking industry and to sell the Company. We
wish to inspect the Company's shareholder list materials so that we may
communicate with other shareholders of the Company on matters relating to our
mutual interests as shareholders, including methods of improving the Company's
financial performance and maximizing shareholder value. In its own right,
Basswood Financial Partners owns approximately 7.5% of Foothill's outstanding
shares and therefore is entitled as of right to the shareholder list materials
described on Annex A under Section 1600(a) of the CGCL.
You conceded in the recent litigation commenced by Basswood
Partners L.L.C. against
Page 6 of 15 Pages
<PAGE>
Foothill that most, if not all, of the information requested in Annex A is
readily available from your transfer agent, ChaseMellon, or can easily be
obtained from brokers, dealers, banks, clearing agencies or voting trustees or
their nominees; you specifically admitted that Foothill has a recent NOBO list
in its possession. We hope that you will reconsider your prior refusal to
provide this information so that we can move forward in the spirit of
compromise, not adversity.
We wish to inspect the minute books and shareholder meeting
records described in Annex A for numerous purposes related to our interests as
shareholders. For example, the Board recently took action to amend the Company's
by-laws and expand the number of directors on the Company's staggered board. We
wish to inspect the corporate minute books to, among other things, determine the
basis for the recent action by the Board, review what measures the Board and
management are taking (or have taken) to maximize shareholder value, and obtain
an explanation for management's poor performance. In addition, we understand
that Foothill conducted an informal meeting of certain shareholders earlier this
year, and we wish to determine what information was conveyed to other
shareholders at this meeting concerning the Company's operations and prospects,
and the investments of Basswood Financial Partners and related limited
partnerships in the Company.
We wish to inspect the accounting records described on Annex A
for the following purposes: In our view, the publicly available statements do
not adequately disclose the Company's performance and financial condition. In
particular, but without limitation, we are unable, solely upon a review of
publicly available data and information, to ascertain how the Company calculated
its "efficiency ratio" at December 31, 1998 and for the fourth quarter of 1998.
As a result, we wish to inspect those accounting records that disclose how the
Company calculated its stated efficiency ratio.
As you know from prior correspondence, we are willing to enter
into a reasonable confidentiality stipulation to protect any confidential or
proprietary financial information concerning the Company.
We hope that we can move forward without the need for further
litigation and needless expense for the Company, its shareholders and Basswood
Financial Partners. Please advise me when and where the items requested above
will be made available for inspection and copying.
If you have any questions, please call me at (212) 521-9500.
Respectfully,
Matthew Lindenbaum
On Behalf of Basswood Financial Partners, L.P.
Page 7 of 15 Pages
<PAGE>
ANNEX A
Basswood Financial Partners, L.P. ("Basswood Financial
Partners"), which is a shareholder of record of over 5% of the outstanding
shares of Foothill Independent Bancorp. ("Foothill"), requests that Foothill
permit inspection and copying of the following records as expeditiously as
possible:
SHAREHOLDER LIST MATERIALS
Magnetic computer tape lists of the shareholders of the Company as of
the most recent available date showing the name and address of, and number
of shares held by, each shareholder of record, together with such computer
processing data as is necessary for Basswood Financial Partners to make use
of such magnetic computer tape, and printouts of such magnetic computer
tape for verification purposes;
All daily transfer sheets showing changes in the names and addresses
of, and number of shares held by, shareholders 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 of the inspection;
All information in, or which comes 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, concerning the names and addresses, and number of shares held by,
the participating brokers and banks holding shares 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;
All information in, or which comes 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, disclosing 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);
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 of the inspection; and
Lists of all holders of record of shares owning 1,000 or more shares
arranged in descending order as of the most recent available date.
Page 8 of 15 Pages
<PAGE>
Basswood Financial 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 Financial 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.
MINUTES
All minutes of meetings of Foothill's board of directors and any
committees thereof from October 1, 1996 through the present; and
All agendas, minutes and other documents (including any recordings or
videotapes) that memorialize or record any matters discussed at any
meetings of Foothill's shareholders (whether formal or informal), beginning
October 1, 1996 through the present.
ACCOUNTING RECORDS
All accounting and other financial records that were consulted or
used by the Company to calculate its efficiency ratio as of December 31,
1998 and the fourth quarter of 1998. To the extent a portion of any record
was consulted or used, the entire record should be provided.
Page 9 of 15 Pages
<PAGE>
INQUIRY SYSTEM IN OPERATION - PLEASE ENTER REQUEST (QSCRINQ) 03/17/1999
LOCATION: 001 CUSIP: 751 34490510 INQ CD: INQ KEY CD: KEY
KEY: JET------------0000 CTF: 0000000
FUNC: B SOC. SEC. NO. :061491375 CERTD: Y
PRIME NAME/ADDR NAME LINES: 1 INVESTOR ID :
JET I L P SHARE BAL : 22292.0000
C/O BASSWOOD PARTNERS CONVERN BAL : .0000
645 MADISON AVE 10TH FL BOOK BALANCE : .0000
NEW YORK NY 10022-1010 RESTRICT BOOK : .0000
PROXY REC BAL : .0000
STOCK REC BAL : .0000
ZIP CODE : 10022 1010 CASH REC BAL : .0000
GEO CODE : 133 ADDRESS KEY: 10645N CASH DIV LAST : .0000
STATE CODE : COUNTRY CODE: CASH DIV UNCL : .0000
BYPASS ESCHEATMENT IND: BYPASS DATE SET: / /
HOME TELEPHONE #: BIRTHDAY : 00/ 00 / 0000
WORK TELEPHONE #: MKT SYMBOL : FOOT
FAX TELEPHONE #: MKT DATE : 03/16/1999
PLAN PARTICIPANT : N PLAN ID: MKT PRICE : 15.625
NYDC : O ACH : RPO : PREVI0US ACCT KEY:
CASH : Y SOCIAL : U MAIL : Y
STOCK : Y TAX : N ADDR : G REASON:
PROXY : Y VIP : N STOP : N OPEN DATE : 03/15/1999
CONF : ADDITIONAL ADDRESS : N LAST ACTIVITY DT : 03/15/1999
ALL CERTIFICATES DISPLAYED FOR THIS ACCOUNT (QSCRCTF) 03/17/1999
LOCATION: 001 CUSIP: 751 34490510 INQ CD: CTF KEY CD: KEY
KEY JET---------0000 CTF: 00000000
CTF NUMBER AMOUNT CR DATE REASON DB DATE REASON STOP/CALL
00021359 22292.0000 03/15/99 NORM
Page 10 of 15 Pages
<PAGE>
inquiry system in OPERATION - PLEASE ENTER REQUEST (qscrinq) 3/17/1999
LOCATION: 001 CUSIP: 751 34490510 INQ CD: INQ KEY CD:
KEY: LP-------WHITEF0000 CTF: 00000000
FUNC: B SOC. SEC. NO. : 223483407 CERTD: Y
PRIME NAME/ADDR NAME LINES: 1 INVESTOR ID :
WHITEWOOD FINANCIAL PRTNRS LP SHARE BAL : 4608.0000
645 MADISON AVE 10TH FL CONVERSN BAL : .0000
NEW YORK NY 10022-1010 BOOK BALANCE : .0000
RESTRICT BOOK : .0000
PROXY REC BAL : .0000
STOCK REC BAL : .0000
ZIP CODE : 10022 1010 CASH REC BAL : .0000
GEO CODE : 133 ADDRESS KEY : 10645N CASH DIV LAST : .0000
STATE CODE : COUNTRY CODE: CASH DIV UNCL : .0000
BYPASS ESCHEATMENT IND: BYPASS DATE SET: / /
HOME TELEPHONE # : BIRTHDAY : 00 / 00 /0000
WORK TELEPHONE # : MKT SYMBOL : FOOT
FAX TELEPHONE # : MKT DATE : 03/16/1999
PLAN PARTICIPANT : N PLAN ID: MKT PRICE : 15.625
NYDC : 0 ACH : RPO : PREVIOUS ACCT KEY:
CASH : Y SOCIAL : U MAIL : Y
STOCK : Y TAX : N ADDR : G REASON
PROXY : Y VIP : N STOP : N OPEN DATE : 03/15/1999
CONF : ADDITIONAL ADDRESS : N LAST ACTIVITY DT : 03/15/1999
ALL CERTIFICATES DISPLAYED FOR THIS ACCOUNT (QSCRCTF) 03/17/1999
LOCATION: 001 CUSIP: 751 34490510 INQ CD: CTF KEY CD: KEY
KEY: LP-------WHITF0000 CTF: 00000000
CTF NUMBER AMOUNT CR DATE REASON DB DATE REASON STOP/CALL
00021358 4608.0000 03/15/99NORM
Page 11 of 15 Pages
<PAGE>
INQUIRY SYSTEM IN OPERATION - PLEASE ENTER REQUEST (QSCRINQ) 03/17/1999
LOCATION: 001 CUSIP: 751 34490510 INQ CD: INQ KEY CD: KEY
KEY: BASSWFINPAL---0000 CTF: 0000000
FUNC: B SOC. SEC. NO. :223224281 CERTD: Y
PRIME NAME/ADDR NAME LINES: 1 INVESTOR ID :
BASSWOOD FINANCIAL PARTNERS LP SHARE BAL : 445738.0000
645 MADISON AVE 10TH FL CONVERN BAL : .0000
NEW YORK NY 10022-1010 BOOK BALANCE : .0000
RESTRICT BOOK : .0000
PROXY REC BAL : .0000
STOCK REC BAL : .0000
ZIP CODE : 10022 1010 CASH REC BAL : .0000
GEO CODE : 133 ADDRESS KEY: 10645N CASH DIV LAST : .0000
STATE CODE : COUNTRY CODE: CASH DIV UNCL : .0000
BYPASS ESCHEATMENT IND: BYPASS DATE SET: / /
HOME TELEPHONE #: BIRTHDAY : 00/ 00 / 0000
WORK TELEPHONE #: MKT SYMBOL : FOOT
FAX TELEPHONE #: MKT DATE : 03/16/1999
PLAN PARTICIPANT : N PLAN ID: MKT PRICE : 15.625
NYDC : O ACH : RPO : PREVI0US ACCT KEY:
CASH : Y SOCIAL : U MAIL : Y
STOCK : Y TAX : N ADDR : G REASON:
PROXY : Y VIP : N STOP : N OPEN DATE : 03/15/1999
CONF : ADDITIONAL ADDRESS : N LAST ACTIVITY DT : 03/15/1999
ALL CERTIFICATES DISPLAYED FOR THIS ACCOUNT (QSCRCTF) 03/17/1999
LOCATION: 001 CUSIP: 751 34490510 INQ CD: CTF KEY CD: KEY
KEY: BASSWFINPAL---000 CTF: 00000000
CTF NUMBER AMOUNT CR DATE REASON DB DATE REASON STOP/CALL
00021361 445738.0000 03/15/99 NORM
Page 12 of 15 Pages
<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
- ----------------------------------------------
(a)-(b) As of the date hereof, the Reporting Persons each may be deemed to be
the beneficial owners of 553,421 Shares. As of November 4, 1998 (according to
the Company's Form 10-Q for the quarter ended September 30, 1998), there were a
total of 5,987,175 Shares of Common Stock outstanding. Therefore, the Reporting
Persons collectively may be deemed to be the beneficial owners of approximately
9.24% 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 March 18, 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 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 March 18, 1999 through the date hereof
Page 13 of 15 Pages
<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: March 18, 1999
BASSWOOD PARTNERS, L.L.C.
By: /s/ Matthew Lindenbaum
--------------------------
Name: Matthew Lindenbaum
Title: Managing Member
By: /s/ Bennett Lindenbaum
--------------------------
Name: Bennett Lindenbaum
Title: Managing Member
/s/ Matthew Lindenbaum
--------------------------
Matthew Lindenbaum
/s/ Bennett Lindenbaum
--------------------------
Bennett Lindenbaum
Page 14 of 15 Pages
<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 March 18, 1999 through the date hereof.
Page 15 of 15 Pages
<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: March 18, 1999
BASSWOOD PARTNERS, L.L.C.
By: /s/ Matthew Lindenbaum
--------------------------
Name: Matthew Lindenbaum
Title: Managing Member
By: /s/ Bennett Lindenbaum
--------------------------
Name: Bennett Lindenbaum
Title: Managing Member
/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 MARCH 18, 1999 THROUGH THE DATE HEREOF
NONE
