<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
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)
May 24, 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 16 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)
9.36 %
- ----------- --------------------------------------------------------------------
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 16
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ------------------- ------------------
CUSIP No. 344905104 Page 3 of 16 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)
9.36%
- ----------- --------------------------------------------------------------------
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 16
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ------------------- ------------------
CUSIP No. 344905104 Page 4 of 16 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)
9.36%
- ----------- --------------------------------------------------------------------
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 16
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
The purpose of this Amendment No. 18 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., a Delaware limited partnership (the
"Partnership") and Whitewood Financial Partners, L.P., a Delaware limited
partnership ("Whitewood"), and is the investment general partner of certain
partnerships (including Jet I, L.P., a Delaware limited partnership ("Jet I")),
which may from time to time acquire shares of common stock ("Shares") of
Foothill Independent Bancorp ("Foothill"). 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, 431,778
Shares are owned of record by the Partnership, 4,318 Shares are owned of record
by Whitewood, 22,292 Shares are owned of record by Jet I, 94,933 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 $5,305,695.41. 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 5 of 16 Pages
<PAGE>
On May 24, 1999, Latham & Watkins, special counsel to Basswood, sent a
letter and a copy of the Judgment and Statement of Decision of the Los Angeles
Superior Court pertaining to Basswood's request for certain of Foothill's
records to Gary A. Pemberton, Esq., counsel to Foothill. The text of both
documents follows:
[LATHAM & WATKINS LETTERHEAD]
May 24, 1999
VIA FACSIMILE AND U.S. MAIL
- ---------------------------
Gary A. Pemberton, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92658-7680
Re: Basswood v. Foothill Independent Bancorp.
-----------------------------------------
Dear Mr. Pemberton:
Since your May 7, 1999 letter indicating Foothill's continued refusal to
produce records under Section 1601 -- which records were requested by Basswood
on March 17, 1999 and ordered produced by Judge O'Brien of the Los Angeles
Superior Court on April 27, 1999 -- the Superior Court has entered its Judgment
compelling Foothill to produce the requested records. Copies of the signed
Judgment and Statement of Decision are enclosed.
Basswood Financial Partners requests immediate production of the corporate
and accounting records ordered produced by the Court under Section 1601 of the
California Corporations Code, as set forth in the enclosed Judgment. Please
inform us by facsimile when the documents will be made available for inspection
and copying.
Very truly yours,
/s/ Amos E. Hartston
Amos E. Hartston
of LATHAM & WATKINS
Page 6 of 16 Pages
<PAGE>
<TABLE>
<CAPTION>
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
<S> <C>
DATE: 05/24/99 DEPT. 85
HONORABLE ROBERT H. O'BRIEN JUDGE F.J. ALDANA DEPUTY CLERK
HONORABLE JUDGE PRO TEM ELECTRONIC RECORDING MONITOR
#2
NONE Deputy Sheriff NONE Reporter
============================================================= ========================================================
9:30 am BS056436 Plaintiff
Counsel
BASSWOOD FINANCIAL PARTNERS LP NO APPEARANCES
VS Defendant
FOOTHILL INDEPENDENT BANCO Counsel
r/t BS055703
- ----------------- ====================================================================================================
NATURE OF PROCEEDINGS:
JUDGMENT AND STATEMENT OF DECISION;
Copies of the Judgment and Statement of Decision, both signed
and filed this date, are sent with copies of this minute order
via U.S. Mail this date addressed as follows:
MARC W. RAPPEL, ESQ.
633 W. FIFTH ST., STE 4000
LOS ANGELES, CA. 90071-2007
GARY A. PEMBERTON, ESQ.
660 NEWPORT CENTER DRIVE, STE 1600
NEWPORT BEACH, CA. 92660
</TABLE>
Page 7 of 16 Pages
<PAGE>
ORIGINAL
FILED
LOS ANGELES SUPERIOR COURT
MAY 24 1999
JOHN A. CLARKE CLERK
BY F Aldana DEPUTY
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
BASSWOOD FINANCIAL PARTNERS, LP, CASE NO. BS 056 436
Petitioner, JUDGMENT
v.
FOOTHILL INDEPENDENT BANCORP.,
Respondent.
- ----------------------------------------
BASSWOOD PARTNERS, LLC, Related to
CASE NO. BS 055 703 [Lead Case]
Petitioner,
v.
FOOTHILL INDEPENDENT BANCORP.,
Respondent.
- ----------------------------------------
Petitioner Basswood Financial Partners, LP's ("Basswood") petition for a
peremptory writ of mandate came on for hearing on April 26, 1999 in Department
85 of the Los Angeles Superior Court, the Honorable Robert H. O'Brien presiding.
Marc W. Rappel of Latham & Watkins appeared on behalf of Petitioner
-------------------
(PROPOSED) JUDGMENT
Page 8 of 16 Pages
<PAGE>
Basswood. Gary A Pemberton of Stradling Yocca Carlson & Rauth appeared on behalf
of respondent Foothill Independent Bancorp. ("Foothill").
Having considered the papers filed in support of and in opposition to the
petition for a writ of mandate, heard oral argument, and taken under submission
the issues, and good cause appearing therefore,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED:
1. That Basswood Financial Partners' petition for writ of mandate is
granted as to Corporations Code section 1601;
2. That Basswood Financial Partners' petition for writ of mandate is denied
as to Corporations Code section 1600; and
3. Petitioner, Basswood Financial Partners, to recover costs from
respondent, Foothill Independent Bancorp., in the sum of $________________.
Dated: May 24, 1999
------------
/s/ Robert H. O'Brien
---------------------------
Honorable Robert H. O'Brien
-------------------
(PROPOSED) JUDGMENT
Page 9 of 16 Pages
<PAGE>
ORIGINAL
FILED
LOS ANGELES SUPERIOR COURT
MAY 24 1999
JOHN A. CLARKE CLERK
BY F Aldana DEPUTY
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
BASSWOOD FINANCIAL PARTNERS, LP, CASE NO. BS 056 436
Petitioner, STATEMENT OF DECISION
v.
FOOTHILL INDEPENDENT BANCORP.,
Respondent.
- ----------------------------------------
BASSWOOD PARTNERS, LLC, Related to
CASE NO. BS 055 703 [Lead Case]
Petitioner,
v.
FOOTHILL INDEPENDENT BANCORP.,
Respondent.
- ----------------------------------------
Petitioner Basswood Financial Partners, LP's ("Basswood") petition for a
peremptory writ of mandate came on for hearing on April 26, 1999 in Department
85 of the Los Angeles Superior Court, the Honorable Robert H. O'Brien presiding.
Marc W. Rappel of Latham & Watkins appeared on behalf of Petitioner Basswood.
Gary A Pemberton of Stradling Yocca Carlson & Rauth appeared on behalf of
respondent Foothill Independent Bancorp. ("Foothill").
Documentary evidence was introduced on behalf of the respective parties and
the cause was argued and submitted for decision. The Court, having admitted and
considered the evidence and heard the arguments of counsel, and taken the matter
under submission, issues the following statement of decision:
--------------------------------
(PROPOSED) STATEMENT OF DECISION
Page 10 of 16 Pages
<PAGE>
Basswood's petition for writ of mandate is granted as to the Corporations
Code section 1601 request. The Court bases its decision on its adjudication of
the issue of whether Basswood has a proper purpose for requesting corporate
records under section 1601. The Court has decided that Basswood has stated a
proper purpose, and is entitled to inspect and copy Foothill's corporate records
under section 1601. Basswood's petition for writ of mandate is denied as to the
Corporations Code section 1600 request. The Court bases its decision on its
adjudication of the issue of whether Basswood is entitled to additional
shareholder records and information in Foothill's possession beyond the list of
record shareholders under section 1600. Basswood requested production of
shareholder records from Foothill including the NOBO list (list of non-objecting
beneficial owners), Cede & Co. breakdowns, magnetic computer tapes, daily
transfer sheets and stop lists ("Additional Shareholder Records"). The Court has
decided that Basswood, as owner of more than five percent of the stock of
Foothill, has an absolute right to inspect and review Foothill's list of record
shareholders under section 1600; however, the Court has determined that the
proper interpretation of section 1600 only requires production of a record list
of stockholders, and the Court finds the reasoning of the out of state authority
requiring production of Additional Shareholder Records in the possession of the
company to be unpersuasive. Accordingly, because Foothill has already produced
its list of record stockholders, the Court
--------------------------------
(PROPOSED) STATEMENT OF DECISION
Page 11 of 16 Pages
<PAGE>
denies Basswood's request to inspect Additional Shareholder Records.
Legal and Factual Basis
- -----------------------
The Court bases its decision on the following: Basswood is a record owner
of more than five percent of Foothill's stock. Basswood has set forth purposes
reasonably related to its interests as a stockholder to inspect Foothill's
corporate records, and has requested records tailored to its stated purposes.
Basswood's stated purposes include confirming Foothill's statements regarding
its financial performance, and investigating the basis for Foothill's recent
amendments to its bylaws, expanded board of directors, and elimination of
director selection procedures, as well as other recent actions.
Under Corporations Code Section 1601, the accounting books and records and
minutes of proceedings of the shareholders and the board and committees of the
board shall be open to inspection upon the written demand of any shareholder for
a purpose reasonably related to such holder's interests as a shareholder. Cal.
Corp. Code ss. 1601.
Accordingly, since Basswood has set forth purposes reasonably related to
its interests as a shareholder, Basswood is entitled to inspect and copy those
corporate books and records requested in Basswood's March 17, 1999 request,
specifically including inspection of the following:
I. Minutes
A. All minutes of meetings of Foothill's board of directors and any
committees
--------------------------------
(PROPOSED) STATEMENT OF DECISION
Page 12 of 16 Pages
<PAGE>
thereof from October 1, 1996 through the present; and
B. 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.
II. Accounting Records
A. 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.
Under Corporations Code Section 1600, a shareholder holding more than five
percent of the outstanding shares of a corporation has an absolute right to
inspect and copy the record of shareholders' names and addresses and
shareholdings. Cal. Corp. Code ss. 1600. The Court has determined that the
proper interpretation of section 1600 only requires production of a record list
of stockholders, and the Court finds the reasoning of the out of state
authority requiring production of Additional Shareholder Records in the
possession of the company to be unpersuasive. Accordingly, because Foothill has
already produced
--------------------------------
(PROPOSED) STATEMENT OF DECISION
Page 13 of 16 Pages
<PAGE>
its list of record stockholders, the Court denies Basswood's request to inspect
Additional Shareholder Records. Foothill has satisfied its obligations under
Corporations Code section 1600.
THEREFORE IT IS HEREBY ORDERED, ADJUDGED AND DECREED that judgment be
entered in favor of petitioner Basswood Financial Partners, LP and against
respondent Foothill Independent Bancorp. with respect to inspection of
accounting books and records under Corporations Code section 1601, and against
Basswood Financial Partners, LP with respect to its request for further
shareholder information and records under Corporations Code section 1600.
Dated: May 24, 1999
------------
/s/ Robert H. O'Brien
---------------------------
Honorable Robert H. O'Brien
--------------------------------
(PROPOSED) STATEMENT OF DECISION
Except as discussed above, and as disclosed in prior amendments to the
previously filed Schedule 13D, 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 April 2, 1999 (according to the
Company's Proxy Statement for its Annual Meeting), there were a total of
5,915,263 Shares of Common Stock outstanding. Therefore, the Reporting Persons
collectively may be deemed to be the beneficial owners of approximately 9.36% 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) As indicated in Exhibit B hereto, there have been no transactions by the
Reporting Persons for the 60-day period preceding May 27, 1999 through the date
hereof.
(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.
Page 14 of 16 Pages
<PAGE>
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 May 27, 1999 through the date hereof
Page 15 of 16 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: May 27, 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 16 of 16 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 May 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: May 27, 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 MAY 27, 1999 THROUGH THE DATE HEREOF
NONE
