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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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
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(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)
April 9, 1999
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(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).
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SCHEDULE 13D
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CUSIP No. 344905104 Page 2 of 7 Pages
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- ----------- --------------------------------------------------------------------
1 NAME OF REPORT PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basswood Partners, L.L.C.
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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
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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
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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)
9.34 %
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14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP No. 344905104 Page 3 of 7 Pages
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- ----------- --------------------------------------------------------------------
1 NAME OF REPORT PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew Lindenbaum
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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*
AF
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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
United States
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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
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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)
9.34%
- ----------- --------------------------------------------------------------------
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 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 344905104 Page 4 of 7 Pages
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- ----------- --------------------------------------------------------------------
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)
9.34%
- ----------- --------------------------------------------------------------------
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 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
The purpose of this Amendment No. 9 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
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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, 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
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All Shares beneficially owned by the Reporting Persons were acquired
for, and are being held for, investment purposes.
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In connection with Foothill's 1999 annual meeting of stockholders
which, according to Foothill's Bylaws, as most recently amended by Foothill's
Board of Directors on January 26, 1999, is to be held on the second Tuesday in
May, the Partnership currently intends to commence a proxy solicitation of
Foothill's shareholders (the "Proxy Solicitation"). The Proxy Solicitation will
be commenced for the purpose of soliciting votes in favor of the election of one
or more nominees of the Partnership to the Board of Directors of Foothill.
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 March 19, 1999 (according to the
Company's Form 10-K for the year ended December 31, 1998), there were a total of
5,923,263 Shares of Common Stock outstanding. Therefore, the Reporting Persons
collectively may be deemed to be the beneficial owners of approximately 9.34% 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 April 9, 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
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to Securities of the Company
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No change.
Item 7. Material to be Filed as Exhibits
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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 April 9, 1999 through the date hereof
-6-
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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: April 9, 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
-7-
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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 April 9, 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: April 9, 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
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EXHIBIT B
TRANSACTIONS IN SHARES DURING THE PERIOD COMMENCING FROM THE 60-DAY PERIOD
PRECEDING APRIL 9, 1999 THROUGH THE DATE HEREOF
NONE
