<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
FOOTHILL INDEPENDENT BANCORP
(Exact name of Registrant as specified in its charter)
California 95-3815805
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
510 South Grand Avenue, Glendora, California 91741
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (909) 599-9351
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Rights to Purchase
Common Stock
------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of April 14, 2000 the aggregate market value of the voting shares
held by non-affiliates of the Registrant was approximately $ $42,236,200 (based
upon the closing price for shares of the Registrant's Common Stock as reported
on the NASDAQ National Market). Shares of Common Stock held by each officer,
director and holder of 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
As of April 14, 2000, a total of 5,324,948 shares of Common Stock,
without par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME & POSITIONS AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---------------- --- --------------------------------------------
<S> <C> <C>
George Langley 59 Mr. Langley has served as President and Chief Executive
President, Chief Executive Officer of the Company and the Bank since 1992. From
Officer and Director 1976 when he joined the Bank until 1992, Mr. Langley
served as an Executive Vice President, Chief Financial
Officer and Secretary of the Company and the Bank. Mr.
Langley has served on numerous community and professional
boards throughout his career and currently serves as
Treasurer on the Board of the Glendora Public Library
Friends Foundation, and is a board member of Casa Colina,
Inc.
Donna Miltenberger 44 Ms. Miltenberger has served as Executive Vice President
Executive Vice President, and Chief Operating Officer of the Company and the Bank
Chief Operating Officer since 1997. From 1992 to 1997, Ms. Miltenberger served
and Director in various executive capacities, including Executive Vice
President and Chief Administrative Officer, with the
Company and the Bank. Prior to joining Foothill in 1992,
Ms. Miltenberger served as Executive Vice President for
CVB Bancorp and Chino Valley Bank, and President of a
subsidiary of CVB Bancorp which provided data processing
services to other financial institutions. During Ms.
Miltenberger's 26-year career, she has served on boards of
various community and professional organizations, and is
currently President of Chino Commerce Center.
Tom Kramer 57 Mr. Kramer was appointed Executive Vice President - Chief
Executive Vice President Credit Officer of the Bank in April 1994, as well as,
and Secretary Secretary of the Company and Bank in April 1992 and has
been an Executive Vice President of the Company since its
organization in December 1982. From 1979 to 1982, Mr.
Kramer held various executive positions with the Bank,
including Senior Vice President - Loan Administrator and
Assistant Secretary.
Carol Ann Graf 54 Ms. Graf was appointed Chief Financial Officer and
Chief Financial Officer Assistant Secretary of the Company and First Vice
and Assistant Secretary President, Chief Financial Officer and Assistant
Secretary of the Bank in August 1992 and Senior Vice
President, Chief Financial Officer and Assistant Secretary
in January 1997. From April 1988 to August 1992, Ms. Graf
served as Vice President and Controller, and from June
1984 to April 1988 as Assistant Vice President and
Controller, of the Bank. From 1977 when she joined the
Bank until June 1984, Ms. Graf held other positions with
the Bank, including Loan Officer. Ms. Graf has served on
the boards of several community organizations during the
past 35 years, and currently is a member of Soroptimist
International of Azusa - Glendora.
Richard Galich 60 Dr. Galich is a doctor of Otolaryngology - Head and Neck
Director Surgery with a Bachelor of Arts degree from Indiana
University and Doctor of Medicine from Loyola
University/Chicago, Illinois. Since 1972, Dr. Galich has
been in private practice in Glendora and West Covina,
California. Dr. Galich served as Chairman of the Board at
San Dimas Community Hospital and Chief of Medical Staff
for Foothill Presbyterian Hospital. He is a Fellow,
American College of Surgeons and American Academy of
Otolaryngology - Head and Neck Surgery.
</TABLE>
2
<PAGE> 3
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
<TABLE>
<CAPTION>
NAME AND POSITIONS AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
------------------ --- --------------------------------------------
<S> <C> <C>
William Landecena 75 Mr. Landecena has been a director of Foothill Independent
Chairman of the Board Bank since the Bank's inception. Prior to 1981, Mr.
and Director Landecena owned and operated Arrow Meat Company located
in Upland, California. Since 1981, Mr. Landecena has
worked as a private investor and manager, primarily in
the Inland Empire area. Mr. Landecena is active in the
Upland YMCA where he serves on the Board and is Chairman
of the building committee. He is a charter member (1965)
of the Upland Foothill Kiwanis and has been a volunteer
SCORE (Service Corp of Retired Executives) Counselor for
the U. S. Small Business Administration for seven years.
O. L. Mestad 77 Dr. Mestad has been a director since the Bank's inception
Director and served as Chairman of the Board for eight of those
years. Dr. Mestad was engaged in the private practice of
dentistry for 30 years, retiring in 1983. During that
time, Dr. Mestad served on numerous community and
professional boards. Currently, Dr. Mestad is Chairman
of the Board at Foothill Presbyterian Hospital, a member
of the board of directors of Citrus Valley Health
Partners, and a trustee of the Governance Forum of the
California Hospital Association.
George Sellers 59 Mr. Sellers is an Accountant and Enrolled Agent licensed
Director by the Internal Revenue Service to represent tax payers.
Mr. Sellers has owned Merchants Bookkeeping since 1974
which provides various accounting and tax services to
local businesses, non-profit organizations, and
individuals located primarily in the greater San Gabriel
Valley and the Inland Empire. Mr. Sellers has served on
several community boards during the past 30 years,
including the American Youth Soccer Organization, and
currently is a member in the West End Service Club and
Upland Foothill Kiwanis.
Max Williams 55 Mr. Williams is a licensed architect with a Bachelor's
Director degree in Architecture and a Master's degree in Urban and
Regional Planning. He is, and since 1979 has been, the
owner and president of his own architectural firm. Prior
to 1979, Mr. Williams was employed as an architect by
independent real estate development and architectural
firms, including Lewis Development Company and William L.
Pereira Associates. Mr. Williams also is a member, and a
past president of the Inland California Chapter, of the
American Institute of Architects.
</TABLE>
3
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation received for the three
fiscal years ended December 31, 1999, by the Company's Chief Executive Officer,
and the other executive officers whose aggregate cash compensation for services
rendered to the Company in all capacities in 1999 exceeded $100,000
(collectively, the "Named Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual Compensation -------------
Name and Principal ---------------------------------- Stock Options All Other
Position Year Salary($) Bonus($)(1) (Shares) Compensation
------------------ ---- ----------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
George E. Langley 1999 $269,939(2) $135,785 25 $29,017(3)
President and Chief 1998 269,695(2) 124,242 -0- 26,688(3)
Executive Officer of the 1997 235,048(2) 120,975 20,000 17,714(3)
Company and the Bank
Tom Kramer 1999 167,101 28,771 25 20,301(4)
Executive Vice President, 1998 158,303 76,404 -0- 17,061(4)
Chief Credit Officer and 1997 154,103 76,404 5,000 13,259(4)
Secretary of the Company
and Bank
Donna Miltenberger 1999 191,114(5) 86,160 10,025 5,966(6)
Executive Vice President 1998 166,012(5) 79,328 10,000 4,300(6)
and Chief Operating 1997 146,969 79,328 15,000 3,268(6)
Officer of the Company
& Bank
Carol Ann Graf 1999 78,444 13,420 150 8,293(8)
Senior Vice President, 1998 69,955(7) 12,613 5,000 9,148(8)
Chief Financial Officer, 1997 66,326(7) 10,542 5,000 7,775(8)
Assistant Secretary of
the Company and Bank
</TABLE>
- --------------------------
(1) Bonuses paid to the Named Officers are pursuant to annual incentive
compensation programs established each year for all employees of the Bank,
including the Bank's executive officers. Under this program, performance
goals, relating to such matters as deposit and loan growth, improvements in
loan quality and profitability were established each year. Incentive
compensation, in the form of cash bonuses, was awarded based on the extent
to which the Bank achieved or exceeded the performance goals.
(2) Salary figures for Mr. Langley include directors' fees paid to him by the
Company and the Bank in each year presented.
(3) Includes above-market earnings of $20,749, $18,508 and $14,381 accrued in
1999, 1998 and 1997, respectively, on compensation deferred in the years
1985 through 1988 under a deferred compensation plan in effect during that
period designed to provide retirement benefits for officers and other key
management employees (the "1985 Deferred Compensation Plan") and employer
contributions to the Company's 401(k) Plan (the "401k Plan") of $8,268 in
1999, $8,180 in 1998 and $3,333 in 1997.
4
<PAGE> 5
(4) Includes above-market earnings of $14,555, $12,920 and $10,048 accrued in
1999, 1998 and 1997,respectively, on compensation deferred in 1985 through
1989 by Mr. Kramer under the 1985 Deferred Compensation Plan and employer
contributions to the 401k Plan of $5,746 in 1999, $4,141 in 1998 and $3,210
in 1997.
(5) Salary figures for Ms. Miltenberger include director's fees paid to her by
the Company and the Bank in 1999 and in the months of October, November and
December of 1998.
(6) Includes employer contributions to the 401k Plan of $5,966 in 1999, $4,300
in 1998 and $3,268 in 1997.
(7) Salary figures for Ms. Graf include board secretary fees paid to her by the
Company and the Bank in each year presented.
(8) Includes above-market earnings of $5,885, $5,243 and $4,089 accrued in 1999,
1998 and 1997, respectively, on compensation deferred in 1985 through 1989
by Ms. Graf under the 1985 Deferred Compensation Plan and employer
contributions to the 401k Plan of $2,407 in 1999, $3,905 in 1998 and $3,676
in 1997.
STOCK OPTIONS
Option Grants in 1999. The following table provides information on
option grants in fiscal 1999 to the Named Officers.
<TABLE>
<CAPTION>
Potential
Percent of Realizable Value of
Total Options at Assumed
Options Annual Rates of
Granted to Stock Price
All Appreciation for
Options Employees Exercise Option Terms (5)
Granted in In Fiscal Price Expiration -------------------
Name 1999 1999(3) ($/Share)(4) Date 5% 10%
---- ---------- ---------- ------------ ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
George Langley 25(1) 0.08% $14.75 3/30/09 $ 161 $ 474
Donna Miltenberger 25(1) 14.75 3/30/09 161 474
10,000(2) 32.65% 12.875 9/9/09 83,050 208,450
Tom Kramer 25(1) 0.08% 14.75 3/30/09 161 474
Carol Ann Graf 25(1) 14.75 3/30/09 161 474
50(1) 13.875 6/29/09 365 992
75(1) 0.49% 11.875 9/29/09 698 1,488
</TABLE>
- ---------------------
(1) Shares become exercisable immediately.
(2) Shares become exercisable in 2 annual installments of 2,384 shares 1/1/00
and 7,616 shares 1/1/01.
(3) Options to purchase an aggregate of 30,700 shares were granted to all
employees in fiscal 1999, including the named officers.
(4) The exercise price may be paid by delivery of already-owned shares.
(5) There is no assurance that the values that may be realized by an executive
on exercise of his options will be at or near the value estimated in the
table, which utilizes arbitrary compounded rates of growth of stock price of
5% and 10% per year.
5
<PAGE> 6
FISCAL YEAR-END OPTION VALUES. None of the Named Officers exercised any
options in 1999. The following table provides information with respect to the
value of unexercised "in-the-money" options held by the Named Officers as of
December 31, 1999.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (#) Options at FY-End ($)
--------------------------- ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
George E. Langley 93,520 -0- $ 587,935 $ -0-
Tom Kramer 58,976 -0- 377,863 -0-
Donna Miltenberger 64,405 10,000 273,565 1,250
Carol Ann Graf 13,666 3,938 50,561 1,350
</TABLE>
- -------------------
(1) The average of the high and low prices of the Company's common stock on
December 31, 1999 on the NASDAQ National Market System was $13.00.
6
<PAGE> 7
COMPENSATION COMMITTEE INTERLOCKS
The Members of the Compensation Committee of the Board of Directors in
1999 were O. L. Mestad , William V. Landecena, Richard Galich, George Sellers,
all of whom are non-employee Directors of the Company and the Bank, and George
E. Langley, the President and Chief Executive Officer of the Company and the
Bank.
Mr. Langley's primary role on the Compensation Committee is to provide
input on the performance of the Company's executive officers and other key
management employees, and Mr. Langley does not participate in the deliberations,
and he does not vote on decisions, regarding his compensation.
DIRECTOR'S COMPENSATION
During fiscal 1999 the Bank paid the Chairman of the Board of Directors
$1,950 per month and each other director, including Mr. Langley and Ms.
Miltenberger, $1,550 per month in directors' fees for services and attendance at
Board and committee meetings, and each director received $454 per month as
reimbursement for health insurance premiums.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based upon information made available to the Company, the Company
believes that all filing requirements under Section 16(a) of the Securities
Exchange Act of 1934 applicable to its directors, officers and any persons
holding 10 percent or more of the Company's common stock were satisfied with
respect to the Company's fiscal year ended December 31, 1999.
7
<PAGE> 8
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
Set forth below is certain information as of April 14, 2000 regarding
the number of shares of the Company's common stock owned by (i) each person who
we know owns more than 5% of the outstanding shares of common stock of the
Company, (ii) each director and executive officer of the Company, and (iii) all
directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount and Nature
of
Name Beneficial Ownership Percent of Class
---- -------------------- ----------------
<S> <C> <C>
William V. Landecena 368,562(1) 6.82%
O. L. Mestad 276,292(2) 5.11%
George E. Langley 206,783(3) 3.82%
Richard Galich 135,401(4) 2.54%
Tom Kramer 120,107(5) 2.23%
Donna Miltenberger 118,926(6) 2.21%
Max Williams 81,653(7) 1.52%
Carol Ann Graf 34,647(8) 0.65%
George Sellers 32,813(4) 0.61%
All Directors and Executive 1,375,185(9) 23.62%
Officers of the Company as a
group (9 in number)
</TABLE>
- ---------------
(1) Includes 81,488 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000. The shares
beneficially owned by Mr. Landecena include shares held in several trusts
established by Mr. Landecena.
(2) Includes 84,703 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.
(3) Includes 93,520 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.
(4) Includes 14,500 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.
(5) Includes 58,976 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.
(6) Includes 66,789 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.
(7) Includes 64,071 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.
(8) Includes 17,604 shares of common stock subject to outstanding stock options
exercisable during the 60-day period ending June 14, 2000.
(9) Includes an aggregate of 496,151 shares of common stock subject to
outstanding stock options exercisable during the 60-day period ending June
14, 2000.
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 21, 2000 FOOTHILL INDEPENDENT BANCORP
By: /s/ GEORGE E. LANGLEY
---------------------------------
George E. Langley, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment on Form 10K/A has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ GEORGE E. LANGLEY President, Chief Executive Officer and April 21, 2000
- ------------------------------------ Director
George E. Langley
/s/ CAROL A GRAF Senior Vice President (Principal Financial April 21, 2000
- ----------------------------------- and Principal Accounting Officer)
Carol A. Graf
/s/ RICHARD GALICH * Director April 21, 2000
- ------------------------------------
Robert S. Throop
/s/ WILLIAM V. LANDECENA* Director April 21, 2000
- -----------------------------------
William V. Landecena
/s/ O. L MESTAD* Director April 21, 2000
- ------------------------------------
O. L. Mestad
/s/ DONNA MILTENBERGER* Executive Vice President, Chief Operating April 21, 2000
- ----------------------------------- Officer and Director
Donna Miltenberger
/s/ GEORGE SELLERS* Director April 21, 2000
- ------------------------------------
George Sellers
/s/ MAX WILLIAMS* Director April 21, 2000
- ------------------------------------
Max Williams
*By: /s/ GEORGE E. LANGLEY April 21, 2000
-----------------------------------
George E. Langley, Attorney-in-Fact
</TABLE>
9
<PAGE> 10
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
3.4* Amendment of Bylaws adopted February 15, 2000
relating to nominating and shareholder proposal
procedures
21* Subsidiaries
23.1* Consent of Independent Certified Public Accountants
23.2 Consent of Independent Certified Public Accountants
with respect to the Financial Statements of
Registrant's 401k Plan included as Exhibit 99.1 to this
Report
27.1* Financial Data Schedule
99.1 Financial Statements of registrant's 401k Plan (Partners in
Your Future) required by Form 11-K, which is being filed as
part of this Annual Report pursuant to Rule 15d-21 under the
Securities Exchange Act of 1934
- ------------------------
* Previously Filed
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To Foothill Independent Bancorp:
We consent to the incorporation by reference of our report dated March 8, 1999,
on the financial statements of Foothill Independent Bank Partners in Your Future
retirement plan as of December 31, 1999 and 1998, included as part of this Form
10-K into the Registration Statement on Form S-8 (Registration Number 33-57586).
/s/ Vavrinek, Trine, Day & Company
----------------------------------
VAVRINEK, TRINE, DAY & COMPANY
Certified Public Accountants
April 21, 1999
Rancho Cucamonga, California
<PAGE> 1
EXHIBIT 99.1
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
================================================
FINANCIAL STATEMENTS
and
SUPPLEMENTARY INFORMATION
DECEMBER 31, 1999 AND 1998
with
INDEPENDENT AUDITORS' REPORT
================================================
<PAGE> 2
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT..................................................1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits
December 31, 1999 ........................................................2
Statements of Net Assets Available for Benefits
December 31, 1998.........................................................3
Statements of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999 and 1998.............................4
Notes to Financial Statements.............................................5
SUPPLEMENTARY INFORMATION
Schedule of Assets Held for Investment Purposes...........................9
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
Foothill Independent Bank
Partners In Your Future 401(K) Profit Sharing Plan
Glendora, California
We have audited the accompanying statements of net assets available for benefits
of the Foothill Independent Bank Partners in Your Future 401 (K) Profit Sharing
Plan as of December 31, 1999 and 1998, and the related statements of changes in
net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Foothill
Independent Bank Partners In Your Future 401 (K) Profit Sharing Plan at December
31, 1999 and 1998, and the changes in its net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Rancho Cucamonga, California
April 11, 2000
-1-
<PAGE> 4
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31, 1999
-----------------------------------------------------
Foothill Highmark
Independent Highmark Highmark Intermediate-
Bank Growth Balanced Term
Stock Fund Fund Bond Fund
----------- -------- -------- -------------
<S> <C> <C> <C> <C>
ASSETS
CASH
INVESTMENTS AT FAIR VALUE (Note #3)
Shares of registered investment companies:
Foothill Independent Bank stock $2,240,055
Mutual funds $904,272 $579,110 $181,441
Money market funds
Loans to participants
---------- -------- -------- --------
2,240,055 904,272 579,110 181,441
---------- -------- -------- --------
RECEIVABLES (Note #4)
Employer's contribution
Participants' contribution
---------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $2,240,055 $904,272 $579,110 $181,441
========== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999
------------------------------------
Highmark
Diversified
Money
Market Fund Other Total
----------- -------- ----------
<S> <C> <C> <C>
ASSETS
CASH $ 183 $ 183
-------- ----------
INVESTMENTS AT FAIR VALUE (Note #3)
Shares of registered investment companies:
Foothill Independent Bank stock 2,240,055
Mutual funds 1,664,823
Money market funds $278,365 278,365
Loans to participants 144,187 144,187
-------- -------- ----------
278,365 144,187 4,327,430
-------- -------- ----------
RECEIVABLES (Note #4)
Employer's contribution 10,240 10,240
Participants' contribution 15,242 15,242
-------- -------- ----------
25,482 25,482
-------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $278,365 $169,852 $4,353,095
======== ======== ==========
</TABLE>
- ----------------
* Nonparticipant-directed
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 5
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31, 1998
-----------------------------------------------------
Foothill Highmark
Independent Highmark Highmark Intermediate-
Bank Growth Balanced Term
Stock Fund Fund Bond Fund
----------- -------- -------- -------------
<S> <C> <C> <C> <C>
ASSETS
CASH
INVESTMENTS AT FAIR VALUE (Note #3)
Shares of registered investment companies:
Foothill Independent Bank stock $2,492,227
Mutual funds $755,427 $537,582 $199,100
Money market funds
Loans to participants
---------- -------- -------- --------
2,492,227 755,427 537,582 199,100
---------- -------- -------- --------
RECEIVABLES (Note #4)
Employer's contribution
Participants' contribution
---------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $2,492,227 $755,427 $537,582 $199,100
========== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
------------------------------------
Highmark
Diversified
Money
Market Fund Other Total
----------- -------- ----------
<S> <C> <C> <C>
ASSETS
CASH $ 33,830 $ 33,830
-------- ----------
INVESTMENTS AT FAIR VALUE (Note #3)
Shares of registered investment companies:
Foothill Independent Bank stock 2,492,227
Mutual funds 1,492,109
Money market funds $205,450 205,450
Loans to participants 97,799 97,799
-------- -------- ----------
205,450 97,799 4,287,585
-------- -------- ----------
RECEIVABLES (Note #4)
Employer's contribution 24,114 24,114
Participants' contribution 14,997 14,997
-------- -------- ----------
39,111 39,111
-------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $205,450 $170,740 $4,360,526
======== ======== ==========
</TABLE>
-3-
<PAGE> 6
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999
------------------------------------------------------------------------------
Foothill Highmark Highmark
Independent Highmark Highmark Intermediate Diversified
Bank Growth Balanced Term Money
Stock Fund Fund Bond Fund Market Fund Other
----------- -------- -------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Additions to net assets
attributed to:
Investment income
Net appreciation in fair
value of instruments $ 72,823
Gain on sale of investments 13,658 $ 1,629
Interest $ 1,826 2,279 1,890 $ 1,057 $ 14,302
Dividends 55,305 15,061 10,821
Other 75,926 45,996 7 $ 66,590
---------- -------- -------- --------- -------- --------
57,131 164,686 64,576 11,885 14,302 66,590
CONTRIBUTIONS
Employer's 297,670 1,789 (13,873)
Participants' 149,258 123,850 92,276 31,383 30,534 245
Participants' rollovers 4,895 38,803 33,131 2,782 25,649
---------- -------- -------- --------- -------- --------
451,823 162,653 125,407 34,165 57,972 (13,628)
---------- -------- -------- --------- -------- --------
Total Additions 508,954 327,339 189,983 46,050 72,274 52,962
---------- -------- -------- --------- -------- --------
DEDUCTIONS
Deductions from net assets
attributed to:
Net depreciation in fair
value of instruments 293,554 32,054 9,901
Loss on sale of investments 60,278 1,772
Benefits paid to participants 249,263 152,383 94,505 20,236 21,217 20,223
Forfeitures 16,306 1,112 1,113 1,993
Other distributions 164,425 21,875 11,587 8,456 22,740
---------- --------- -------- --------- -------- --------
Total Deductions 783,826 175,370 139,259 42,358 43,957 20,223
---------- -------- -------- --------- -------- --------
Net increase prior to interfund
transfers (274,872) 151,969 50,724 3,692 28,317 32,739
Interfund transfers 22,700 (3,124) (9,196) (21,351) 44,598 (33,627)
---------- -------- -------- --------- -------- --------
Increase (Decrease) in net assets (252,172) 148,845 41,528 (17,659) 72,915 (888)
---------- -------- -------- --------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 2,492,227 755,427 537,582 199,100 205,450 170,740
---------- -------- -------- -------- -------- --------
End of year $2,240,055 $904,272 $579,110 $181,441 $278,365 $169,852
========== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
1999 1998
---------- ----------
Total
----------
<S> <C> <C>
ADDITIONS
Additions to net assets
attributed to:
Investment income
Net appreciation in fair
value of instruments $ 72,823 $ (122,877)
Gain on sale of investments 15,287
Interest 21,354 17,063
Dividends 81,187 348,591
Other 188,519 74,349
---------- ----------
379,170 317,126
CONTRIBUTIONS
Employer's 285,586 289,946
Participants' 427,546 442,474
Participants' rollovers 105,260 45,720
---------- ----------
818,392 778,140
---------- ----------
Total Additions 1,197,562 1,095,266
---------- ----------
DEDUCTIONS
Deductions from net assets
attributed to:
Net depreciation in fair
value of instruments 335,509
Loss on sale of investments 62,050
Benefits paid to participants 557,827 313,025
Forfeitures 20,524 11,764
Other distributions 229,083 21,184
---------- ----------
Total Deductions 1,204,993 345,973
---------- ----------
Net increase prior to interfund
transfers (7,431) 749,293
Interfund transfers 0
---------- ----------
Increase (Decrease) in net assets (7,431) 749,293
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 4,360,526 3,611,233
---------- ----------
End of year $4,353,095 $4,360,526
========== ==========
</TABLE>
-4-
<PAGE> 7
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE #1 - DESCRIPTION OF PLAN
The following description of the Foothill Independent Bank Partners in Your
Future 401(K) Profit Sharing Plan ("the Plan") provides only general
information. Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
A. General
The Plan is a defined contribution plan covering all full-time employees of
Foothill Independent Bank (FIB). There is no age or service requirement. It
is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA). FIB adopted the Plan effective January 1, 1994.
B. Contributions
Each year, FIB contributes to the Plan matching contributions equal to a
discretionary percentage, to be determined by the Employer, of the
participant's salary reductions. Participants may contribute up to 15% of
their annual wages before bonuses and overtime, not to exceed a limit set by
law. The limit for 1999 was $10,000. FIB's matching contribution is in the
form of FIB stock.
C. Participant Accounts
Each participant's account is credited with the participant's contribution
and allocation of (a) the FIB contributions, and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
D. Vesting
Participants are vested in FIB contributions according to the following
schedule:
Year of
Service Percentage
------- ----------
1 Year 25%
2 Years 50%
3 Years 100%
Employee contributions, deferrals and rollovers are immediately 100% vested.
No vested benefit may be forfeited.
-5-
<PAGE> 8
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE #1 - DESCRIPTION OF PLAN, Continued
E. Payment of Benefits
On termination of service, a participant may elect to receive a lump-sum
amount equal to the value of the participant's vested interest in his or her
account. Participants with vested balances greater than $3,500 may opt to
leave the balance with the Plan.
F. Loans to Participants
Participants may apply for a loan of up to one-half total contributions. The
loans are secured by the accounts of the participant. The loans are
available to all participants and bear a reasonable rate of interest.
G. Forfeited Accounts
At December 31, 1999, forfeited non-vested accounts totaled $20,524. These
accounts will be used to reduce future employer contributions.
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of Accounting
The financial statements of the Plan are prepared using the accrual method
of accounting.
B. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
C. Valuation of Assets
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. The Company stock is
valued at its quoted market price. Participant notes receivable are valued
at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the date received.
-6-
<PAGE> 9
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
D. Tax Status
The Trust established by the Plan to hold the Plan's assets is qualified
Internal Revenue Code Section 410(b). Accordingly, the Plan's net investment
income is exempt from income taxes. The Plan has received a favorable tax
determination letter from the Internal Revenue Service and the Plan sponsor
believes that the Plan continues to qualify and operate as designed.
E. Administration of Plan Assets
Contributions made by FIB and its employees are held and managed by a
Trustee, which invests the cash received, interest and dividends in
accordance with participant's instructions. Distributions to participants
are made by the Trustee. The Trustee also administers the payment of
principal and interest on participant loans.
Certain administrative functions are performed by officers or employees of
FIB. No such officer or employee receives additional compensation from the
Plan. The administrative and Trustee fees associated with the Plan are paid
by FIB and not from the Plan assets.
NOTE #3 - INVESTMENTS
Investments are valued at fair value base upon quoted market prices at year-end.
At December 31, 1999, investments were made up of the following:
Net
Current Appreciation
Cost Value (Depreciation)
----------- ---------- -------------
Foothill Independent Bank Stock $ 2,125,656 $2,240,055 $114,399
Mutual Funds 1,478,728 1,664,823 186,095
Money Market Funds 278,365 278,365 --
Loans to Participants 144,187 144,187
----------- ---------- --------
Total $ 3,882,749 $4,327,430 $444,681
=========== ========== ========
Unrealized appreciation recognized during the year was $72,823, and unrealized
depreciation in fair value was $335,509. Realized gain on sale of investments
was $15,287, and realized loss on sale of investments was $62,050.
-7-
<PAGE> 10
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE #4 - RECEIVABLES
Receivables at December 31, consist of the following:
1999 1998
------- -------
Contributions
Employer $10,240 $24,114
Participants 15,242 14,997
------- -------
Total Receivables $25,482 $39,111
======= =======
NOTE #5 - PENDING BENEFITS PAYABLE
As of December 31, payments to participants who have withdrawn from the Plan,
but have not yet been paid totaled $411,891 and $227,733 at December 31, 1999
and 1998, respectively. Benefits payable to withdrawn participants are included
in the total Net Assets Available for Benefits.
NOTE #6 - EXCESS CONTRIBUTIONS
During the year, excess contributions were returned to certain participants.
These amounts totaled $19,447 and $8,119 with related interest earnings of
$1,077, and $3,645 for the years ended December 31, 1999 and 1998, respectively.
NOTE #7 - CONTINGENCIES
The Plan's Discrimination Testing has not yet been completed for the year ended
December 31, 1999. Should the results of this test determine the plans is
top-heavy, contributions may be returned to certain participants. Any effect of
this testing has been determined to be immaterial to these financial statements
and will be accounted for in the current year.
NOTE #8 - TERMINATION OF PLAN
Although it has not expressed any intent to do so, FIB has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan,
subject to provisions of ERISA. In the event of Plan termination, participants
will become 100% vested in their accounts.
-8-
<PAGE> 11
=========================
SUPPLEMENTARY INFORMATION
=========================
<PAGE> 12
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401 (K) PROFIT SHARING PLAN
PLAN NUMBER 1
E.I.N. 95-2789830
FOR THE YEAR ENDED DECEMBER 31, 1999
SCHEDULE G
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT YEAR END, FORM 5500, LINE 27A
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
- --- --- --- --- ---
Description of Investment including
Identity of Issue, Borrower, maturity date, rate of interest, Current
Lessor or Similar Party collateral, par or maturity value Cost Value
- ----------------------------------- ----------------------------------- ---------- ----------
<S> <C> <C> <C>
Foothill Independent Bank Foothill Independent Bank Stock $2,125,656 $2,240,055
HighMark Capital Management Highmark Money Market Fund 278,365 278,365
HighMark Capital Management Highmark Growth Equity Fund 739,890 904,272
HighMark Capital Management Highmark Balanced Fund 550,012 579,110
HighMark Capital Management Highmark Intermediate Term
Bond Fund 188,826 181,441
Participant Loans Various loans at 8.25% to
10.43% interest -- 144,187
---------- ----------
$3,882,749 $4,327,430
========== ==========
</TABLE>
