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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 30, 2000
FOOTHILL INDEPENDENT BANCORP
(Exact name of Registrant as specified in charter)
CALIFORNIA 0-11337 95-3815805
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
510 SOUTH GRAND AVENUE, GLENDORA, CALIFORNIA 91741
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(626) 963-8551 OR (909) 599-9351
NOT APPLICABLE
(Former name or former address, if changed, since last report)
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ITEM 5. OTHER EVENTS
On March 30, 2000, Foothill Independent Bancorp ("Foothill") purchased,
for a price of $11.50 per share, a total of 430,729 shares of common stock that
were owned by Basswood Financial Partners, LP and certain of its affiliates
("Basswood"). Those shares represented 7.5% of our outstanding shares. At the
same time certain officers and directors of Foothill or, its wholly owned
subsidiary, Foothill Independent Bank (the "Bank"), purchased 100,400 shares of
our common stock owned by Basswood for the same price per share.
In connection with the Company's purchase, Basswood entered into a
Settlement Agreement with Foothill, the principal elements of which are:
(1) A mutual settlement and release of all, and an agreement not to
assert any, claims that either Foothill or Basswood have or might have against
the other and, in connection with that settlement, a dismissal, without
prejudice, of a pending appeal of a California Superior Court decision,
described in our Proxy Materials for our 1999 Annual Meeting, relating to the
nature of the corporate and shareholder information that Basswood, as a record
shareholder of Foothill, was entitled to inspect pursuant to California law.
(2) A standstill agreement pursuant to which Basswood agreed that, for
a period of ten years, it will not:
o acquire or own more than 1% of Foothill's outstanding
shares;
o make any public announcement relating to, submit any
proposal for, or take any action in furtherance of
any extraordinary transaction or merger,
consolidation, sale of substantial assets or business
combination involving Foothill;
o participate in an election or other proxy contest or
seek to solicit the votes or written consents of
Foothill shareholders on any matter;
o submit any shareholder proposals for submission to a
vote or written consent of shareholders or call any
special meeting of shareholders of Foothill.
o seek in any other manner to control or influence the
management or policies of Foothill.
(3) An agreement that each of the parties will bear its own expenses in
connection with the purchase and these other matters.
In addition, Basswood has agreed that it will vote all of the 531,129
shares sold by it Basswood for approval of all of the Proposals submitted by the
Board of Directors to a vote of the shareholders at the Special Shareholders
Meeting to be held on April 25, 2000. At that meeting shareholders will vote on
approval of a reincorporation of Foothill from California to Delaware and
certain changes to Foothill's charter documents, including the elimination of
cumulative voting and the establishment of a staggered Board of Directors
pursuant to which approximately one-third of the directors will be elected on a
rotating basis each year. Basswood also has granted an irrevocable proxy for
those shares which can be exercised by Foothill in the event that the shares are
not otherwise voted for approval of these Proposals by Basswood.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements.
Not Applicable
(b) Pro Forma Financial Statements.
Not Applicable
(c) Exhibits.
10.1 Stock Purchase Agreement dated March 29, 2000 between
Foothill and Basswood.
10.2 Settlement Agreement dated March 29, 2000 between
Foothill and Basswood.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 4, 2000 FOOTHILL INDEPENDENT BANCORP
By: /s/ DONNA MILTENBERGER
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Donna Miltenberger,
Executive Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 Stock Purchase Agreement dated March 29, 2000 between Foothill
and Basswood.
10.2 Settlement Agreement dated March 29, 2000 between Foothill and
Basswood.