-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LXz0/yykT+1v6OOGUIgmWKQzCe3nSYfRjj9FVbvTZfK0YjlhwzBFWVDQlWrE0yk5 uw0SygsonEua5GbsO9aW2A== 0001017062-02-001112.txt : 20020531 0001017062-02-001112.hdr.sgml : 20020531 20020531165449 ACCESSION NUMBER: 0001017062-02-001112 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOTHILL INDEPENDENT BANCORP CENTRAL INDEX KEY: 0000718903 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953815805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11337 FILM NUMBER: 02668140 BUSINESS ADDRESS: STREET 1: 510 S GRAND AVE CITY: GLENDORA STATE: CA ZIP: 91741 BUSINESS PHONE: 9095999351 MAIL ADDRESS: STREET 1: 510 S GRAND AVE CITY: GLENDORA STATE: CA ZIP: 91741 11-K 1 d11k.htm FORM 11-K DATED DECEMBER 31, 2001 Prepared by R.R. Donnelley Financial -- Form 11-K Dated December 31, 2001
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 11-K
 
(Mark One)
 
 
x
 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
 
For the fiscal year ended December 31, 2001
 
OR
 
 
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
 
For the transition period from                             to                             
 
Commission file number 0-11337
 

 
A.
 
Full title of Plan and address of Plan, if different from that of the issuer named below:
 
FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
 
B.
 
Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:
 
Foothill Independent Bancorp
510 South Grand Avenue,
Glendora, California 91741


 
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
 
DECEMBER 31, 2000 AND 1999
 
TABLE OF CONTENTS
 


 
Independent Auditors’ Report
 
Foothill Independent Bank
Partners In Your Future 401(k) Profit Sharing Plan
Glendora, California
 
We were engaged to audit 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, 2001 and 2000, and the related statements of changes in net assets available for benefits for the year ended December 31, 2001, and the supplemental information included in Schedule H, “Financial Transaction Schedules,” (IRS Form 5500) and the supplemental schedule of assets (held at end of year) referred to as “supplemental information” as of or for the year ended December 31, 2001. These financial statements and schedules are the responsibility of the Plan’s management.
 
As permitted by 29 CFR 2520.103-8 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the Plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note #3, which was certified by The Charles Schwab Trust Company, the trustee of the Plan, except for comparing the information with the related information included in the 2001 financial statements and supplemental schedules. We have been informed by the Plan administrator that the trustee holds the Plan’s investment assets and executed investment transactions. The Plan administrator has obtained a certification from the trustee as of and for the year ended December 31, 2001, that the information provided to the Plan administrator by the trustee is complete and accurate.
 
Because of the significance of the information in the Plan’s 2001 financial statements that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements and supplemental schedules as of or for the year ended December 31, 2001. The form and content of the information included in the financial statements and supplemental schedules, other than that derived from the information certified by the trustee, have been audited by us in accordance with auditing standards generally accepted in the United States of America and, in our opinion, are presented in compliance with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
 
We have audited the statement of net assets available for benefits of the Foothill Independent Bank Partners in Your Future 401(k) Profit Sharing Plan as of and for the year ended December 31, 2000, and in our report dated March 19, 2001, we expressed our opinion that such financial statement presents fairly, in all material respects, the net assets available for benefits of Foothill Independent Bank Partners in Your Future 401(k) Profit Sharing Plan as of December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.
 
/s/ Vavrinek, Trine, Day & Co., LLP
 
VAVRINEK, TRINE, DAY & CO., LLP
 
Rancho Cucamonga, California
April 1, 2002

3


 
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
 
    
2001

  
2000

ASSETS
             
Investments at Fair Value (Note #3)
             
Shares of registered investment companies
             
Foothill Independent Bancorp common stock *
  
$
2,621,380
  
$
2,235,588
Mutual Funds
  
 
1,625,458
  
 
1,694,350
Loans to participants
  
 
147,191
  
 
100,978
    

  

    
 
4,394,029
  
 
4,030,916
    

  

Receivables (Note #4)
             
Employer’s contribution
  
 
34,877
  
 
9,613
Participants’ contribution
  
 
56,410
  
 
14,215
    

  

    
 
91,287
  
 
23,828
    

  

Cash*
  
 
80,480
  
 
22,851
    

  

NET ASSETS AVAILABLE FOR BENEFITS
  
$
4,565,796
  
$
4,077,595
    

  


*Nonparticipant-directed
 
 
The accompanying notes are an integral part of these financial statements.

4


 
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31,
 
    
2001

Additions
      
Additions to net assets attributed to:
      
Investment Income
      
Interest
  
$
69,368
Dividends
  
 
218,266
Realized gain on sales of investments
  
 
8,791
    

    
 
296,425
    

Contributions
      
Employer
  
 
272,558
Participant
  
 
414,914
Participants’ rollovers
  
 
82,940
    

    
 
770,412
    

Total Additions
  
 
1,066,837
    

Deductions
      
Deductions from net assets attributed to:
      
Net depreciation in fair value of instruments
  
 
117,059
Benefits paid to participants
  
 
459,037
Other distributions
  
 
2,540
    

Total Deductions
  
 
578,636
    

Net Increase in Net Assets
  
 
488,201
Net Assets Available for Benefits
      
Beginning of Year
  
 
4,077,595
    

End of Year
  
$
4,565,796
    

 
 
The accompanying notes are an integral part of these financial statements

5


 
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
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 employees of Foothill Independent Bank and Platinum Results (FIB) who have completed six months of service. 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 from one percent to fifteen percent of their annual wages before bonuses and overtime, not to exceed a limit set by law. The limit for 2001 was $10,500. FIB’s matching contribution is in the form of Foothill Independent Bancorp common stock. Eligible employees may contribute amounts representing distributions from other qualified plans, as long as they meet the requirements for rollover.
 
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:
 
Years of Service

    
Percentage

1 year
    
25%
2 Years
    
50%
3 Years
    
100%
 
Employee contributions, deferrals, and rollovers are immediately 100 percent vested. No vested benefit may be forfeited.

6


 
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
 
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 of their vested account balance, with a minimum loan of $1,000 and a maximum of $50,000. The loans are secured by the accounts of the participant and are for a fixed term requiring regular payments. The loans are available to all participants and bear a reasonable rate of interest.
 
G.
 
Forfeited Accounts
 
At December 31, 2001, forfeited non-vested accounts totaled $17,865. 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 accounting principles generally accepted in the United States of America 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 Foothill Independent Bancorp 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.
 

7


 
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
 
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 based upon quoted market prices at year-end. At December 31, 2001, investments were made up of the following:
 
    
Cost

  
Current Value

  
Net Appreciation (Depreciation)

 
Foothill Independent Bancorp Common Stock
  
$
2,557,258
  
$
2,621,380
  
$
64,122
 
Mutual Funds
  
 
1,806,639
  
 
1,625,458
  
 
(181,181
)
Loans to Participants
  
 
147,191
  
 
147,191
  
 
—  
 
    

  

  


Total
  
$
4,511,088
  
$
4,394,029
  
$
(117,059
)
    

  

  


 
At December 31, 2000, investments were made up of the following:
 
    
Cost

  
Current Value

  
Net Appreciation (Depreciation)

 
Foothill Independent Bancorp Common Stock
  
$
1,901,763
  
$
2,235,588
  
$
333,825
 
Mutual Funds
  
 
1,878,517
  
 
1,694,350
  
 
(184,167
)
Loans to Participants
  
 
100,978
  
 
100,978
  
 
—  
 
    

  

  


Total
  
$
3,881,258
  
$
4,030,916
  
$
149,658
 
    

  

  


 

8


 
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
 
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
Note #4—Receivables
 
Receivables at December 31, consist of the following:
 
    
2001

  
2000

Contributions
             
Employer
  
$
34,877
  
$
9,613
Participants
  
 
56,410
  
 
14,215
    

  

Total Receivables
  
$
91,287
  
$
23,828
    

  

 
Note #5—Pending Benefits Payable
 
Distributions to participants who have withdrawn from the Plan, but have not yet been paid, totaled $855,051 and $701,952 at December 31, 2001 and 2000, respectively. Benefits payable to withdrawn participants are included in the total Net Assets Available for Benefits.
 
Note #6—Excess Contributions
 
During the year, there were no excess contributions that were required to be returned to participants.
 
Note #7—Contingencies
 
The Plan’s Discrimination Testing has not yet been completed for the year ended December 31, 2001. Should the results of this test determine the Plan 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 percent vested in their accounts.
 
 

9


 
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
 
FORM 5500, SCHEDULE H, LINE 4i
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
 
(a)
  
(b)
  
(c)
  
(d)
  
(e)
    
Identity of Issue, Borrower, Lessor or Similar Party

  
Description of Investment including maturity date, rate of interest, collateral, and par or maturity value

  
Cost

  
Current Value

    
Foothill Independent Bancorp
  
Foothill Independent Bancorp Common Stock
  
$
2,557,258
  
$
2,621,380
    
Morely Stable Value
  
Mutual Fund
  
 
240,824
  
 
252,616
    
Dreyfus Premier Bond
  
Mutual Fund
  
 
243,688
  
 
238,942
    
Columbia Balanced
  
Mutual Fund
  
 
541,236
  
 
493,963
    
Dreyfus S & P 500
  
Mutual Fund
  
 
18,689
  
 
17,641
    
Davis NY Venture
  
Mutual Fund
  
 
14,056
  
 
13,381
    
Gabelli Growth
  
Mutual Fund
  
 
669,891
  
 
528,252
    
Invesco Dynamics
  
Mutual Fund
  
 
4,384
  
 
4,137
    
Royce Opportunity
  
Mutual Fund
  
 
64,869
  
 
68,068
    
Artisan International
  
Mutual Fund
  
 
4,891
  
 
4,600
    
Invesco Technology
  
Mutual Fund
  
 
4,111
  
 
3,858
    
Participant Loans
  
4.5% to 10.43% interest
  
 
—  
  
 
147,191
              

  

              
$
4,363,897
  
$
4,394,029
              

  

 
There were no transactions in excess of 5 percent of investment category.
 

10


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Plan have duly caused this Annual Report to be signed on its behalf of the undersigned hereunto duly authorized.
 
 
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
 
         
Date: May 30, 2002
     
By:
 
                /s/    DONNA MILTENBERGER                 
               
                                Donna  Miltenberger
 
 
         
Date: May 30, 2002
     
By:
 
                        /s/    CINDY VRACIN                        
               
                                             Cindy Vracin

S-1


 
INDEX TO EXHIBITS
 
Exhibit No.

  
Description

    
Sequential
Page No.

Exhibit 23.1
  
Consent of Independent Public Accountants
    
13
 

E-1
EX-23.1 3 dex231.htm CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Prepared by R.R. Donnelley Financial -- Consent of Independent Public Accountants
 
EXHIBIT 23.1
 
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTS
 
To:
 
Foothill Independent Bank Partners in Your Future 401(k) Profit Sharing Plan
 
We consent to the incorporation by reference of our report dated April 1, 25, 2002 on the 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, 2001 and 2000, and the related Statements of Changes in Net Assets Available for Benefits for the year ended December 31, 2001, and the Supplemental Information as of or for the year then ended, into Registration Statement No. 33-57586 on Form S-8 filed January 29, 1993 (as amended by Post-Effective Amendment No. 1 thereto filed on July 27, 2000).
 
/s/    VAVRINEK, TRINE, DAY & CO., LLP        
VAVRINEK, TRINE, DAY & CO., LLP
Certified Public Accountants
 
May 30, 2002
Rancho Cucamonga, California

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