-----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, M69sEe8xx7z1rTIUmRacnO/2YjxVuG5k24n6K8lGadZFrYIlugDb+gcNcuiJX5yU tpkQmPrKeKsL/E1VN9DGig== 0001095811-00-001178.txt : 20000501 0001095811-00-001178.hdr.sgml : 20000501 ACCESSION NUMBER: 0001095811-00-001178 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000428 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: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-11337 FILM NUMBER: 612005 BUSINESS ADDRESS: STREET 1: 510 S GRAND AVE CITY: GLENDORA STATE: CA ZIP: 91741 BUSINESS PHONE: 9095999351 MAIL ADDRESS: STREET 1: 510 S. GRAND AVENUE CITY: GLENDORA STATE: CA ZIP: 91741 10-K405/A 1 AMENDMENT TO FORM 10-K405 DECEMBER 31,1999 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 2 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
NAME & POSITIONS AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE ---------------- --- -------------------------------------------- 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.
2 3 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
NAME AND POSITIONS AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE ------------------ --- -------------------------------------------- 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.
3 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 $100,000 (collectively, the "Named Officers"): SUMMARY COMPENSATION TABLE
Long-Term Compensation Awards Annual Compensation ------------- Name and Principal ---------------------------------- Stock Options All Other Position Year Salary($) Bonus($)(1) (Shares) Compensation ------------------ ---- ----------- ----------- ------------- ------------ 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
- -------------------------- (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 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 $3,676 in 1997. STOCK OPTIONS Option Grants in 1999. The following table provides information on option grants in fiscal 1999 to the Named Officers.
Potential Percent of Realizable Value of Total Options at Assumed Options Annual Rates of Granted to Stock Price All Appreciation for Options Employees Exercise Option Terms (5) Granted in In Fiscal Price Expiration ------------------- Name 1999 1999(3) ($/Share)(4) Date 5% 10% ---- ---------- ---------- ------------ ---------- ------- -------- 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
- --------------------- (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 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.
Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options at FY-End (#) Options at FY-End ($) --------------------------- ------------------------------ Name Exercisable Unexercisable Exercisable Unexercisable ---- ----------- ------------- ----------- ------------- 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
- ------------------- (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 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 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.
Amount and Nature of Name Beneficial Ownership Percent of Class ---- -------------------- ---------------- 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)
- --------------- (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 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.
SIGNATURE TITLE DATE --------- ----- ---- /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
9 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 EX-23.2 2 EXHIBIT 23.2 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 EX-99.1 3 FINANCIAL STATEMENTS & SUPPPLEMENTARY INFORMATION 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 ================================================ 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 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- 4 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(K) PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 ----------------------------------------------------- Foothill Highmark Independent Highmark Highmark Intermediate- Bank Growth Balanced Term Stock Fund Fund Bond Fund ----------- -------- -------- ------------- 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 ========== ======== ======== ========
December 31, 1999 ------------------------------------ Highmark Diversified Money Market Fund Other Total ----------- -------- ---------- 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 ======== ======== ==========
- ---------------- * Nonparticipant-directed The accompanying notes are an integral part of these financial statements. -2- 5 FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(K) PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1998 ----------------------------------------------------- Foothill Highmark Independent Highmark Highmark Intermediate- Bank Growth Balanced Term Stock Fund Fund Bond Fund ----------- -------- -------- ------------- 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 ========== ======== ======== ========
December 31, 1998 ------------------------------------ Highmark Diversified Money Market Fund Other Total ----------- -------- ---------- 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 ======== ======== ==========
-3- 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
1999 ------------------------------------------------------------------------------ Foothill Highmark Highmark Independent Highmark Highmark Intermediate Diversified Bank Growth Balanced Term Money Stock Fund Fund Bond Fund Market Fund Other ----------- -------- -------- ------------ ------------ ---------- 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 ========== ======== ======== ======== ======== ========
1999 1998 ---------- ---------- Total ---------- 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 ========== ==========
-4- 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- 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- 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- 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- 11 ========================= SUPPLEMENTARY INFORMATION ========================= 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
(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 - ----------------------------------- ----------------------------------- ---------- ---------- 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 ========== ==========
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