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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2007 or
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
.
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Commission File No. 00-11337
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A.
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FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:
Foothill Independent Bank
Partners in Your Future
401(k) Profit Sharing Plan
PacWest Bancorp
120 Wilshire Blvd.
Santa Monica, California 90401
-
B.
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NAME OF THE ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
PacWest Bancorp
401 West "A" Street
San Diego, California 92101
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Index
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Page
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Reports of Independent Registered Public Accounting Firms
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2
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Statements of Net Assets Available for BenefitsDecember 31, 2007 (Liquidation Basis) and 2006 (Liquidation Basis)
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4
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Statement of Changes in Net Assets Available for BenefitsYear ended December 31, 2007 (Liquidation Basis)
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5
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Notes to Financial Statements
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6
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Supplemental Schedule
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Schedule H, Line 4iSchedule of Assets (Held at End of Year)December 31, 2007 (Liquidation Basis)
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10
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All
other schedules are omitted because they are not required or applicable pursuant to the Employee Retirement Income Security Act of 1974 (ERISA) and Department of Labor regulations.
Report of Independent Registered Public Accounting Firm
The
401K Committee
Foothill Independent Bank Partners in Your Future 401(k) Profit Sharing Plan
We
have audited the accompanying statement of net assets available for benefits of Foothill Independent Bank Partners in Your Future 401(k) Profit Sharing Plan (the Plan) as of
December 31, 2007 (liquidation basis) and the related statement of changes in net assets available for benefits for the year ended December 31, 2007 (liquidation basis). 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 audit. The financial statement of the Plan as of
December 31, 2006 (liquidation basis) was audited by other auditors, whose report dated August 27, 2007, expressed an unqualified opinion on that financial statement.
We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audit provides 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 Plan as of December 31, 2007
(liquidation basis), and the changes in net assets available for benefits for the year ended December 31, 2007 (liquidation basis) in conformity with U.S. generally accepted accounting
principles.
As
discussed in Note 1(b) to the accompanying financial statements, on May 9, 2006, Foothill Independent Bancorp, parent of Foothill Independent Bank ("Bank")
approved an Agreement and Plan of Merger with PacWest Bancorp, formerly known as First Community Bancorp, which provided for the acquisition of Foothill Independent Bank. An application for
termination was filed with the Internal Revenue Services on January 16, 2007. A favorable determination letter was received on July 20, 2007. Subsequent to September 4, 2007,
PacWest Bancorp began the distribution process. Participant balances are to be distributed to participant IRA accounts or the participants current employer's Plan.
Our
audit was performed for the purpose of forming an opinion on the 2007 financial statements taken as a whole. The supplemental schedule, Schedule H, Line
4iSchedule of Assets (Held at End of Year) as of December 31, 2007 liquidation basis is presented for 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2007
financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic 2007 financial statements taken as a whole.
/s/
Squar, Milner, Peterson, Miranda & Williamson, LLP
Newport
Beach, California
June 27, 2008
See
accompanying notes to financial statements.
2
Report of Independent Registered Public Accounting Firm
To
the Participants and the Administrator of the
Foothill Independent Bank Partners in Your Future 401(k) Profit Sharing Plan:
We
have audited the accompanying statement of net assets available for benefits of the Foothill Independent Bank 401(k) Partners in Your Future Profit Sharing Plan (the Plan) as of
December 31, 2006. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement based on our audit.
We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audit provides a reasonable basis for our opinion.
In
our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 in
conformity with U.S. generally accepted accounting principles.
As
discussed in Note 1(b) to the Financial Statements, On May 2, 2006, the Board of Directors of Foothill Independent Bancorp, the Plans sponsor, voted to terminate the
Plan. In accordance with accounting principles generally accepted in the United States of America, the Plan has changed its basis of accounting from the ongoing Plan basis used in presenting the 2005
Financial Statements to the liquidation basis used in presenting the 2006 Financial Statements.
/s/
Grobstein, Horwath & Company LLP
Costa
Mesa, California
August 27, 2007
See
accompanying notes to financial statements.
3
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31, 2007 (Liquidation Basis) and 2006
(Liquidation Basis)
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2007
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2006
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Investments at fair value:
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Mutual funds
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$
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525,598
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$
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2,761,676
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Common stock
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1,247,826
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7,425,006
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Common/collective trust
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137,829
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759,204
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Participant loans
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97,233
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Total investments
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1,911,253
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11,043,119
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Net assets available for benefits
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$
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1,911,253
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11,043,119
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See
accompanying notes to financial statements.
4
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2007 (Liquidation
Basis)
Additions (deductions) to net assets attributable to:
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Investment income:
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Interest and dividends
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$
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237,788
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Net depreciation in fair value of investments
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(218,824
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)
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Total investment income
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18,964
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Deductions from net assets attributable to:
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Benefits paid / distributions to participants
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9,150,780
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Administrative expenses
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50
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Total deductions
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9,150,830
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Decrease in net assets
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(9,131,866
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)
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Net assets available for benefits:
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Beginning of the year
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11,043,119
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End of the year
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$
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1,911,253
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See
accompanying notes to financial statements.
5
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2007 (Liquidation Basis) and 2006 (Liquidation
Basis)
(1) Description of the 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 complete description of the Plan's provisions.
The Plan is a defined contribution plan which provides retirement benefits for eligible employees of Foothill Independent Bank and its subsidiaries (the Company)
that have elected to participate in the Plan. Foothill Independent Bancorp and its subsidiary Foothill Independent Bank were acquired by PacWest Bancorp, formerly known as First Community Bancorp, on
May 9, 2006, upon which all assets of the plan were frozen. As successor to Foothill Independent Bancorp, the Plan is administered by PacWest Bancorp. PacWest Bancorp is in the process of
terminating the Plan and has received favorable determination from the Internal Revenue Service (the IRS). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
On May 2, 2006 the Board of Directors of Foothill Independent Bancorp, the Plans sponsor, voted to terminate the Plan. On May 9, 2006, the Board of
Directors of Foothill Independent Bancorp approved an Agreement and Plan of Merger with PacWest Bancorp, which provided for the acquisition of Foothill Independent Bank. An application for termination
was filed with the Internal Revenue Services on January 16, 2007. A favorable determination letter was received on July 20, 2007. Subsequent to September 4, 2007, PacWest Bancorp
began the distribution process. Participant balances are to be distributed to participant IRA accounts or the participants current employer's Plan
The Plan is no longer accepting participant contributions and no contributions were received in 2007. The plan last received contributions in 2006. While
contributions were accepted, employees of the Company who completed six months of service were eligible to participate in the Plan. There was no age requirement. Participants could contribute, under a
salary reduction agreement, up to 100% of their eligible compensation, as defined, but not to exceed the dollar amount allowed by law, which was $15,000 for 2006. Participants could also contribute
amounts representing distributions (rollovers) from other tax favored plans, and participants age 50 and over may make unmatched "catch-up" contributions in accordance with Internal
Revenue Code (IRC) regulations and limitations.
Each participant account was credited with the participant's contributions, allocations of the Company's matching contribution and earnings or losses. Earnings of
the various funds are allocated to the participant balances according to the ratio that a participant's account balance or shares held in a given fund bears to the total of all account balances or
shares held in the fund.
6
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Notes to Financial Statements (Continued)
December 31, 2007 (Liquidation Basis) and 2006 (Liquidation Basis)
(1) Description of the Plan (Continued)
Participant contributions were immediately fully vested. The Company fully vested the matching contributions effective with the acquisition of Foothill
Independent Bancorp.
A participant may have received a distribution of his or her entire vested account balance upon the participant's termination of employment. While employed, a
participant may receive a distribution of his or her rollover account and employee contribution deferrals for reason of financial hardship, in accordance with Plan provisions. The Plan is currently in
the process distributing the Plan assets to the participants.
Loans to participants were made, at the discretion of the Plan's administrator, for up to 50% of the participants vested account balance in an amount not less
than $1,000 and not to exceed $50,000. Such loans are collateralized by the participant's vested balance in the Plan and were for a fixed term requiring regular payments. The loans bear a reasonable
rate of interest. Effective with the acquisition of Foothill Indpendent Bancorp all assets were frozen however routine loan payments were accepted by the Plan. Participants had the ability to pay the
loan balance in full prior to termination of the plan or deem their outstanding loan balance as a distribution, which is subject to certain tax consequences. There were no loans outstanding at
December 31, 2007.
(2) Significant Accounting Policies
The financial statements of the Plan have been prepared on the liquidation basis of accounting as of December 31, 2007 and December 31, 2006 and for
the years then ended.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities in the statements of net assets available for benefits and the additions and deductions in the statements of changes in net assets available
for benefits, as well as the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
The Plan's investments are maintained in publicly traded securities and are carried at fair value based on the published market quotations. The Plan's investments
in participant loans are valued at
7
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Notes to Financial Statements (Continued)
December 31, 2007 (Liquidation Basis) and 2006 (Liquidation Basis)
(2) Significant Accounting Policies (Continued)
cost,
which approximates fair value. All investment values are considered to approximate the liquidation basis of accounting.
The
Plan also had investments in PacWest Bancorp common stock in 2007 and 2006. These shares are valued at quoted market prices on a trade-date basis.
Appreciation
(depreciation) in fair value of investments is the realized gain (loss) on disposition of investments plus the unrealized increase (decrease) in fair value of investments
held from the beginning of the plan year or date of purchase, whichever is later. Purchases and sales of investments are recorded on a trade-date basis. Interest income and dividends are
recorded on the date received.
Participant benefits are recorded when paid.
Administrative expenses of the Plan are paid by the Company or the successor.
The Plan provides for various investment options in money market funds, mutual funds, common stocks, corporate debt, and government securities. Investment
securities are exposed to various risks such as interest rate, market, and credit. Due to the level of uncertainty related to changes in the value of investment securities, it is at least reasonably
possible that changes in the various risk factors, in the near term, could materially affect participants' account balances and the amounts reported in the financial statements.
(3) Investments
The following table presents the fair value of investments as of December 31, 2007 and 2006, with individual investments representing 5% or more of the
Plan's net assets available for benefits separately identified:
Investment
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2007
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2006
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PacWest Bancorp common stock
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1,247,826
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7,425,006
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Oakmark Equity and Income II
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134,191
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756,947
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Janus Adv:Forty/S
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176,395
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618,905
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Union Bank of California-Stable Fund
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139,246
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759,204
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PIMCO Real Return Bond A
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96,998
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287,477
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*
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Investments less than 5% of Plan assets
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116,597
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1,098,347
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Loan to participants
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97,233
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Total
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$
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1,911,253
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$
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11,043,119
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-
*
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Less
than 5% as of December 31, 2005, presented for comparison only.
8
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Schedule H, Line 4iSchedule of Assets (Held at End of Year)
December 31, 2007
(Liquidation Basis)
(3) Investments (Continued)
During
the year ended December 31, 2007, the Plan's investments (including investment securities bought, sold and held during the year) appreciated (depreciated) as follows:
Investment
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2006
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PacWest Bancorp common stock
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$
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(612,860
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)
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Mutual funds
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394,036
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Total
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$
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(218,824
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)
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(4) Party-in-interest Transactions
The Plan's investment in the PacWest Bancorp's common stock amounted to $1,247,826 at December 31, 2007 and $7,425,006 at December 31, 2006. The
Plan held 30,253 and 142,051 shares of the PacWest Bancorp common stock as of December 31, 2007 and 2006. Such investments represented 65% and 67% of the Plan's net assets available for
benefits at December 31, 2007 and 2006.
(5) Tax Status
The IRS has determined and informed the Company by letters dated April 29, 2002, that the Plan and related trust were designed in accordance with
applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the IRS determination letter; however, the Company and the Plan administrator believe that the Plan is
currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code and the Plan and related trust continue to be tax- exempt. Therefore, no
provision for income taxes has been included in the Plan's financial statements. The Plan received a favorable determination letter during the year ended December 31, 2007, (See
Note 1(b), under Plan Termination).
9
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Schedule H, Line 4iSchedule of Assets (Held at End of Year)
December 31, 2007 (Liquidation Basis)
(5) Tax Status (Continued)
FOOTHILL INDEPENDENT BANK
PARTNERS IN YOUR FUTURE
401(k) PROFIT SHARING PLAN
Schedule H, Line 4i-Schedule of Assets (Held at End of Year)
December 31, 2007 (Liquidation Basis)
(a)
Identity of issue, borrower,
lessor, or similar party
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(b)
Description of investment, including maturity date, rate of interest, collateral, par, or maturity value
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(c)
Number of shares
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(d)
Current value
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Union Bank of California, N.A.
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Stable Value Fund A
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139,246
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139,246
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PIMCO
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PIMCO Real Return Bond A
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8,148
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96,998
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Oakmark
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Oakmark Equity and Income II
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4,842
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134,191
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MFS
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MFS Value A
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381
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10,097
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Dreyfus
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Dreyfus S&P 500
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1,237
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51,121
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Janus Group
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Janus Adv Capital Appreciation S
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4,135
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176,395
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Franklin/Templeton
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Franklin Flex Cap Growth A
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264
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12,804
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Wells Fargo Investment
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Advantage Small Cap Value A
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924
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26,805
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Franklin/Templeton
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Templeton Foreign A
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710
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8,888
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Ivy Science and Technology Fund
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Ivy Science and Technology Y
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218
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6,882
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Common stock:
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PacWest Bancorp
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Common stock
|
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30,258
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1,247,826
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|
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Total investments held at end of year
|
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$
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1,911,253
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10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Foothill Independent Bank
Partners in Your Future
401(k) Profit Sharing Plan
|
Date: June 30, 2007
|
/s/
JEFFREY T. KRUMPOCH
Jeffrey T. Krumpoch
Senior Vice President
PacWest
Bancorp
|
11
QuickLinks
FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN Index
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN Statements of Net Assets Available for Benefits December 31, 2007 (Liquidation Basis) and 2006 (Liquidation Basis)
FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2007 (Liquidation Basis)
FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN Notes to Financial Statements December 31, 2007 (Liquidation Basis) and 2006 (Liquidation Basis)
FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN Schedule H, Line 4iSchedule of Assets (Held at End of Year) December 31, 2007 (Liquidation Basis)
FOOTHILL INDEPENDENT BANK PARTNERS IN YOUR FUTURE 401(k) PROFIT SHARING PLAN Schedule H, Line 4i-Schedule of Assets (Held at End of Year) December 31, 2007 (Liquidation Basis)
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