LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
COMMUNITY BANCORP, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 1, 2002
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 5:00 P.M., E.S.T. ON NOVEMBER 1, 2002
UNLESS THE OFFER IS EXTENDED.
TO: COMMUNITY BANCORP, INC.
17 POPE STREET
HUDSON, MASSACHUSETTS 01749
Description of Shares Tendered (See instructions 3 and 4)
Names(s) and Addresses(es) of Registered Owner(s) (please fill in
exactly as name(s) appears(s) on certificate(s) - attach signed list if
additional space is needed)
_______________________________ _______________________________
_______________________________ _______________________________
_______________________________ _______________________________
Number
Of Shares Number
Certificate Represented By Of Shares
Number(s) Certificates(s) Tendered*
___________ ___________ __________
___________ ___________ __________
___________ ___________ __________
___________ ___________ __________
___________ ___________ __________
TOTAL NUMBER OF SHARES TENDERED: __________
* If you desire to tender fewer than all Shares evidenced by any
certificates listed above, please indicate in this column the number
of Shares you wish to tender. Otherwise, all Shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.
THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY IF CERTIFICATES FOR SHARES
(AS DEFINED BELOW) ARE TO BE FORWARDED WITH IT. ABSENT CIRCUMSTANCES
CAUSING THE RIGHTS (AS DEFINED BELOW) TO BECOME EXERCISABLE OR
SEPARATELY TRADEABLE PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE
OFFER TO PURCHASE), A TENDER OF SHARES WILL ALSO CONSTITUTE A TENDER OF
THE ASSOCIATED RIGHTS. UNLESS THE CONTEXT REQUIRES OTHERWISE, ALL
REFERENCES HEREIN TO SHARES INCLUDE THE ASSOCIATED RIGHTS. SHAREHOLDERS
WHOSE CERTIFICATES ARE NOT IMMEDIATELY AVAILABLE, OR WHO CANNOT DELIVER
THEIR CERTIFICATES FOR SHARES AND ALL OTHER DOCUMENTS THIS LETTER OF
TRANSMITTAL REQUIRES TO THE COMPANY AT OR BEFORE THE EXPIRATION DATE,
MUST TENDER THEIR SHARES ACCORDING TO THE GUARANTEED DELIVERY PROCEDURE
SET FORTH IN SECTION 3 OF THE OFFER TO PURCHASE. SEE INSTRUCTION 2.
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
COMPANY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ____________________________
____________________________
Date of Execution of Notice of Guaranteed Delivery: ___________________
Name of Institution Which Guaranteed Delivery: ________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
To: COMMUNITY BANCORP, INC.
The undersigned hereby tenders to Community Bancorp, Inc., a
Massachusetts corporation (the "Company"), the above-described shares of
the Company's common stock, par value $2.50 per share (including the
associated preferred share purchase rights [the "Rights"], the
"Shares"), at the price per Share indicated in this Letter of
Transmittal, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Company's Offer to Purchase dated
October 1, 2002, receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which together constitute the "Offer"). Absent
circumstances causing the Rights to become exercisable or separately
tradeable prior to the Expiration Date, a tender of Shares will also
constitute a tender of the associated Rights. Unless the context
requires otherwise, all references herein to Shares include the
associated Rights.
Subject to and effective on acceptance for payment of the Shares
tendered hereby in accordance with the terms of the Offer (including, if
the Offer is extended or amended, the terms or conditions of any such
extension or amendment), the undersigned hereby sells, assigns, and
transfers to or upon the order of the Company all right, title and
interest in and to all Shares tendered hereby that are purchased
pursuant to the Offer and hereby irrevocably constitutes and appoints
the Company as attorney-in-fact of the undersigned with respect to such
Shares, with full power of substitution (such power of attorney being an
irrevocable power coupled with interest), to (upon receipt of the
Purchase Price [as defined below] and all accompanying evidences of
transfer and authenticity):
(a) present certificates for such Shares for cancellation
and transfer on the Company's books; and
(b) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares, all in accordance with
the terms of the Offer.
The undersigned hereby represents and warrants to the Company
that:
(a) the undersigned understands that tenders of Shares pursuant to
any one of the procedures described in Section 3 of the Offer
to Purchase and in the Instructions hereto will constitute the
undersigned's acceptance of the terms and conditions of the
Offer, including the undersigned's representation and warranty
that (i) the undersigned has a net long position in Shares or
equivalent securities at least equal to the Shares tendered
within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended, and (ii) such
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tender of Shares complies with Rule 14e-4;
(b) when and to the extent the Company accepts the Shares for
purchase, the Company will acquire good, marketable and
unencumbered title to them, free and clear of all security
interests, liens, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or
transfer, and not subject to any adverse claim;
(c) on request, the undersigned will execute and deliver any
additional documents the Company deems necessary or desirable
to complete the assignment, transfer and purchase of the Shares
tendered hereby; and
(d) the undersigned has read and agrees to all of the terms of the
Offer.
The names and addresses of the registered owners should be printed, if
they are not already printed above, exactly as they appear on the
certificates representing Shares tendered hereby. The certificate
numbers, the number of Shares represented by such certificates, and the
number of Shares that the undersigned wishes to tender should be
indicated on the appropriate lines.
The undersigned understands that the Company will pay $13.50 per Share
(the "Purchase Price") for Shares validly tendered pursuant to the
Offer. The undersigned understands that the Company will buy a maximum
of 222,222 Shares (or such lesser number of Shares as are validly
tendered) pursuant to the Offer. The undersigned understands that all
Shares validly tendered will be purchased at the Purchase Price, net to
the seller in cash, upon the terms and subject to the conditions of the
Offer, including its proration provisions, and that the Company will
return all other Shares, including Shares not purchased because of
proration.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or
may not be required to purchase any of the Shares tendered hereby or may
accept for payment fewer than all of the Shares tendered hereby. The
undersigned understands that certificate(s) for any Shares not tendered
or not purchased will be returned to the undersigned at the address
indicated above, unless otherwise indicated under the "Special Payment
Instructions" or "Special Delivery Instructions" below. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special
Payments Instructions," to transfer any certificate for Shares from the
name of their registered owner if the Company purchases none of the
Shares represented by such certificate.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and
the Company upon the terms and subject to the conditions of the Offer.
The check for the Purchase Price for such of the tendered Shares as are
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purchased will be issued to the order of the undersigned and mailed to
the address indicated above unless otherwise indicated under the
"Special Payment Instructions" or the "Special Delivery Instructions"
below.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned,
and any obligations of the undersigned under this Letter of Transmittal
shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
- -----------------------------------------------------------------------
INSTRUCTIONS CAREFULLY.
-----------------------
ODD LOTS
- --------
(See Instruction 7)
To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business September 30,
2002 and who continues to own beneficially as of the Expiration Date (as
defined in the Company's Offer to Purchase), an aggregate of fewer than
100 Shares.
The undersigned either (check one box):
[ ] was the beneficial owner, as of the close of business on
September 30, 2002 of an aggregate of fewer than 100 Shares, all
of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other
nominee which
(a) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and
(b) believes, based on representations made to it by such
beneficial owners, that each such person was the beneficial
owner, as of the close of business on September 30, 2002, of an
aggregate of fewer than 100 Shares and is tendering all such
Shares.
-5-
SPECIAL PAYMENT INSTRUCTIONS
- ----------------------------
(See Instructions 1, 4, 5, 8 and 10)
To be completed ONLY if certificate(s) for Shares not tendered or not
purchased and/or any check for the Purchase Price of Shares purchased
are to be issued in the name of and sent to someone other than the
undersigned.
Issue: [ ] check [ ] certificate(s) to:
Name
(PLEASE PRINT)
______________________________
Address
______________________________
______________________________
______________________________
Tax Identification or Social Security Number: _________________________
SPECIAL DELIVERY INSTRUCTIONS
- -----------------------------
(See Instructions 1, 4, 5, 8 and 10)
To be completed ONLY if certificate(s) for Shares not tendered or not
purchased and/or any check for the Purchase Price of Shares purchased,
issued in the name of the undersigned, are to be sent to someone other
than the undersigned, or the undersigned at an address other than that
shown above.
Mail: [ ] check [ ] certificates(s) to:
Name
(PLEASE PRINT)
______________________________
Address
______________________________
______________________________
______________________________
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REGISTERED OWNER(S) SIGN HERE
- -----------------------------
(See Instructions 1 and 5)
(Please Complete Substitute Form W-9 Contained Herein)
----------------------------------------------------
Must be signed by registered owner(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s)
authorized to become registered owner(s) by certificate(s) and documents
transmitted with this Letter of Transmittal. If signature is by
attorney-in-fact, executor, administrator, trustee, guardian, officer of
a corporation or another acting in a fiduciary or representative
capacity, please set forth the full title. See Instruction 5.
_________________________________
(Signature)
_________________________________
(Signature)
Name and Capacity of Each Shareholder Signing Above
(PLEASE PRINT)
_________________________________
(Print name and title)
_________________________________
(Print name and title)
Area Code and Telephone Number: __________________________
Tax Identification or Social Security Number(s):______________________
______________________
-7-
GUARANTEE OF SIGNATURE(S)
- -------------------------
(See Instructions 1 and 6)
Authorized Signature: ________________________________
(PLEASE PRINT)
Name: ________________________________
Title: _______________________________
Name of Firm: _______________________________
Address: ____________________________________
____________________________________
____________________________________
Area Code and Telephone Number: ______________________________
Dated: ___________________, 2002
-8-
INSTRUCTIONS FORMING PART OF THE TERMS OF THE OFFER
- ---------------------------------------------------
(1) Guarantee of Signatures. No signature guarantee is required
if either:
(a) this Letter of Transmittal is signed by the registered owner of
the Shares exactly as the name of the registered holder appears
on the certificate tendered with this Letter of Transmittal and
payment and delivery are to be made directly to such owner
unless such owner has completed either the box entitled
"Special Payment Instructions" or "Special Delivery
Instructions" above; or
(b) such Shares are tendered for the account of a member firm of a
registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office, branch or
agency in the United States (each such entity an "Eligible
Institution").
In all other cases, an Eligible Institution must guarantee all
signatures on this Letter of Transmittal. See Instructions 5(d)
and 10.
(2) Delivery of Letter of Transmittal and Certificates: Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used only
if certificates are delivered with it to the Company (or such
certificates will be delivered pursuant to a Notice of Guaranteed
Delivery previously sent to the Company). Certificates for all
physically tendered Shares, together in each case with a properly
completed and duly executed Letter of Transmittal or facsimile of
it, and any other documents required by this Letter of Transmittal,
should be mailed or delivered to the Company at the appropriate
address set forth herein and must be delivered to the Company on or
before the Expiration Date (as defined in the Offer to Purchase).
Shareholders whose certificates are not immediately available, or
who cannot deliver Shares and all other required documents to the
Company on or before the Expiration Date, may tender their Shares
by or through any Eligible Institution by properly completing and
duly executing and delivering a Notice of Guaranteed Delivery (or
facsimile of it) and by otherwise complying with the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase.
Pursuant to such procedure, the certificates for all physically
tendered Shares, as well as a properly completed and duly executed
Letter of Transmittal and all other documents required by this
Letter of Transmittal, must be received by the Company within five
business days after receipt by the Company of such Notice of
Guaranteed Delivery, all as provided in Section 3 of the Offer to
Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, telex, facsimile transmission or mail to
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the Company and must include a signature guarantee by an Eligible
Institution in the form set forth in such Notice. For Shares to be
validly tendered pursuant to the guaranteed delivery procedure, the
Company must receive the Notice of Guaranteed Delivery on or before
the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
SHARES, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
The Company will not accept any alternative, conditional or
contingent tenders, nor will it purchase any fractional Shares.
All tendering shareholders, by execution of this Letter of
Transmittal (or a facsimile of it), waive any right to receive any
notice of the acceptance of their tender.
(3) Inadequate Space. If the space provided in the box captioned
"Description of Shares Tendered" is inadequate, the certificate
numbers and/or the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
(4) Partial Tenders and Unpurchased Shares. If fewer than all of the
Shares evidenced by any certificate are to be tendered, fill in the
number of Shares which are to be tendered in the column entitled
"Number of Shares Tendered." In such case, if any tendered Shares
are purchased, a new certificate for the remainder of the Shares
evidenced by the old certificate(s) will be issued and sent to the
registered holders, unless otherwise specified in either the
"Special Payment Instructions" or "Special Delivery Instructions"
boxes on this Letter of Transmittal, as soon as practicable after
the Expiration Date. All Shares represented by the certificate(s)
listed and delivered to the Company are deemed to have been
tendered unless otherwise indicated.
(5) Signatures on Letter of Transmittal, Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered
owner(s) of the Shares tendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of
the certificates without any change whatsoever.
(b) If the Shares are registered in the names of two or more joint
owners, each such owner must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal (or
facsimiles thereof) as there are different registrations of
certificates.
(d) When this Letter of Transmittal is signed by the registered
owner(s) of the Shares listed and transmitted hereby, no
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endorsements of certificate(s) representing such Shares or
separate stock powers are required unless payment is to be
made, or the certificates for Shares not tendered or not
purchased are to be issued, to a person other than the
registered owner(s). Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution. If this
Letter of Transmittal is signed by a person other than the
registered owner of the certificates listed, however, the
certificates must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of
the registered owner(s) appear(s) on the certificate, and the
signatures on such certificate or stock powers must be
guaranteed by an Eligible Institution (as defined in
Instruction 1(b) above). See Instruction 1.
(e) If this Letter of Transmittal or any certificates or stock
powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper
evidence satisfactory to the Company of their authority so to
act.
(6) Stock Transfer Taxes. Except as provided in this Instruction 6, no
stock transfer tax stamps or funds to cover such stamps need
accompany this Letter of Transmittal. The Company will pay or
cause to be paid any stock transfer taxes payable on the transfer
to it of Shares purchased pursuant to the Offer. If, however:
(a) payment of the Purchase Price is to be made to any person(s)
other than the registered owner(s);
(b) Shares not tendered or not accepted for purchase are to be
registered in the name of any person(s) other than the
registered owner(s); or
(c) tendered certificates are registered in the name(s) of any
person(s) other than the person(s) signing this Letter of
Transmittal,
then the Company will deduct from the Purchase Price the amount of
any stock transfer taxes (whether imposed on the registered owner,
such other person or otherwise) payable on account of the transfer
to such person unless satisfactory evidence of the payment of such
taxes or an exemption from them is submitted.
(7) Odd Lots. As described in Section 1 of the Offer to Purchase, if
the Company is to purchase less than all Shares tendered before the
Expiration Date, the Shares purchased first will consist of all
Shares tendered by any shareholder who owned beneficially, as of
the close of business on September 30, 2002 and continues to own
beneficially as of the Expiration Date, an aggregate of fewer than
100 Shares and who tenders all of his Shares. This preference will
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not be available unless the box captioned "Odd Lots" is completed.
(8) Special Payment and Delivery Instructions. If certificates for
Shares not tendered or not purchased and/or checks are to be issued
in the name of a person other than the person signing the Letter of
Transmittal or if such certificates and/or checks are to be sent to
someone other than the person signing the Letter of Transmittal or
to the signer at a different address, the boxes captioned "Special
Payment Instructions" and/or "Special Delivery Instructions" on
this Letter of Transmittal should be completed as applicable and
signatures must be guaranteed as described in Instruction 1.
(9) Irregularities. The Company will determine, in its sole
discretion, all questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form,
eligibility (including time of receipt) and acceptance for payment
of any tender of Shares and its determination shall be final and
binding on all parties. The Company reserves the absolute right to
reject any or all tenders of Shares determined by it not to be in
proper form or the acceptance of or payment for which may be
unlawful. The Company also reserves the absolute right to waive
any of the conditions of the Offer or any defect or irregularity in
the tender of any particular Shares and the Company's
interpretation of the terms of the Offer (including these
instructions) will be final and binding on all parties. No tender
of Shares will be deemed to be validly made until all defects and
irregularities have been cured or waived. Unless waived, any
defects or irregularities in connection with tenders must be cured
within such time as the Company shall determine. Neither the
Company nor any other person is or will be obligated to give notice
of defects or irregularities in tenders, nor shall the Company or
any other person incur any liability for failure to give any such
notice.
(10) Questions and Requests for Assistance and Additional Copies.
Questions and request for assistance may be directed to, or
additional copies of Offer to Purchase, the Notice of Guaranteed
Delivery and this Letter of Transmittal may be obtained from, the
Company or from your broker, dealer, commercial bank or trust
company.
(11) Substitute Form W-9. Each tendering shareholder (see "Important
Tax Information" below) is required to provide the Company with a
correct taxpayer identification number ("TIN") on Substitute Form
W-9 (the "Form W-9") which is provided under "Important Tax
Information" below, and, if applicable, to indicate that the
shareholder is not subject to backup withholding by checking the
box in Part 2 of the form. Failure to provide the information on
the form or to check the box in Part 2 of the form may subject
the tendering shareholder to 31% federal income tax withholding
on the payments made to the shareholder or other payee with
respect to Shares purchased pursuant to the Offer. The box in
Part 3 of the form may be checked if the tendering shareholder
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has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is
checked and the Company is not provided with a TIN within sixty
(60) days, the Company will withhold 31% on all such payments
thereafter until a TIN is provided to the Company.
(12) Withholding on Foreign Shareholders. The Company will withhold
federal income taxes equal to 30% of the gross payments payable to
a foreign shareholder unless the Company determines that a reduced
rate of withholding or an exemption from withholding is
applicable. For this purpose, a foreign shareholder is any
shareholder that is not (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any
political subdivision thereof, or (iii) any estate or trust the
income of which is subject to United States federal income
taxation regardless of the source of such income. The Company
will determine a shareholder's status as a foreign shareholder and
eligibility for a reduced rate of, or an exemption from,
withholding by reference to the shareholder's address and to any
outstanding certificates or statements concerning eligibility for
a reduced rate of, or exemption from, withholding unless facts and
circumstances indicate that reliance is not warranted. A foreign
shareholder who has not previously submitted the appropriate
certificates or statements with respect to a reduced rate of, or
exemption from, withholding for which such shareholder may be
eligible should consider doing so in order to avoid
overwithholding. A foreign shareholder may be eligible to obtain
a refund of tax withheld if such shareholder meets one of the
three tests for capital gain or loss treatment described in
Section 14 of the Offer to Purchase or is otherwise able to
establish that no tax or a reduced amount of tax was due.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE OF
IT (TOGETHER WITH CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED
DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE
COMPANY ON OR BEFORE THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
- -------------------------
Under federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Company with such
shareholder's correct TIN on Form W-9 below. If the Company is not
provided with the correct TIN, the Internal Revenue Service may subject
the shareholder or other payee to a $50.00 penalty. In addition,
payments that are made to such shareholder or other payee with respect
to Shares purchased pursuant to the Offer may be subject to backup
withholding.
Certain shareholders (including, among others, all corporations and
certain foreign individuals) are considered "exempt recipients" and are
not subject to these backup withholding and reporting requirements. In
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order for a foreign individual to qualify as an exempt recipient, the
shareholder must submit a Form W-8, signed under penalties of perjury,
attesting to that individual's exempt status. A Form W-8 can be
obtained from the Company. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9"
for more instructions.
If backup withholding applies, the Company is required to withhold 31%
of any such payments made to the shareholder or other payee. Backup
withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of
tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.
PURPOSE OF FORM W-9
- -------------------
To prevent backup withholding on payment made to a shareholder or other
payee with respect to Shares purchased pursuant to the Offer, the
shareholder is required to notify the Company of the shareholder's
correct TIN by completing the form below, certifying that the TIN
provided on Form W-9 is correct (or that such shareholder is awaiting a
TIN) and that:
(a) the shareholder has not been notified by the Internal Revenue
Service that the shareholder is subject to backup withholding as
a result of failure to report all interest or dividends; or
(b) the Internal Revenue Service has notified the shareholder that
the shareholder is no longer subject to backup withholding.
The Shareholder is required to give the Company the TIN (e.g., social
security number or employer identification number) of the record owner
of the Shares. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Form W-9" for
additional guidance on which number to report.
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PAYER'S NAME: COMMUNITY BANCORP, INC.
- ---------------------------------------
SUBSTITUTE FORM W-9
- -------------------
Department of the Treasury,
Internal Revenue Service
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
- --------------------------------------------------------
Part 1 - PLEASE PROVIDE YOUR TIN ____________________________
- ------ IN THE BOX AT RIGHT AND | |
CERTIFY BY SIGNING AND |____________________________|
DATING BELOW
Part 2 - Check the box if you are NOT subject to backup withholding
- ------ under the provisions of Section 3406(a)(1)(C) of the Internal
Revenue Code because (1) you have not been notified that you
[ ] are subject to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal Revenue
Service has notified you that you are no longer subject to
backup withholding.
CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE
INFORMATION ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE: _____________________________ DATE:_______________, 2002
Part 3 - Awaiting TIN: [ ]
- ------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED BOX IN PART 3
OF THIS SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
- ------------------------------------------------------
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a
number.
SIGNATURE: _____________________________ DATE:_______________, 2002
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GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
- ----------------------------------------------------
Purpose of Form. -- A person or company that is required to file an
information return with the IRS must obtain your correct taxpayer
identification number ("TIN") to report (1) income paid to you, (2) real
state transactions, (3) mortgage interest you paid, (4) the acquisition
or abandonment of secured property, or (5) contributions you made to an
IRA.
You use Form W-9 to furnish your correct TIN to the requester (the
person asking you to furnish your TIN) and, when applicable, (1) to
certify that the TIN you are furnishing is correct (or that you are
waiting for a number to be issued), (2) to certify that you are not
subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and
making the appropriate certifications will prevent certain payments from
being subject to backup withholding.
Note: If a requester gives you a form other than a W-9 to request your
TIN, you must use the requester's form.
How To Obtain a TIN. -- If you do not have a TIN, apply for one
immediately. To apply, get Form SS-5, Application for a Social Security
Card (for individuals), from your local office of the Social Security
Administration, or Form SS-4, Application for Employer Identification
Number (for businesses and all other entities), from your local IRS
office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in
the space for the TIN in Part I (or check the box under Part 3 of
Substitute Form W-9), sign and date the form, and give it to the
requester. Generally, you must obtain a TIN and furnish it to the
requester by the time of payment. If the requester does not receive
your TIN by the time of payment, backup withholding, if applicable, will
begin and continue until you furnish your TIN to the requester.
Note: Writing "Applied for" (or checking the box under Part 3 of the
Substitute Form W-9) on the form means that you have already applied for
a TIN OR that you intend to apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
What Is Backup Withholding? -- Persons or companies making certain
payments to you after 1992 are required to withhold and pay to the IRS
31% of such payments under certain conditions. This is called "backup
withholding." Payments that could be subject to backup withholding
include interest, dividends, broker and barter exchange transactions,
rents, royalties, nonemployee compensation, and certain payments from
fishing boat operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on
your tax return, your payments will not be subject to backup
withholding. Payments you receive will be subject to backup withholding
if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished an incorrect
TIN, or
3. You are notified by the IRS that you are subject to backup
withholding because you failed to report all your interest and
dividends on your tax return (for reportable interest and
dividends only), or
4. You do not certify to the requester that you are not subject to
backup withholding under 3 above (for reportable interest and
dividend accounts opened after 1983 only), or
5. You do not certify your TIN. This applies only to reportable
interest, dividend, broker, or barter exchange accounts opened
after 1983, or broker accounts considered inactive in 1983.
Except as explained in 5 above, other reportable payments are subject to
backup withholding only if 1 or 2 above applies. Certain payees and
payments are exempt from backup withholding and information reporting.
See Payees and Payments Exempt From Backup Withholding, below, and
Example Payees and Payments under Specific Instructions, below, if you
are an exempt payee.
Payees and Payments Exempt From Backup Withholding. -- The following is
a list of payees exempt from backup withholding and for which no
information reporting is required. For interest and dividends, all
listed payees are exempt except item (9). For broker transactions,
payees listed in (1) through (13) and a person registered under the
Investment Advisers Act of 1940 who regularly acts as a broker are
exempt. Payments subject to reporting under Sections 6041 and 6041A are
generally exempt from backup withholding only if made to payees
described in items (1) through (7), except a corporation that provides
medical and health care services or bills and collects payments for such
services is not exempt from backup withholding or information reporting.
Only payees described in items (2) through (6) are exempt from backup
withholding for barter exchange transactions, patronage dividends, and
payments by certain fishing boat operators.
(1) A corporation. (2) An organization exempt from tax under Section
501(a), or an IRA, or a custodial account under Section 403(b)(7). (3)
The United States or any of its agencies or instrumentalities. (4) A
state, the District of Columbia, a possession of the Unites States, or
any of their political subdivisions or instrumentalities. (5) A foreign
government or any of its political subdivisions, agencies, or
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instrumentalities. (6) An international organization or any of its
agencies or instrumentalities. (7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the
United States or a possession of the United States. (9) A futures
commission merchant registered with the Commodity Futures Trading
Commission. (10) A real estate investment trust. (11) An entity
registered at all times during the tax year under the Investment Company
Act of 1940. (12) A common trust fund operated by a bank under Section
584(a). (13) A financial institution. (14) A middleman known in the
investment community as a nominee or listed in the most recent
publication of the American Society of Corporate Secretaries, Inc.,
Nominee List. (15) A trust exempt from tax under Section 664 or
described in Section 4947.
Payments of dividend and patronage dividends generally not subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under
Section 1441.
- Payments to partnerships not engaged in a trade or business in
the United States and that have at least one nonresident
partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include
the following:
- Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this
interest is $600 or more and is paid in the course of the
payer's trade or business and you have not provided your
correct TIN to the payer.
- Payments of tax-exempt interest (including exempt-interest
dividends under Section 852).
- Payments described in Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid by you.
Payments that are not subject to information reporting are also not
subject to backup withholding. For details, see Sections 6041,
6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N, and their
regulations.
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PENALTIES
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Failure To Furnish TIN. -- If you fail to furnish your correct TIN to a
requester, you will be subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not to willful
neglect.
Civil Penalty for False Information With Respect to Withholding. -- If
you make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
Criminal Penalty for Falsifying Information. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
Misuse of TINS. -- If the requester discloses or uses TINs in violation
of Federal law, the requester may be subject to civil and criminal
penalties.
SPECIFIC INSTRUCTIONS
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Name. -- If you are an individual, you must generally provide the name
shown on your Social Security card. However, if you have changed your
last name, for instance, due to marriage, without informing the Social
Security Administration of the name change, please enter your first
name, the last name shown on your Social Security card, and your new
last name.
If you are a sole proprietor, you must furnish your individual name and
either your SSN or EIN. You may also enter your business name or "doing
business as" name on the business name line. Enter your name(s) as
shown on your Social Security card and/or as it was used to apply for
your EIN on Form SS-4.
SIGNING THE CERTIFICATION
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1. Interest, Dividend, Broker and Barter Exchange Accounts Opened
Before 1984 and Broker Accounts Considered Active During 1983. You are
required to furnish your correct TIN, but you are not required to sign
the certification.
2. Interest, Dividend, Broker, and Barter Exchange Accounts Opened
After 1983 and Broker Accounts Considered Inactive During 1983. You
must sign the certification or backup withholding will apply. If
you are subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2 in the
certification before signing the form.
3. Real Estate Transactions. You must sign the certification. You
may cross out item 2 of the certification.
4. Other Payments. You are required to furnish your correct TIN, but
you are not required to sign the certification unless you have been
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notified of an incorrect TIN. Other payments include payments made in
the course of the requester's trade or business for rents, royalties,
goods (other than bills for merchandise), medical and health care
services, payments to a nonemployee for services (including attorney and
accounting fees), and payments to certain fishing boat crew members.
5. Mortgage Interest Paid by You, Acquisition or Abandonment of
Secured Property, IRA Contributions. You are required to furnish you
correct TIN, but you are not required to sign the certification.
6. Exempt Payees and Payments. If you are exempt from backup
withholding, you should complete this form to avoid possible erroneous
backup withholding. Enter your correct TIN in Part I, write "EXEMPT" in
the block in Part II, and sign and date the form. If you are a
nonresident alien or foreign entity not subject to backup withholding,
give the requester a complete Form W-8, Certificate of Foreign Status.
7. TIN "Applied for." Follow the instructions under How To Obtain a
TIN on page 1, and sign and date this form.
Signature. -- For a joint account, only the person whose TIN is shown
in Part I should sign.
Privacy Act Notice. --Section 6109 requires you to furnish your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage
interest you paid, the acquisition or abandonment of secured property,
or contributions you made to an IRA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax
return. You must provide your TIN whether or not you are required to
file a tax return. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not
furnish a TIN to a payer. Certain penalties may also apply.
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WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- ------------------------------------------
For this type of account
- ------------------------
Give name and SSN of:
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1. Individual
The individual
2. Two or more individuals (joint account)
The actual owner of the account or, if combined funds, the
first individual on the account (1).
3. Custodian account of a minor (Uniform Gift to Minors Act)
The minor(2)
4. a. The usual revocable savings trust (grantor is also trustee)
The grantor-trustee (1)
b. So-called trust account that is not a legal or valid trust
under state law.
The actual owner (1)
5. Sole proprietorship
The owner (3)
For this type of account
- ------------------------
Give name and EIN of:
- ---------------------
6. Sole proprietorship
The owner (3)
7. A valid trust, estate, or pension trust
Legal entity (4)
8. Corporate
The corporation
9. Association, club, religious, charitable, educational, or
another tax-exempt organization
The organization
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10. Partnership
The partnership
11. A broker or registered nominee
The broker or nominee
12. Account with the Department of Agriculture in the name of a
public entity (such as a state or local government, school
district or prison) that receives agriculture program payments.
The public entity
FOOTNOTES:
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(1) List first and circle the name of the person whose number you
furnish.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Show your individual name. You may also enter your business
name. You may use your SSN or EIN.
(4) List first and circle the name of the legal trust, estate, or
pension trust. (Do not furnish the TIN of the personal
representative or trustee unless the legal entity itself is not
designated in the account title.)
Note: If no name is circled when there is more than one name, the
number will be considered to be that of the first name listed.
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