UNITED STATES
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
----------------------------
AMENDMENT NO. 1 TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMUNITY BANCORP, INC.
-----------------------
(Name of Subject Company (Issuer))
COMMUNITY BANCORP, INC.
-----------------------
(Name of Filing Person (Issuer))
COMMON STOCK, $2.50 PAR VALUE
-----------------------------
(Title of Class of Securities)
203426101
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(CUSIP Number of Class of Securities)
Donald R. Hughes, Jr.
Treasurer and Clerk
Community Bancorp, Inc.
17 Pope Street
Hudson, Massachusetts 01749
(978) 568-8321
----------------------------
(Name, address and telephone numbers of persons authorized to
receive notices and communications on behalf of filing persons)
Copy to:
-------
David F. Hannon, Esq.
Craig and Macauley, P.C.
600 Atlantic Avenue
Boston, Massachusetts 02210
(617) 367-9500
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
$2,999,997 $276.00
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* Calculated solely for the purpose of determining the filing fee
in accordance with Rule 0-11(b)(1). This calculation assumes the
purchase of 222,222 shares at $13.50 per share.
[ ] Check the box if any part of the fee is offset as provided by Rule
011(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its filing.
Amount Previously Paid: $276.00
Form or Registration Number: 005-46691
Filing Party: Community Bancorp, Inc. /MA/
Date Filed: October 1, 2002
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of a tender offer: [ ]
This Tender Offer Statement on Schedule TO relates to the issuer tender
offer of Community Bancorp, Inc., a Massachusetts corporation, to purchase
up to 222,222 shares of its Common Stock, $2.50 par value per share.
Community Bancorp, Inc. is offering to purchase these shares at a price of
$13.50 per share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to Purchase,
dated October 1, 2002, and in the related Letter of Transmittal, which, as
amended or supplemented from time to time, together constitute the "Offer".
This Tender Offer Statement on Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act
of 1934, as amended.
The information contained in the Offer to Purchase is hereby incorporated
by reference in response to all the items of this Schedule TO.
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Item 1. SUMMARY TERM SHEET.
The information set forth in the "Summary Term Sheet" in the Offer to
Purchase is incorporated herein by reference.
Item 2. SUBJECT COMPANY INFORMATION.
(a) The subject company is Community Bancorp, Inc., a Massachusetts
corporation (the "Company"). The address of the Company's
principal executive office is 17 Pope Street, Hudson,
Massachusetts, 01749, and its telephone number is (978) 568-8321.
(b) The subject securities are common stock, $2.50 par value, of
the Company. The number of shares of the subject securities
outstanding on August 31, 2002 was 5,963,885.
(c) The information about the trading market and price of the
Company's common stock set forth in "Section 7. Price Range of
Shares; Dividends" of the Offer to Purchase is incorporated herein
by reference.
Item 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The Filing Person to which this Schedule TO relates is the
Subject Company. For information about the Subject Company, see
Item 2(a) above.
Executive Officers:
------------------
James A. Langway, President and Chief Executive Officer
1143 Grove Street
Framingham, MA 01701
Donald R. Hughes, Jr., Treasurer and Clerk
252 Stow Road
Harvard, MA 01451
Directors:
---------
Dennis F. Murphy, Jr., Chairman
188 Prospect Hill Road
Still River, MA 01467
Jennie Lee Colosi
55 Boxboro Road
Stow, MA 01775
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Antonio Frias
20 Cedar Street
Hudson, MA 01749
I. George Gould
8 Bourne Street
Clinton, MA 01510
Horst Huehmer
23 Plant Avenue
Hudson, MA 01749
Donald R. Hughes, Jr.
252 Stow Road
Harvard, MA 01451
James A. Langway
1143 Grove Street
Framingham, MA 01701
David L. Parker
6 Princeton Road
Hudson, MA 01749
Mark Poplin
6 Greenway Street, #306
Wayland, MA 01778
David W. Webster
146 Nourse Road
Bolton, MA 01740
Persons Controlling the Corporation:
-----------------------------------
Dennis F. Murphy, Jr.
188 Prospect Hill Road
Still River, MA 01467
Item 4. TERMS OF THE TRANSACTION.
(a) The information about the terms of the transaction set forth in
the "Summary Term Sheet", "Section 1. Number of Shares;
Proration", "Section 2. Tenders by Owners of Fewer than 100
Shares", "Section 3. Procedure for Tendering Shares", "Section 4.
Withdrawal Rights", "Section 5. Acceptance for Payment of Shares
and Payment of Purchase Price", "Section 6. Certain Conditions of
the Offer", "Section 8. Purpose of the Offer; Certain Effects of
the Offer", "Section 10. Source and Amount of Funds", "Section 11.
Interest of Directors and Executive Officers; Transactions and
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Arrangements Concerning the Shares", "Section 12. Effects of the
Offer on the Market for Shares; Registration Under the Exchange
Act", "Section 13. Certain Legal Matters; Regulatory Approvals",
"Section 14. Certain Federal Income Tax Consequences", "Section
15. Extension of the Offer; Termination; Amendments", "Section 16.
Solicitation Fees and Expenses", and "Section 17. Miscellaneous"
of the Offer to Purchase is incorporated herein by reference.
There will be no material differences in the rights of security
holders as a result of this transaction.
(b) The Company has been advised that none of its directors, executive
officers, or affiliates intend to tender shares pursuant to the
Offer to Purchase and therefore no securities are expected to be
purchased from them in the transaction.
Item 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in "Section 11. Interest of Directors
and Executive Officers; Transactions and Arrangements Concerning
the Shares" of the Offer to Purchase is incorporated herein by
reference.
Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) through (c) - The information set forth in "Section 8. Purpose of
the Offer; Certain Effects of the Offer", and "Section 11.
Interest of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares" of the Offer to Purchase is
incorporated herein by reference.
Item 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) - The information set forth in "Section 10. Source and
Amount of Funds" of the Offer to Purchase is incorporated herein
by reference.
Item 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) - The information set forth in "Section 11. Interest of
Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares" of the Offer to Purchase is incorporated
herein by reference.
Item 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in "Section 16. Solicitation Fees and
Expenses" of the Offer to Purchase is incorporated herein by
reference.
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Item 10. FINANCIAL STATEMENTS.
(a) and (b) - The consideration in the Offer to Purchase consists
solely of cash. The Offer to Purchase is not subject to any
financing condition and the Offeror is a public reporting company
under Section 13(a) or 15(d) of the Act that files reports
electronically on EDGAR. Historical financial statements for the
year ended December 31, 2001 as filed with the Securities and
Exchange Commission on Form 10-K are incorporated herein by
reference. Historical financial statements for the years ended
December 31, 2000 and 1999 are not deemed to be incorporated by
this reference. The information set forth under "Section 9.
Certain Information About the Company" of the Offer to Purchase is
also incorporated herein by reference as to how such documents can
be obtained.
Item 11. ADDITIONAL INFORMATION.
(a)(1) None
(a)(2) None.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5) None.
(b) None.
Item 12. EXHIBITS.
(a)(1) Form of Offer to Purchase, dated October 1, 2002, incorporated
herein by reference.
(a)(2) Amendment No. 1 to Form of Offer to Purchase, dated
October 18, 2002.
(a)(3) Marked Amendment No. 1 to Form of Offer to Purchase, dated
October 18, 2002.
(a)(4) Form of Letter of Transmittal, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9, incorporated herein by reference.
(a)(5) Form of Letter to Shareholders of the Company from James A.
Langway, President and Chief Executive Officer, dated October
1, 2002, incorporated herein by reference.
(a)(6) Form of Letter to Shareholders of the Company from James A.
Langway, President and Chief Executive Officer, dated October
18, 2002.
(a)(7) Form of Notice of Guaranteed Delivery, incorporated herein by
reference.
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(a)(8) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated October 1, 2002,
incorporated herein by reference.
(a)(9) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated October 18, 2002.
(a)(10) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to their
Clients, incorporated herein by reference.
(a)(11) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to their
Clients, dated October 18, 2002.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
Item 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: October 18, 2002
Community Bancorp, Inc.
By: /s/ James A. Langway
-------------------------
James A. Langway
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
99.(a)(1) Form of Offer to Purchase, dated October 1, 2002, incorporated
herein by reference.
99.(a)(2) Amendment No. 1 to Form of Offer to Purchase, dated
October 18, 2002.
99.(a)(3) Marked Amendment No. 1 to Form of Offer to Purchase, dated
October 18, 2002.
99.(a)(4) Form of Letter of Transmittal, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9, incorporated herein by reference.
99.(a)(5) Form of Letter to Shareholders of the Company from James A.
Langway, President and Chief Executive Officer, dated October
1, 2002, incorporated herein by reference.
99.(a)(6) Form of Letter to Shareholders of the Company from James A.
Langway, President and Chief Executive Officer, dated October
18, 2002.
99.(a)(7) Form of Notice of Guaranteed Delivery, incorporated herein by
reference.
99.(a)(8) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated October 1, 2002,
incorporated herein by reference.
99.(a)(9) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated October 18, 2002.
99.(a)(10) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to their
Clients, incorporated herein by reference.
99.(a)(11) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to their
Clients, dated October 18, 2002.
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