UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
California Independent Bancorp
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(Name of Subject Company (Issuer))
California Independent Bancorp
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(Name of Filing Person (Issuer))
Common Stock, No Par Value
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(Title of Class of Securities)
130334105
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(CUSIP Number of Class of Securities)
John I. Jelavich
President/Chief Executive Officer
1227 Bridge St., Suite C,
Yuba City, California 95991
(530) 674-6000
(Name, address and telephone numbers of persons authorized to
receive notices and communications on behalf of filing persons)
Copy to:
Daniel Eng
Bartel Eng & Schroder
300 Capitol Mall, Suite 1100
Sacramento, California 95814
(916) 442-0400
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee**
$5,000,000 $460.00
* Calculated solely for the purpose of determining the filing fee in accordance
with Rule 0-11(b)(1). This calculation assumes the purchase of 200,000 shares at
$25.00 per share.
** Previously paid
[ ] 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: Not applicable
Form or Registration Number: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
[ ] 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: [X]
Introductory Statement
This Amendment No. 4 to the issuer tender offer of California Independent
Bancorp, Inc., a California corporation, relates to the purchase of its shares
of Common Stock, no par value. California Independent Bancorp offered to
purchase up to 200,000 shares, or such lesser number properly tendered, at a
price not less than $22.00 nor more than $25.00 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 November 27, 2002, and in the related Letter of
Transmittal, which, as amended or supplemented from time to time, together
constitute the "Offer". This Amendment No. 4 to the Issuer Tender Offer on
Schedule TO is filed in satisfaction of the reporting requirements of Rule
13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal
is incorporated into this Amendment No. 4 to the Schedule TO by reference to all
of the applicable items in the Schedule TO, except that such information is
hereby amended and supplemented to the extent specifically provided herein.
Item 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented by adding the
following information:
The tender offer expired at 5:00 p.m., Eastern Time, on Monday, December 30,
2002. Based on the final count by the depositary for the tender offer, 76,292
shares of Common Stock were properly tendered and purchased by the Company for
$25.00 per share.
On January 8, 2003, the Company issued a press release announcing the final
results of the tender offer. A copy of the press release is filed as Exhibit
99(a)(5)(vi) to this Schedule TO and is incorporated herein by reference.
ITEM 12. EXHIBIT.
(a)(5)(vi) Press Release dated January 8, 2003 announcing the final results
of the Company's tender offer.
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: January 8, 2003
California Independent Bancorp
By: /s/ John I. Jelavich
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John I. Jelavich
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
99.(a)(1)(i) Offer to Purchase, dated November 27, 2002.*
99.(a)(1)(ii) Letter of Transmittal, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9.*
99.(a)(1)(iii) Letter to Shareholders of CIB from John I. Jelavich, President
and Chief Executive Officer, dated November 27, 2002.*
99.(a)(1)(iv) Notice of Guaranteed Delivery.*
99.(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated November 27, 2002.*
99.(a)(1)(vi) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees to their Clients.*
99.(a)(5)(i) Press Release dated November 27, 2002.*
99.(a)(5)(ii) Press Release dated November 29, 2002.*
99.(a)(5)(iii) Press Release dated December 20, 2002.*
99.(a)(5)(iv) Press Release dated December 20, 2002.*
99.(a)(5)(v) Press Release date January 2, 2003.*
99.(a)(5)(vi) Press Release date January 8, 2003.**
99.(b)(i) Amended and Restated Declaration of Trust, CIB Capital Trust,
dated as of October 29, 2002*
99.(b)(ii) Indenture, dated as of October 29, 2002*
99.(b)(iii) Guarantee Agreement, dated as of October 29, 2002*
* Previously filed
** Filed herewith