-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PSSQ29kZn/t0M/ja3maBlfYbUtz/YwlC2t/fB9wlNnXtymfFBEGeq9c0ohG0peIF bjVDzM3Reh3/TVkBbO1BUg== 0000742170-95-000016.txt : 19950803 0000742170-95-000016.hdr.sgml : 19950803 ACCESSION NUMBER: 0000742170-95-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950802 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY BANCORP INC /MA/ CENTRAL INDEX KEY: 0000742170 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 042841993 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-12756-B FILM NUMBER: 95558450 BUSINESS ADDRESS: STREET 1: 17 POPE ST CITY: HUDSON STATE: MA ZIP: 01749 BUSINESS PHONE: 5085688321 MAIL ADDRESS: STREET 1: 17 POPE STREET CITY: HUDSON STATE: MA ZIP: 01749 10-Q 1 FORM 10-Q FOR 06-30-95 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 1995 Commission File No. 33-12756-B COMMUNITY BANCORP, INC. A Massachusetts Corporation IRS Employer Identification No. 04-2841993 17 Pope Street, Hudson, Massachusetts 01749 Telephone - (508) 568-8321 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Common Stock $2.50 par value 3,140,420 shares outstanding as of August 2, 1995 COMMUNITY BANCORP, INC. TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 5-6 Notes to Consolidated Financial Statements 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-13 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15 EXHIBITS Proxy Statement dated March 24, 1995 16-21 Financial Data Schedule (EX-27, Article 9) 22 -2- PART I - FINANCIAL INFORMATION COMMUNITY BANCORP, INC. Item 1. CONSOLIDATED BALANCE SHEETS
June 30, 1995 December 31, (Unaudited) 1994 ---------- ---------- ASSETS Cash and due from banks $ 12,690,741 $ 11,600,385 Federal funds sold 700,000 6,100,000 Securities available for sale, at market 23,702,810 26,069,495 Securities held to maturity (market value $45,216,255 at 6/30/95 and $43,296,728 at 12/31/94) 45,772,220 46,495,293 Mortgage loans held for sale 510,713 559,304 Loans 128,852,565 122,479,051 Less allowance for possible loan losses 3,794,299 3,703,470 ----------- ----------- Total net loans 125,058,266 118,775,581 Premises and equipment, net 5,151,999 5,205,076 Other assets, net 4,178,303 5,045,633 ----------- ----------- Total assets $217,765,052 $219,850,767 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits Noninterest bearing $ 37,323,709 $ 42,074,618 Interest bearing 150,239,813 144,788,368 ----------- ----------- Total deposits 187,563,522 186,862,986 Federal funds purchased and securities sold under repurchase agreements 10,919,511 14,940,801 Other liabilities 1,173,837 1,302,530 ----------- ----------- Total liabilities 199,656,870 203,106,317 Commitments Stockholders' equity: Preferred stock, $2.50 par value, 100,000 shares authorized, none issued or outstanding Common stock, $2.50 par value, 4,000,000 shares authorized, 3,199,218 shares issued, 3,140,722 shares outstanding, (3,140,754 shares outstanding at December 31, 1994) 7,998,045 7,998,045 Surplus 263,442 263,538 Undivided profits 10,438,796 9,556,768 Treasury stock, 58,496 shares, (58,464 shares at December 31, 1994) (263,232) (263,088) Unrealized losses on securities available for sale, net (328,869) (810,813) ----------- ----------- Total stockholders' equity 18,108,182 16,744,450 ----------- ----------- Total liabilities and stockholders' equity $217,765,052 $219,850,767 =========== =========== See accompanying notes.
-3- COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ended Six months ended June 30, June 30, -------------------- -------------------- 1995 1994 1995 1994 --------- --------- --------- --------- Interest income: Interest and fees on loans $3,075,590 $2,523,349 $6,027,822 $5,019,576 Interest and div. on securities: Taxable interest 998,718 900,382 2,010,584 1,833,408 Nontaxable interest 24,771 12,272 48,136 25,394 Dividends 5,495 16,312 25,847 30,917 Interest on federal funds sold 31,159 9,226 33,509 23,476 --------- --------- --------- --------- Total interest income 4,135,733 3,461,541 8,145,898 6,932,771 --------- --------- --------- --------- Interest expense: Deposits 1,380,992 946,593 2,662,398 1,861,104 Short term borrowings 143,471 106,407 291,996 199,435 --------- --------- --------- --------- Total interest expense 1,524,463 1,053,000 2,954,394 2,060,539 --------- --------- --------- --------- Net interest income 2,611,270 2,408,541 5,191,504 4,872,232 Provision for loan losses 30,000 75,000 60,000 150,000 --------- --------- --------- --------- Net interest income after provision for loan losses 2,581,270 2,333,541 5,131,504 4,722,232 --------- --------- --------- --------- Noninterest income: Merchant credit card assessments 159,037 133,695 329,730 286,750 Service charges 172,334 174,100 349,560 330,559 Other charges, commissions, fees 183,796 163,985 348,832 335,383 Gains (losses) on sales of loans, net (37,882) 39,820 (50,608) 51,974 Gains (losses) on sales of securities, net (6,999) (30,922) Other 19,995 27,512 41,761 68,956 --------- --------- --------- --------- Total noninterest income 497,280 532,113 1,019,275 1,042,700 --------- --------- --------- --------- Noninterest expense: Salaries and benefits 1,125,754 1,043,332 2,132,751 2,072,962 Data processing 110,213 104,403 223,856 208,155 Occupancy, net 156,264 149,916 303,917 305,221 Furniture and equipment 77,626 66,740 160,497 134,478 Credit card processing 139,317 118,899 273,567 213,546 FDIC insurance premiums 101,970 100,549 203,939 201,098 Other 394,715 471,616 791,818 860,756 --------- --------- --------- --------- Total noninterest expense 2,105,859 2,055,455 4,090,345 3,996,216 --------- --------- --------- --------- Income before income taxes 972,691 810,199 2,060,434 1,768,716 Income taxes 435,079 309,735 817,220 691,876 --------- --------- --------- --------- Net income $ 537,612 $ 500,464 $1,243,214 $1,076,840 ========= ========= ========= ========= Earnings per share $ .171 $ .161 $ .396 $ .342 Dividends per share $ .058 $ .053 $ .115 $ .103 Weighted average number of shares 3,140,748 3,105,183 3,140,751 3,151,941 See accompanying notes.
-4- COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six months ended June 30, -------------------------- 1995 1994 ---------- ----------- Cash flows from operating activities: Interest received $ 8,170,602 $ 6,885,312 Fees and commissions received 1,034,735 947,145 Proceeds from secondary market mortgage sales 2,230,942 27,994,671 Origination of mortgage loans for secondary market sales (1,929,041) (14,721,474) Interest paid (2,979,467) (2,084,312) Cash paid to suppliers & employees (3,499,723) (3,469,974) Income taxes paid (741,709) (543,678) ---------- ---------- Net cash provided by operating activities 2,286,339 15,007,690 ---------- ---------- Cash flows from investing activities: Purchases of securities held to maturity (417,000) (14,824,710) Proceeds from maturities of securities held to maturity 1,140,071 2,076,000 Net change in securities available for sale 3,172,003 8,647,193 Net change in federal funds sold 5,400,000 3,900,000 Net change in loans and other real estate owned (6,639,467) (2,304,357) Proceeds from sale of other real estate owned 97,700 305,670 Acquisition of property, plant and equipment (274,231) (603,925) ---------- ---------- Net cash provided by (used in) investing activities 2,479,076 (10,604,129) ---------- ---------- Cash flows from financing activities: Net change in deposits 700,536 (8,404,873) Net change in federal funds purchased (10,900,000) 5,800,000 Net change in repurchase agreements 6,878,710 (2,789,122) Purchase of treasury stock (240) (992,826) Sale of treasury stock 610,286 Dividends paid (354,065) (159,271) ---------- ---------- Net cash used in financing activities (3,675,059) (5,935,806) ---------- ---------- Net increase (decrease) in cash and due from banks 1,090,356 (1,532,245) ---------- --------- Cash and due from banks at beginning of period 11,600,385 12,402,450 ---------- ---------- Cash and due from banks at end of period $12,690,741 $10,870,205 ========== ========== See accompanying notes.
-5- COMMUNITY BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Reconciliation of Net Income to Net Cash Provided by Operating Activities (Unaudited)
Six months ended June 30, ------------------------- 1995 1994 ---------- ---------- Net income $ 1,243,214 $ 1,076,840 Adjustments to reconcile net income to net cash provided by operating activities: Decrease in mortgage loans held for sale 125,891 13,110,002 Premium on sale of mortgages 176,010 163,195 Depreciation and amortization 366,956 589,827 Provision for loan losses 60,000 150,000 Increase (decrease) in other liabilities 223,674 (243,810) Increase in taxes payable 75,511 148,198 (Decrease) in interest payable (25,073) (23,773) Decrease in other assets 15,457 84,669 Decrease (increase) in interest receivable 24,699 (47,458) ---------- ---------- Total adjustments 1,043,125 13,930,850 ---------- ---------- Net cash provided by operating activities $ 2,286,339 $15,007,690 ========== ========== See accompanying notes.
-6- COMMUNITY BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 (Unaudited) ________________________________________________________________________ 1. BASIS OF PRESENTATION The interim consolidated financial statements contained herein are unaudited but, in the opinion of management, reflect all adjustments necessary for a fair presentation of results for such periods. All adjustments are of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company's Annual Report to shareholders and Form 10-K for the year ended December 31, 1994. 2. EARNINGS PER SHARE Earnings per share calculations are based on the weighted average number of common shares outstanding during the period. 3. FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT NO. 114, "ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A LOAN" Beginning January 1, 1995, the Company adopted Financial Accounting Standards Board Statement No. 114, "Accounting by Creditors for Impairment of a Loan" (SFAS No. 114). Under the new standard, the allowance for possible loan losses related to loans that are identified as impaired in accordance with SFAS No. 114 is based on discounted cash flows using the loan's effective interest rate or the fair value of the collateral for certain collateral dependent loans. For purposes of this Statement, a loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Financial Accounting Standards Board also issued SFAS No. 118, which amended SFAS No. 114, by allowing creditors to use their existing methods of recognizing interest income on impaired loans. Prior to 1995, the allowance for possible loan losses related to these loans was based on undiscounted cash flows or the fair value of the collateral for collateral dependent loans. The Company has determined after reviewing its Credit Quality Monitoring policies and procedures, and an analysis of it loan portfolio, that loans recognized by the Company as nonaccrual and restructured are equivalent to "impaired loans" as defined by SFAS No. 114. The Company has also determined that the reserve for possible loan losses did not require an additional loan loss provision as a result of the adoption of this statement on January 1, 1995. -7- Total impaired loans at June 30, 1995 with required reserves were $967,481 and the reserve for possible loan losses allocated to such loans was $119,134. In addition, the Company had impaired loans of $227,354 that did not require reserves. As of June 30, 1995, the Company recognized interest income on impaired loans of $10,757, which included $0 of interest recognized using the cash basis of income recognition. -8- PART I - FINANCIAL INFORMATION Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary - ------- The Company recorded net income of $1,243,214 for the six months ended June 30, 1995, representing an increase of $166,374 or 15.5% over $1,076,840 for the same period in 1994. Earnings per share of $.396 for the current period represented an increase of $.054 from $.342 for the six months ended June 30, 1994. The Company recorded net income of $537,612 for the three months ended June 30, 1995, representing an increase of $37,148 or 7.4% over $500,464 for the corresponding period in 1994. Earnings per share of $.171 for the current period represented an increase of $.010 from $.161 for the same period in 1994. The improvement in net income resulted primarily from an increase in net interest income and a decrease in the provision for possible loan losses. Deposits of $187,563,522 at June 30, 1995 increased by $700,536 or .4% from $186,862,986 at December 31, 1994. This increase occurred primarily in interest bearing categories, partially offset by a decrease in noninterest-bearing categories. Loans of $128,852,565 at June 30, 1995, excluding mortgage loans held for sale, increased by $6,373,514 or 5.2% from $122,479,051 at December 31, 1994. This increase occurred in the commercial, residential real estate and consumer loan portfolios. Noncurrent loans (nonaccrual loans and loans 90 days or more past due but still accruing) totalled $1,362,381 and $975,475 at June 30, 1995 and December 31, 1994, respectively. Accruing troubled debt restructurings at June 30, 1995 and December 31, 1994 were $1,136,995 and $1,154,570, respectively. Other real estate owned of $140,000 at June 30, 1995 represented a decrease of $288,136 or 67.3% from $428,136 at December 31, 1994. Assets of $217,765,052 at June 30, 1995 represented a $2,085,715 or .9% decrease from $219,850,767 at December 31, 1994. Six Months ended June 30, 1995 as Compared To Six Months ended June 30, 1994 --------------------------------------------- Net Interest Income - ------------------- Interest income for the six months ended June 30, 1995 was $8,145,898, representing an increase of $1,213,127 or 17.5% from $6,932,771 for the six months ended June 30, 1994, primarily due to higher loan balances in 1995. Interest expense was $2,954,394, representing an increase of $893,855 or 43.4% from $2,060,539 for the six months ended June 30, 1994, primarily due to higher interest bearing deposit balances in 1995. Net interest income for the six months ended June 30, 1995 was $5,191,504, representing an increase of $319,272 or 6.6% from $4,872,232 for the six months ended June 30, 1994. -9- Noninterest Income and Expense - ------------------------------ Noninterest income for the six months ended June 30, 1995 was $1,019,275, representing a decrease of $23,425 or 2.2% from $1,042,700 for the six months ended June 30, 1994. This small decrease was primarily the result of losses on sales of residential real estate loans sold in the secondary mortgage market, resulting from the refinancing of a number of mortgages originated in prior periods and the associated write-down of unamortized excess servicing fee income on those loans. Noninterest expense for the six months ended June 30, 1995 of $4,090,345 was up $94,129 or 2.4% from $3,996,216 for the same period in 1994. This increase was primarily the result of increases in salaries and employee benefits, data processing, furniture and equipment, occupancy and credit card processing. Provision for Loan Losses - ------------------------- The provision for loan losses for the six months ended June 30, 1995 was $60,000, representing a $90,000 or 60.0% decrease from $150,000 for the same period in 1994. This decrease was the result of management's continuing evaluation of the adequacy of the allowance for loan losses and its belief that the allowance is adequate. Income Taxes - ------------ Income tax expense of $817,220 for the six months ended June 30, 1995 compared to $691,876 for the same period in 1994, the result of an increase in taxable income during the current period. Net Income - ---------- Net income of $1,243,214 for the first six months of 1995 represented an increase of $166,374 or 15.5% from $1,076,840 recorded for the first six months of 1994. The foregoing discussion summarized the primary components of this increase in earnings. Three Months ended June 30, 1995 as Compared To Three Months ended June 30, 1994 ----------------------------------------------- Net Interest Income - ------------------- Interest income for the three months ended June 30, 1995 was $4,135,733, representing an increase of $674,192 or 19.5% from $3,461,541 for the three months ended June 30, 1994. The increase was primarily due to higher loan balances in 1995. Interest expense was $1,524,463, representing an increase of $471,463 or 44.8% from $1,053,000 for the three months ended June 30, 1994, primarily due to higher interest bearing deposit balances in 1995. Net interest income for the three months ended June 30, 1995 was $2,611,270, representing an increase of $202,729 or 8.4% from $2,408,541 for the same period in 1994. -10- Noninterest Income and Expense - ------------------------------ Noninterest income for the three months ended June 30, 1995 was $497,280, representing a decrease of $34,833 or 6.5% from $532,113 for the three months ended June 30, 1995. This decrease was primarily the result of losses on sales of residential real estate loans sold in the secondary mortgage market, resulting from the refinancing of a number of mortgages originated in prior periods and the associated write-down of unamortized excess servicing fee income on those loans. Noninterest expense for the three months ended June 30, 1995 of $2,105,859 was up $50,404 or 2.5% from $2,055,455 for the three months ended June 30, 1994. This increase was primarily the result of increases in salaries and employee benefits, data processing, furniture and equipment, occupancy and credit card processing. Provision for Loan Losses - ------------------------- The provision for loan losses for the three months ended June 30, 1995 was $30,000, representing a $45,000 or 60.0% decrease from $75,000 for the three months ended June 30, 1994. This decrease was the result of management's continuing evaluation of the adequacy of the allowance for loan losses and its belief that the allowance is adequate. Income Taxes - ------------ Income tax expense of $435,079 for the three months ended June 30, 1995 compared to $309,735 for the three months ended June 30, 1994, the result of an increase in taxable income during the current period. Net Income - ---------- Net income of $537,612 for the three months ended June 30, 1995 represented an increase of $37,148 or 7.4% over $500,464 for the three months ended June 30, 1994. Earnings per share of $.171 for the current period represented an increase of $.012 from $.159 for the three months ended June 30, 1994. Allowance for Possible Loan Losses - ---------------------------------- The allowance for possible loan losses is maintained at a level believed by management to be adequate to absorb potential losses in the loan portfolio. Management's methodology in determining the adequacy of the allowance considers specific credit reviews, past loan loss experience, current economic conditions and trends and the volume, growth and composition of the loan portfolio. Each loan on the Company's internal Watch List is evaluated periodically to estimate potential loss. When estimated losses can be determined for Watch List loans, specific amounts are set aside as allocated reserves. For the remainder of the portfolio, unallocated reserve amounts are determined based on judgements regarding the type of loan, economic conditions and trends, potential exposure to loss and other factors. The allowance for possible loan losses is charged when management determines that the repayment of the principal on a loan is in doubt. Subsequent recoveries, if any, are credited to the allowance. At June 30, 1995, the balance in the allowance was $3,794,299, representing 2.9% of total loans (excluding mortgage loans held for sale), compared to $3,703,470 or 3.0% of total loans at December 31, 1994. -11- Securities - ---------- The Company's securities portfolio consists of obligations of the U.S. Treasury, U.S. government sponsored agencies, mortgage backed securities and obligations of municipalities in the Company's market area. Those assets are used in part to secure public deposits and as collateral for repurchase agreements. Total securities were $69,475,030 at June 30, 1995 compared to $72,564,788 at December 31, 1994. This decrease was primarily the result of the maturity of securities during the period. At June 30, 1995, $23,702,810 in securities were classified as "available for sale". There were no sales of securities during the six months ended June 30, 1995. Liquidity and Capital Resources - ------------------------------- The Bank's principal sources of liquidity are customer deposits, amortization and pay-offs of loan principal and maturities of investment securities. These sources provide funds for loan originations, the purchase of investment securities and other activities. Deposits are considered a relatively stable source of funds. At June 30, 1995, 1994 and 1993, deposits were $187.6, $177.1 and $175.5 million, respectively. Management anticipates that deposits will remain relatively stable or grow moderately during the remainder of 1995. Of the Company's $69.5 million in investment securities at June 30, 1995, $16.1 million or 23.2% mature within one year. As a nationally chartered member of the Federal Reserve System, the Bank has the ability to borrow funds from the Federal Reserve Bank of Boston by pledging certain of its investment securities as collateral. Also, the Bank is a member of the Federal Home Loan Bank which provides additional borrowing opportunities. Bank regulatory authorities have established a capital measurement tool called "Tier 1" leverage capital. A 3.00% ratio of Tier 1 capital to assets now constitutes the minimum capital standard for banking organizations. At June 30, 1995, the Company's Tier 1 leverage capital ratio was 8.41%. In addition, regulatory authorities have also implemented risk-based capital guidelines requiring a minimum ratio of Tier 1 capital to risk weighted assets of 4.00% and a minimum ratio of total capital to risk-weighted assets of 8.00. At June 30, 1995 the Company's Tier 1 and total risk-based capital ratios were 13.63% and 14.90%, respectively. Both the Company and the Bank are categorized as "well capitalized" under the Federal Deposit Insurance Corporation Improvement Act of 1991 (F.D.I.C.I.A.). Asset/Liability Management - -------------------------- The Company has an asset/liability management committee which oversees all asset/liability activities of the Company. The committee establishes general guidelines each year and meets regularly to review the Company's operating results and to make strategic changes when necessary. -12- It is the Company's general policy to reasonably match the rate sensitivity of its assets and liabilities. A common benchmark of this sensitivity is the one year gap position, which is a reflection of the difference between the speed and magnitude of rate changes of interest rate sensitive liabilities as compared with the Bank's ability to adjust the rates of it's interest rate sensitive assets in response to such changes. The Company's positive cumulative one year gap position at June 30, 1995, representing the excess of repricing assets versus repricing liabilities within a one year time frame, was .5% of total assets. -13- PART II - OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Annual Meeting of Shareholders was held on April 11, 1995. At that meeting, two (2) matters were put before the shareholders for vote. Proxies for the meeting were solicited, and a copy of the Proxy Statement dated March 24, 1995 is incorporated herein by reference and attached hereto as an exhibit. Such Proxy Statement provides a description of the matters put before the shareholders for vote and provides other information required under this Item 4. The results of the voting were as follows: 1. To fix the number of Directors who shall constitute the full Board of Directors at ten. Votes for: 2,178,805 Votes against: 1,800 2. To elect as Directors the three individuals listed as nominees in the Proxy Statement, who, together with the seven Directors whose terms of office did not expire at this meeting, constitute the full Board of Directors. Director Votes For Votes Against Horst Huehmer 2,179,605 0 Lloyd L. Parker 2,179,605 0 Mark Poplin 2,179,605 0 Item 5. OTHER INFORMATION At its June 20, 1995 meeting, the Board of Directors elected Donald R. Hughes, Jr. and David W. Webster Directors of the Company and of Hudson National Bank. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (28) Community Bancorp, Inc. Proxy Statement dated March 24, 1995. (b) The Company did not file a Form 8-K during the quarter ended June 30, 1995. -14- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COMMUNITY BANCORP, INC. ----------------------- Date: August 2, 1995 By: /s/ James A. Langway ---------------------------- James A. Langway President & Chief Executive Officer Principal Executive Officer Date: August 2, 1995 By: /s/ Donald R. Hughes, Jr. ---------------------------- Donald R. Hughes, Jr. Treasurer and Clerk Principal Financial Officer and Principal Accounting Officer -15- COMMUNITY BANCORP, INC. PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS April 11, 1995 The following information is furnished in connection with the solicitation of proxies by the management of Community Bancorp, Inc. ("Corporation"), whose principal executive office is located at 17 Pope Street, Hudson, Massachusetts, (Telephone: 508-568-8321), for use at the Annual Meeting of Shareholders of the Corporation to be held on Tuesday, April 11, 1995. As of March 1, 1995, 3,140,754 shares of common stock of the Corporation were outstanding and entitled to be voted. The record date and hour for determining shareholders entitled to vote has been fixed at 5 o'clock p.m., March 1, 1995. Only shareholders of record at such time will be entitled to notice of, and to vote at, the meeting. Shareholders are urged to sign the enclosed form of proxy solicited on behalf of the management of the Corporation and return it at once in the envelope enclosed for that purpose. The proxy does not affect the right to vote in person at the meeting and may be revoked prior to its exercise. Proxies will be voted in accordance with the shareholder's directions. If no directions are given, proxies will be voted to fix the number of Directors of the Corporation at ten; and to elect Horst Huehmer, Lloyd L. Parker and Mark Poplin to the Board of Directors of the Corporation to serve until the Annual Meeting of Shareholders in 1998 and until their successors are duly elected and qualified. The financial statements of the Corporation for 1994 have been mailed to the shareholders with the mailing of this Notice and Proxy Statement. The cost of the solicitation of proxies is being paid by the Corporation. The Proxy Statement will be mailed to shareholders of the Corporation on or about March 24, 1995. -16- DETERMINATION OF NUMBER OF DIRECTORS AND ELECTION OF DIRECTORS ------------------------------------ The persons named as proxies intend to vote to fix the number of Directors for the ensuing year at ten and vote for the election of the persons named below as Nominees for Election at This Meeting as Directors, each to hold office until the annual meeting held in the year indicated in the column designated "Term of Office." If any nominee should not be available for election at the time of the meeting, the persons named as proxies may vote for another person in their discretion or may vote to fix the number of Directors at less than ten. The management does not anticipate that any nominee will become unavailable. The By-Laws of the Corporation provide in substance that the Board of Directors shall be divided into three classes as nearly equal in number as possible, and that the term of office of one class shall expire and a successor class be elected at each annual meeting of the shareholders. The present number of Directors is ten. It is proposed by the Board that at the meeting the number of Directors who shall constitute the full Board of Directors until the next annual meeting be fixed at ten and that the three nominees listed below be elected to serve until the date indicated opposite their names. All of the nominees are currently Directors. Opposite the name of each nominee and each continuing Director in the following table is shown: (1) the number of shares of stock of the Corporation owned beneficially by each such person; (2) for those persons serving as Directors of the Corporation, the date on which such person's term of office as Director began; (3) the term of office for which such person will serve; and (4) such person's current principal occupation or employment. -17- Nominees For Election at This Meeting ------------------------------------- Has Served on Board of Shares of Directors Stock Owned of the Beneficially Corporation as of or Its Term March 1, Predecessor of Principal Name 1995 (1) Since Office Occupation - ---- ------------ ----------- ------ ---------- Horst Huehmer 22,632 1980 1998 Director of Corporation and Hudson National Bank; Manager, Hudson Light & Power Department. Lloyd L. 32,904 1962 1998 Director of Parker (2) Corporation and Hudson National Bank; President Emeritus, Larkin Lumber Co. Mark Poplin 162,174 1967 1998 Director of Corporation and Hudson National Bank; President and Treasurer, Poplin Supply Co.; Secretary, Poplin Furniture Co. -18- Directors Continuing in Office ------------------------------ Has Served on Board of Shares of Directors Stock Owned of the Beneficially Corporation as of or Its Term March 1, Predecessor of Principal Name 1995 (1) Since Office Occupation - ---- ------------ ----------- ------ ---------- Alfred A. Cardoza 22,486 1971 1997 Director of Corporation and Hudson National Bank; Retired. Argeo R. Cellucci 6,728 1968 1997 Director of Corporation and Hudson National Bank; President, Cellucci Hudson Corp. Antonio Frias 101,938 1985 1997 Director of Corporation and Hudson National Bank; President and Treasurer, S & F Concrete Contractors. I. George Gould (3) 119,865 1962 1996 Director of Corporation and Hudson National Bank; Chairman, Gould's, Inc. James A. 135,426 1976 1996 Director of Langway (3) Corporation and Hudson National Bank; President and CEO of the Corporation; President & CEO of Hudson National Bank. -19- Directors Continuing in Office (cont.) -------------------------------------- Has Served on Board of Shares of Directors Stock Owned of the Beneficially Corporation as of or Its Term March 1, Predecessor of Principal Name 1995 (1) Since Office Occupation - ---- ------------ ----------- ------ ---------- Dennis F. 442,640 1984 1997 Chairman of Murphy, Jr. the Board of Corporation and Hudson National Bank; Director of Corporation and Hudson National Bank; President and Treasurer, D. F. Murphy Insurance Agency, Inc. David L. 22,274 1986 1996 Director of Parker (2) Corporation and Hudson National Bank; Treasurer, Larkin Lumber Co. -20- Notes: 1. Beneficial ownership of stock for the purpose of this statement includes securities owned by the spouse and minor children and any relative with the same address. Certain Directors may disclaim beneficial ownership of certain of the shares listed beside their names. 2. Messrs. L. Parker and D. Parker are father and son, respectively. 3. Includes 59,219 shares held by CBI ESOP as to which Messrs. Gould and Langway are co-trustees. The affirmative vote of the holders of a majority of the common stock of the Corporation present or represented and voting at the meeting is required to fix the number of Directors. The affirmative vote of a plurality of the votes cast by shareholders is required to elect Directors. OTHER MATTERS ------------- The management knows of no business which will be presented for consideration at the meeting other than that set forth in this Proxy Statement. However, if any such business comes before the meeting, the persons named as proxies will vote thereon according to their best judgment. By order of the Board of Directors /s/ James A. Langway _____________________ James A. Langway President Hudson, Massachusetts March 24, 1995 -21- EX-27 2 FINANCIAL DATA SCHEDULE
9 This schedule contains summary financial information extracted from the unaudited June 30, 1995 financial statements of Community Bancorp, Inc. and is qualified in its entirety by reference to such financial statements. 6-MOS DEC-31-1995 JUN-30-1995 12690741 0 700000 0 23702810 45772220 45216255 128852565 3794299 217765052 187563522 10919511 1173837 0 7998045 0 0 10110137 217765052 6027822 2084567 33509 8145898 2662398 2954394 5191504 60000 0 4090345 2060434 2060434 0 0 1243214 .396 .396 5.30 1255350 107031 1136995 0 3703470 71709 102538 3794299 2293876 0 1522271
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