-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AEMtjgOA4yy1qQ+kyixunKHt4LmloDcHIChRn8Wxd2BGwOb7H4cQj9c0YMBaMeQ/ v0b5WJMFgaLvx6YtUcbcNQ== 0000742170-96-000008.txt : 19960326 0000742170-96-000008.hdr.sgml : 19960326 ACCESSION NUMBER: 0000742170-96-000008 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960320 FILED AS OF DATE: 19960325 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 033-12756-B FILM NUMBER: 96537833 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 DEF 14A 1 NOTICE OF 1996 ANNUAL MEETING AND PROXY MATERIAL COMMUNITY BANCORP, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS April 9, 1996 ________________________________________________ NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Shareholders of Community Bancorp, Inc. ("Corporation") will be held at the Main Office of the Corporation, 17 Pope Street, Hudson, Massachusetts, on Tuesday, April 9, 1996 at 10 o'clock a.m., for the purpose of considering and voting upon the following matters: To fix the number of Directors who shall constitute the full Board of Directors at eleven. To elect as Directors the five individuals listed as nominees in the Proxy Statement accompanying this notice of meeting, who, together with the six Directors whose terms of office do not expire at this meeting, will constitute the full Board of Directors. Such other matters as may properly be brought before the meeting and any adjournment thereof. The record date and hour for determining shareholders entitled to notice of, and to vote at, the meeting, has been fixed at 5 o'clock p.m., March 1, 1996. By Order of the Board of Directors, /s/ Donald R. Hughes, Jr. ---------------------------- Donald R. Hughes, Jr., Clerk March 20, 1996 _______________________________________________________________ PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU DO ATTEND THE MEETING. _______________________________________________________________ ============================================================================ COMMUNITY BANCORP, INC. PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS April 9, 1996 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 9, 1996. As of March 1, 1996, 3,158,946 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, 1996. 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 eleven; and to elect Donald R. Hughes, Jr. and David W. Webster 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; and to elect I. George Gould, James A. Langway and David L. Parker to the Board of Directors of the Corporation to serve until the Annual Meeting of Shareholders in 1999 and until their successors are duly elected and qualified to serve. The financial statements of the Corporation for 1995 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 20, 1996. -2- 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 eleven 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 eleven. 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 eleven. 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 eleven and that the five 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. -3- 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 1996 (1) Since Office Occupation ---- ------------ ------------ ------ ---------- I. George Gould (2) 117,499 1962 1999 Director of Corporation and Hudson National Bank; Chairman, Gould's, Inc. Donald R. Hughes, Jr. (2) 88,853 1995 1998 Director of Corporation and Hudson National Bank; Treasurer & Clerk of the Corporation; Executive Vice President & Cashier of Hudson National Bank. James A. Langway (2) 137,060 1976 1999 Director of Corporation and Hudson National Bank; President and CEO of the Corporation; President & CEO of Hudson National Bank. David L. Parker 22,274 1986 1999 Director of Corporation and Hudson National Bank; Treasurer, Larkin Lumber Co. David W. Webster 30,860 1995 1998 Director of Corporation and Hudson National Bank; President & Treasurer, A. T. Knight Fuel Co., Inc. -4- 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 1996 (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. Horst Huehmer 22,632 1980 1998 Director of Corporation and Hudson National Bank; Manager, Hudson Light & Power Department. Dennis F. Murphy, Jr. 442,640 1984 1997 Chairman of the Board of Corporation and Hudson National Bank; Director of Corporation and Hudson National Bank; President and Treasurer, D. F. Murphy Insurance Agency, Inc. -5- 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 ---- ------------ ------------ ------ ---------- Mark Poplin 170,174 1967 1998 Director of Corporation and Hudson National Bank; President and Treasurer, Poplin Supply Co.; Secretary, Poplin Furniture Co. -6- 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. Includes 56,853 shares held by CBI ESOP as to which Messrs. Gould, Hughes 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 20, 1996 =============================================================================== COMMUNITY BANCORP, INC. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS APRIL 9, 1996 KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Community Bancorp, Inc. ("Corporation") hereby nominates, constitutes and appoints Alfred A. Cardoza, Argeo R. Cellucci and Mark Poplin, and each of them (with full power to act alone), true and lawful attorneys, agents and proxies, with power of substitution to each, to attend the Annual Meeting of the Shareholders of said Corporation to be held at the Main Office of the Corporation at 17 Pope Street, Hudson, Massachusetts on Tuesday, April 9, 1996 at 10 o'clock a.m., and any adjournments thereof, and thereat to vote or otherwise act in respect of all the shares of capital stock of said Corporation that the undersigned shall be entitled to vote, with all powers the undersigned would posses if personally present, upon the following matters: 1. To fix the number of Directors For [ ] who shall constitute the full Board of Directors at eleven. Withheld [ ] 2. To elect as Directors the five For [ ] individuals listed as nominees in the Proxy Statement accompanying Withheld [ ] this Proxy, who, together with the six Directors whose term of office do not expire at this meeting, will constitute the full Board of Directors. 3. Such other matters as may properly For [ ] be brought before the meeting and any adjournments thereof. Withheld [ ] THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE PROPOSITIONS LISTED ABOVE UNLESS "WITHHELD" IS INDICATED. IF ANY OF THE INDIVIDUALS LISTED AS NOMINEES FOR DIRECTOR IN THE PROXY STATEMENT DATED MARCH 20, 1996 ACCOMPANYING NOTICE OF SAID MEETING IS UNAVAILABLE AS A CANDIDATE, OR ANY OTHER NOMINATION IS MADE OR ANY OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE JUDGEMENT OF THE PERSONS ACTING HEREUNDER UNLESS "WITHHELD" IS INDICATED IN RESPONSE TO ITEM 3 ABOVE. THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT. Dated:_____________________, 1996 _________________________________ (Signature of Shareholder) __________________________________ (Signature of Shareholder) When signing as attorney, executor, administrator, trustee or guardian, please give full title Number of Shares___________________ -----END PRIVACY-ENHANCED MESSAGE-----