-----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, AFwzJTvJYLlak/VVBWiNLELl2PQaccgQVF6lMNjqozuJvLFV8gPLNVIsYy3wq8bS 7r5yXBWKurj4UD0KBb0SpA== 0000742170-99-000011.txt : 19990325 0000742170-99-000011.hdr.sgml : 19990325 ACCESSION NUMBER: 0000742170-99-000011 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990323 FILED AS OF DATE: 19990324 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: SEC FILE NUMBER: 033-12756-B FILM NUMBER: 99571193 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 1999 ANNUAL MEETING AND PROXY MATERIAL COMMUNITY BANCORP, INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS April 13, 1999 ________________________________________________ NOTICE IS HEREBY GIVEN that the 1999 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 13, 1999 at 10 o'clock a.m., for the purpose of considering and voting upon the following matters: 1. To fix the number of Directors who shall constitute the full Board of Directors at ten. 2. To elect as Directors the three individuals listed as nominees in the Proxy Statement accompanying this notice of meeting, who, together with the seven Directors whose terms of office do not expire at this meeting, will constitute the full Board of Directors. 3. 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, 1999. By Order of the Board of Directors, /s/ Donald R. Hughes, Jr. ---------------------------- Donald R. Hughes, Jr., Clerk March 23, 1999 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 13, 1999 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: 978-568-8321), for use at the Annual Meeting of Shareholders of the Corporation to be held on Tuesday, April 13, 1999. As of March 1, 1999, 2,944,588 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, 1999. 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 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 the year 2002 and until their successors are duly elected and qualified to serve. The financial statements of the Corporation for 1998 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 23, 1999. -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 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. -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 1999 (1) Since Office Occupation ---- ------------ ------------ ------ ---------- I. George Gould 123,197 1962 2002 Director of (2) Corporation and Community National Bank; Chairman, Gould's, Inc. James A. Langway 172,604 1976 2002 Director of (2) Corporation and Community National Bank; President and CEO of the Corporation; President & CEO of Community National Bank. David L. Parker 28,714 1986 2002 Director of Corporation and Community National Bank; Chairman, Larkin Lumber Co. 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 1999 (1) Since Office Occupation ---- ------------ ------------ ------ ---------- Alfred A. Cardoza 22,486 1971 2000 Director of Corporation and Community National Bank; Retired. Antonio Frias 26,586 1985 2000 Director of Corporation and Community National Bank; President and Treasurer, S & F Concrete Contractors, Inc. Horst Huehmer 22,632 1980 2001 Director of Corporation and Community National Bank; Retired. Donald R. Hughes, Jr. 110,209 1995 2001 Director of (2) Corporation and Community National Bank; Treasurer & Clerk of the Corporation; Executive Vice President & Cashier of Community National Bank. Dennis F. Murphy, Jr. 438,208 1984 2000 Chairman of the Board of Corporation and Community National Bank; Director of Corporation and Community National Bank; President and Treasurer, D. Francis Murphy Insurance Agency, Inc. Mark Poplin 153,054 1967 2001 Director of Corporation and Community National Bank; President and Treasurer, Poplin Supply Co.; Secretary, Poplin Furniture Co. David W. Webster 70,834 1995 2001 Director of Corporation and Community National Bank; President, Knight Fuel Co., Inc. -4- 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 78,209 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 23, 1999 COMMUNITY BANCORP, INC. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS APRIL 13, 1999 KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Community Bancorp, Inc. ("Corporation") hereby nominates, constitutes and appoints Horst Huehmer, Mark Poplin and David W. Webster, 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 13, 1999 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 ten. Withheld [ ] 2. To elect as Directors the three For [ ] individuals listed as nominees in the Proxy Statement accompanying Withheld [ ] this Proxy, who, together with the seven Directors whose terms 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 23, 1999 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:_____________________, 1999 _________________________________ (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-----