-----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, SaPZjW1shOOLXVM0aiS365wubW+ebO7NtXi60n0xeMS8RteMT0RE+QWvJWF2mjNI 9mNmoGr/zQXQWa2dHiTdeg== 0000742170-02-000034.txt : 20021105 0000742170-02-000034.hdr.sgml : 20021105 20021105160715 ACCESSION NUMBER: 0000742170-02-000034 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021105 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46691 FILM NUMBER: 02809946 BUSINESS ADDRESS: STREET 1: 17 POPE ST CITY: HUDSON STATE: MA ZIP: 01749 BUSINESS PHONE: 978-568-8321 MAIL ADDRESS: STREET 1: 17 POPE STREET CITY: HUDSON STATE: MA ZIP: 01749 FILED BY: 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: SC TO-I/A BUSINESS ADDRESS: STREET 1: 17 POPE ST CITY: HUDSON STATE: MA ZIP: 01749 BUSINESS PHONE: 978-568-8321 MAIL ADDRESS: STREET 1: 17 POPE STREET CITY: HUDSON STATE: MA ZIP: 01749 SC TO-I/A 1 tofinal-2002.txt FINAL AMENDMENT TO SCHEDULE TO-I, COMMUNITY BANCORP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 ---------------------------- FINAL AMENDMENT 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 --------- (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 - -------------------------------------------------------------------------- Transaction valuation* Amount of filing fee $2,999,997 $276.00 - -------------------------------------------------------------------------- * Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1). This calculation assumes the purchase of 222,222 shares at $13.50 per share. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(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: [X] This Final Amendment amends and supplements the Tender Offer Statement on Schedule TO filed on October 1, 2002, as amended by Amendment No. 1 filed on October 18, 2002, related 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 (including the associated Preferred Share Purchase Rights), 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". The information contained in the Offer to Purchase is hereby incorporated by reference in response to all the items of this Schedule TO, as amended by Amendment No. 1 thereto, and this Final Amendment. -2- Item 4. TERMS OF THE TRANSACTION. Item 4 of Schedule TO is hereby amended and supplemented as follows: The tender offer expired at 5:00 P.M., E.S.T., on November 1, 2002. A total of 134,505 shares of the Common Stock of Community Bancorp, Inc. were validly tendered, not withdrawn, and accepted for purchase at a purchase price of $13.50 per share. There was no proration. Item 12. EXHIBITS. Item 12 of Schedule TO is hereby amended and supplemented with the addition of the following Exhibit: (a)(12) Form of Letter to Shareholders of the Company from James A. Langway, President and Chief Executive Officer, dated November 5, 2002. 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: November 5, 2002 Community Bancorp, Inc. By: /s/ James A. Langway --------------------- James A. Langway President and Chief Executive Officer -3- INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 99.(a)(12) Form of Letter to Shareholders of the Company from James A. Langway, President and Chief Executive Officer, dated November 5, 2002. -4- EX-99.(A)(12) 3 ex99-a12.txt FORM OF LETTER TO SHAREHOLDERS FROM PRESIDENT, DATED NOVEMBER 5, 2002 [Printed on Community Bancorp, Inc. letterhead] November 5, 2002 Dear Shareholder: The Company's Offer to Purchase up to 222,222 shares of Community Bancorp, Inc. common stock, dated October 1, 2002 and amended on October 18, 2002, expired at 5:00 P.M. on November 1, 2002. A total of 134,505 shares were tendered in conjunction with the Offer. Checks to shareholders who tendered shares, representing the proceeds of the sale of those shares to the Company at a per-share price of $13.50, are expected to be mailed on or before November 8, 2002. Sincerely, /s/ James A. Langway James A. Langway President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----