SC TO-C

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

California Independent Bancorp(Name of Subject Company (Issuer)

California Independent Bancorp(Name of Filing Person (Issuer)

Common Stock, No Par Value(Title of Class of Securities)

130334105(CUSIP Number of Class of Securities)

John I. Jelavich
President and Chief Executive Officer
1227 Bridge St., Suite C,
Yuba City, California 95991
(530) 674-6025(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

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee
N/A	N/A

*

Pursuant to General Instruction D to Schedule TO, no filing fee is required for pre-commencement communications.

o

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

ý

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:

o

third party tender offer subject to Rule 14d-1.



ý

issuer tender offer subject to Rule 13e-4.



o

going private transaction subject to Rule 13e-3.



o

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:    o

        This Tender Offer Statement on Schedule TO relates to the preliminary communication and the pre-commencement communication of an offer by California Independent Bancorp, a California corporation (the "Company"), to purchase up to 200,000 shares of common stock, no par value, or such lesser number of shares as is properly tendered and not properly withdrawn, at a price not greater than $25.00 nor less than $22.00 per share, net to the seller in cash, without interest, as set forth in the press release attached as Exhibit 99(a)(5). This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended.

        The Company has not commenced the offer that is referred to in this communication. Upon commencement of such offer, California Independent Bancorp will file with the Securities and Exchange Commission a Schedule TO and related exhibits, including the Offer to Purchase, the Letter of Transmittal and other related documents. Shareholders are strongly encouraged to read the Schedule TO and related exhibits, including the Offer to Purchase, the Letter of Transmittal and other related documents, when these become available because they will contain important information about the offer. The Schedule TO and related exhibits will be available without charge at the Securities and Exchange Commission web site at www.sec.gov and will be delivered without charge to all shareholders of the Company.

Item 12.    Exhibits.

Exhibit No. 99

(a)(5)    Press Release, dated November 20, 2002

Pursuant to General Instruction D to Schedule TO, no signature is required for the filing of pre-commencement communication.

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Item 12. Exhibits.

EX-99.(A)(5)

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Exhibit 99(a)(5)

November 20, 2002

FOR IMMEDIATE RELEASE CONTACT: John Jelavich
(530) 674-6025

CALIFORNIA INDEPENDENT BANCORP ANNOUNCES OFFER TO PURCHASE UP
TO 200,000 SHARES OF ITS COMMON STOCK AT $22.00 TO $25.00 PER SHARE

Yuba City, CA—November 20, 2002—California Independent Bancorp (NASDAQ—CIBN), announced today that its Board of Directors has approved the initiation of a "Dutch Auction" Tender Offer by the Company to purchase up to 200,000 shares of its outstanding common stock at a price per share of not less than $22.00 nor more than $25.00 per share. The tender offer is expected to commence on or about November 27, 2002 and to expire, unless extended, at 5:00 p.m., Eastern Standard Time, on or about December 30, 2002.

        Under the tender offer, CIBN stockholders will have the opportunity to tender some or all of their shares at a price within the $22.00 to $25.00 price range. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per share price within the range that will enable it to buy 200,000 shares, or such lesser number of shares that are properly tendered. If stockholders of more than 200,000 shares properly tender their shares at or below the determined price per share, the Company will purchase shares tendered by such stockholders, at the determined price per share, on a pro rata basis. Stockholders whose shares are purchased in the offer will be paid the determined purchase price per share net in cash, without interest, after the expiration of the offer period. The offer is not contingent upon any minimum number of shares being tendered. The offer is subject to a number of other terms and conditions specified in the offer to purchase that will be distributed to stockholders.

        John Jelavich, President of the Company commented, "We believe that a repurchase of our stock is consistent with our goal of maximizing stockholder value. At the same time, our offer provides those who wish to sell shares an opportunity to do so at a premium over recent trading prices and without incurring transaction fees."

        The offer to purchase, letter of transmittal and related documents will be mailed to stockholders of record and will also be made available for distribution to beneficial owners of the Company's common stock.

        Neither the Company, nor its Board of Directors, is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by the Company.

        Stockholders and investors should read carefully the offer to purchase and related materials when they are available because they contain important information. Stockholders and investors may obtain a free copy (when available) of the offer to purchase and other documents that will be filed by the Company with the Securities and Exchange Commission at the Securities and Exchange Commission's web site at www.sec.gov or from the Company (when available). Stockholders are urged to carefully read these materials prior to making any decision with respect to the offer.

        California Independent Bancorp, through its subsidiary Feather River State Bank, engages in a broad range of financial service activities. Its primary market is in the Sacramento Valley, with nine branches in Yuba City, Arbuckle, Colusa, Marysville, Wheatland, Woodland, Lincoln, and Roseville, California serving Sutter, Yuba, Colusa, Yolo, and Placer counties.

Forward-looking statements—The Private Securities Litigation Reform Act of 1995:

Certain statements contained in this release are forward-looking statements that are subject to risk and uncertainty. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. A number of factors—many of which are beyond California Independent Bancorp's ("Company") control—could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. The Company's reports filed with the Securities and Exchange Commission, including the Company's Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarter ended September 30, 2002, describe some of these factors, including certain credit, market, operational, liquidity, and interest rate risks associated with the Company's business and operations. Other factors described in the Company's Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarter ended September 30, 2002, include changes in business and economic conditions, competition, fiscal and monetary policies, and legislation. There are other factors besides these that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements or otherwise affect in the future the Company's business, results of operations and financial condition. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update such statements in light of new

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Exhibit 99(a)(5)