UNITED STATES
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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/Chief Executive Officer
1227 Bridge St., Suite C,
Yuba City, California 95991
(530) 674-6000
(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
(916) 442-0400
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee**
$5,000,000 $460.00
* Calculated solely for the purpose of determining the filing fee in accordance
with Rule 0-11(b)(1). This calculation assumes the purchase of 200,000 shares
at $25.00 per share.
** Previously paid
[ ] 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
[ ] 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: [ ]
Introductory Statement
This Amendment No. 2 to the issuer tender offer of California Independent
Bancorp, Inc., a California corporation, relates to purchase up to 200,000
shares of its Common Stock, no par value. California Independent Bancorp is
offering to purchase these shares at a price not less than $22.00 nor more than
$25.00 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 November
27, 2002, and in the related Letter of Transmittal, which, as amended or
supplemented from time to time, together constitute the "Offer". This Amendment
No. 2 to the Issuer Tender Offer on Schedule TO is filed in satisfaction of the
reporting requirements of Rule 13e-4(c)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal
is incorporated into this Amendment No. 2 to the Schedule TO by reference to all
of the applicable items in the Schedule TO, except that such information is
hereby amended and supplemented to the extent specifically provided herein.
Items 1, 4, and 12.
Items 1, 4 and 12 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, are hereby amended and
supplemented as follows.
A. The question "IF I TENDER MY SHARES, WHAT WILL THE PURCHASE PRICE FOR THE
SHARES BE?" and answer appearing on page one of the Summary Term Sheet of the
Offer to Purchase is replaced to read as follows.
IF I TENDER MY SHARES, WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE?
We are conducting the Offer through a procedure commonly called a modified
"Dutch Auction." This procedure allows you to select the price within a price
range specified by us at which you are willing to sell your shares. The price
range for this Offer is $22.00 to $25.00 per share. We will select the lowest
purchase price that will allow us to buy 200,000 shares or, if a lesser number
of shares are properly tendered, all shares that are properly tendered and not
withdrawn. All shares we purchase will be purchased at the same price, even if
you have selected a lower price, but we will not purchase any shares above the
purchase price we determine. If you wish to maximize the chance that your shares
will be purchased, you should check the box in the section on the Letter of
Transmittal indicating that you will accept the purchase price we determine. You
should understand that this election could result in your shares being purchased
at the minimum price of $22.00 per share and may have the effect of decreasing
the purchase price at which any common stock will be purchased. If your shares
are purchased in the Offer, you will be paid the purchase price, in cash,
without interest, promptly after the Expiration Date. Under no circumstances
will we pay interest on the purchase price, even if there is a delay in making
payment. See Sections 1 and 2.
B. The question " WHEN WILL WE PAY YOU FOR THE SHARES?" and answer appearing on
page two of the Summary Term Sheet of the Offer to Purchase is replaced to read
as follows.
WHEN WILL WE PAY YOU FOR THE SHARES?
Promptly after the Expiration Date, currently set at December 30, 2002, our
Depositary, U.S. Stock Transfer Corporation, will mail checks representing the
shares purchased at the purchase price. See Sections 1 and 3.
C. The question "ONCE I HAVE TENDERED SHARES IN THE OFFER, CAN I WITHDRAW MY
TENDER?" and answer appearing on page two of the Summary Term Sheet of the Offer
to Purchase is replaced to read as follows.
ONCE I HAVE TENDERED SHARES IN THE OFFER, CAN I WITHDRAW MY TENDER?
You may withdraw your tendered shares at any time before 5:00 p.m., Eastern
Standard Time, on Monday, December 30, 2002, unless we extend the offer, in
which case you can withdraw your shares until the expiration of the Offer as
extended. In order to withdraw your tendered shares, you must deliver a written
or facsimile notice of your withdrawal to the Depositary, U.S. Stock Transfer
Corporation, at 1745 Gardena Avenue, Glendale, CA 91204-2991, Attn: Shareholder
Relations, (818) 502-1404. Your notice of withdrawal must specify your name, the
number of shares to be withdrawn and the name of the registered holder of the
shares. Some additional requirements apply if the certificates for shares to be
withdrawn have been delivered to the Depositary or if your shares have been
tendered under the procedure for book-entry transfer set forth in Section 3.
Promptly after the Expiration Date, we will announce by press release, the
purchase price for the tendered shares. Tendering shareholders, however, will
not be able to withdraw their tendered shares after the Expiration Date. See
Section 4.
D. The question "HOW WILL I BE NOTIFIED IF WE EXTEND THE OFFER OR AMEND THE
TERMS OF THE OFFER?" and answer appearing on page three of the Summary Term
Sheet of the Offer to Purchase is replaced to read as follows.
HOW WILL I BE NOTIFIED IF WE EXTEND THE OFFER OR AMEND THE TERMS OF THE OFFER?
If the Offer is extended, we will make a public announcement by a press
release of the extension no later than 9:00 a.m., Eastern Standard Time, on the
first business day after the previously scheduled Expiration Date. We will
announce any amendment to the offer by making a public announcement by press
release of the amendment. See Section 15.
E. The paragraph entitled "Determination of Validity" on page 17 of the Letter
of Offer is replaced to read as follows.
Determination of Validity
All questions as to the number of shares to be accepted, the purchase price
to be paid for shares to be accepted and validity, form, eligibility (including
the time of receipt) and acceptance for payment of any tendered shares pursuant
to any of the procedures described above will be determined by us, in our sole
discretion, and our determination will be final and binding on all parties. We
reserve the absolute right to reject any or all tenders of any shares determined
by us not to be in proper form or if the acceptance for payment of, or payment
for, such shares may, in the opinion of our counsel, be unlawful. We also
reserve the absolute right, in our sole discretion, to waive any of the
conditions of the Offer or any defect or irregularity in any tender with respect
to all shareholders. No tender of shares will be deemed to have been validly
made until all defects and irregularities have been cured or waived by us.
Neither we nor any of our affiliates, nor the Depositary, the Information Agent
or any other person or entity, is under any duty to give any notification of any
defects or irregularities in tenders or incur any liability for failure to give
any such notification. Our interpretation of the terms and conditions of the
Offer (including the Letter of Transmittal and the instructions thereto) will be
final and binding.
F. Section 7 entitled "Certain Conditions of the Offer" on page 22 of the Offer
to Purchase is replaced as follows.
7. CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, we shall not be required
to accept for payment, purchase or pay for any shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, the
purchase of and the payment for, shares tendered, subject to Rule 13e-4(f) under
the Exchange Act (see Section 15) if, in our sole judgment, at any time on or
after November 27, 2002 and at or before the time of purchase of any such
shares, any of the following events that are not within our direct or indirect
control shall have occurred (or shall have been determined by us to have
occurred) which, regardless of the circumstances (including any action or
omission to act by us), makes it inadvisable to proceed with the Offer or with
such purchase or payment:
(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental, regulatory or administrative
agency or authority or tribunal or any other person, domestic or foreign, or
before any court or governmental, regulatory or administrative authority or
agency or tribunal, domestic or foreign, which: (i) challenges the making of the
Offer, the acquisition of shares pursuant to the Offer or otherwise relates in
any manner to the Offer or (ii) in our sole judgment, could materially adversely
affect our business, condition (financial or other), income, operations or
prospects, taken as a whole, or otherwise materially impair in any way the
contemplated future conduct of our business or materially impair the Offer's
contemplated benefits to us; or
(b) there shall have been any action threatened or taken, or approval
withheld, or any statute, rule, regulation, judgment, order or injunction
threatened, proposed, sought, promulgated, enacted, entered, amended, enforced
or deemed to be applicable to the Offer or us, by any court or any government or
governmental, regulatory or administrative authority or agency or tribunal,
domestic or foreign, which, in our sole judgment, would or might directly or
indirectly: (i) make the acceptance for payment of, or payment for, some or all
of the shares illegal or otherwise restrict or prohibit consummation of the
Offer, (ii) delay or restrict our ability, or render us unable, to accept for
payment or pay for some or all of the shares, (iii) materially impair the
contemplated benefits of the Offer or (iv) materially affect our business,
condition (financial or other), income, operations or prospects, taken as a
whole, or otherwise materially impair in any way our contemplated future conduct
of the business; or
(c) there shall have occurred: (i) the declaration of any banking
moratorium or suspension of payments in respect of banks in the United States,
(ii) any general suspension of trading in, or limitation on prices for,
securities on any United States national securities exchange or in the
over-the-counter market, (iii) the commencement or escalation of a war, armed
hostilities or any other national or international crisis directly or indirectly
involving the United States, (iv) any limitation (whether or not mandatory) by
any governmental, regulatory or administrative agency or authority on, or any
event which, in our sole judgment, might affect, the extension of credit by
banks or other lending institutions in the United States, (v) any significant
decrease in the market price of the shares or in the general level of market
prices of equity securities in the United States or abroad or any change in the
general political, market, economic or financial conditions in the United States
or abroad that could have a material adverse effect on our business, operations
or prospects or the trading in the shares or that, in our sole judgment, makes
it inadvisable to proceed with the Offer or (vi) in the case of any of the
foregoing existing at the time of the commencement of the Offer, in our sole
judgment, a material acceleration or worsening thereof; or
(d) a tender or exchange offer for any or all of the shares (other than the
Offer), or any merger, business combination or other similar transaction with or
involving us, shall have been proposed, announced or made by any entity or
person; or
(e) any entity or person shall have acquired or proposed to acquire
beneficial ownership of more than 5% of the outstanding shares (other than any
such entity or person which has acquired beneficial ownership of more than 5% of
the outstanding shares prior to November 20, 2002).
The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to any such condition (including any
action or inaction by the us) or may be waived by us in whole or in part. Our
failure at any time to exercise any of the foregoing rights shall not be deemed
a waiver of any such right and each such right shall be deemed an ongoing right,
which may be asserted at any time and from time to time. If we waive any
material condition described above, we will extend the Expiration Date for at
least five business days. Any determination by us concerning the events
described in this Section 7 shall be final and shall be binding on all parties.
G. The first paragraph of Section 14 entitled "Certain U.S. Federal Income Tax
Consequences" on page 29 of the Offer to Purchase is replaced as follows.
14. U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary is a general discussion of the material United States
federal income tax consequences of the Offer. This summary is based upon laws,
regulations, rulings and decisions now in effect, all of which are subject to
change, possibly retroactively. No ruling as to any matter discussed in this
summary has been requested or received from the IRS.
ITEM 12. EXHIBIT.
(a)(5)(iii) Press Release dated December 20, 2002.
(a)(5)(iv) Press Release dated December 20, 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: December 20, 2002
California Independent Bancorp
By: /s/ John I. Jelavich
-----------------------------------
John I. Jelavich
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Description
99.(a)(1)(i) Offer to Purchase, dated November 27, 2002. *
99.(a)(1)(ii) Letter of Transmittal, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9. *
99.(a)(1)(iii) Letter to Shareholders of CIB from John I. Jelavich, President
and Chief Executive Officer, dated November 27, 2002. *
99.(a)(1)(iv) Notice of Guaranteed Delivery. *
99.(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated November 27, 2002. *
99.(a)(1)(vi) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees to their Clients. *
99.(a)(5)(i) Press Release dated November 27, 2002. *
99.(a)(5)(ii) Press Release dated November 29, 2002. *
99.(a)(5)(iii) Press Release dated December 20, 2002. **
99.(a)(5)(iv) Press Release dated December 20, 2002.**
99.(b)(i) Amended and Restated Declaration of Trust, CIB Capital Trust,
dated as of October 29, 2002*
99.(b)(ii) Indenture, dated as of October 29, 2002*
99.(b)(iii) Guarantee Agreement, dated as of October 29, 2002*
* Previously filed
** Filed herewith