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. 3)
California Independent Bancorp
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(Name of Subject Company (Issuer))
California Independent Bancorp
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(Name of Filing Person (Issuer))
Common Stock, No Par Value
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(Title of Class of Securities)
130334105
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(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. 3 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. 3 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.
ITEM 12. EXHIBIT.
(a)(5)(v) Press Release dated January 2, 2003 announcing preliminary
results of the Company's tender offer.
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: January 2, 2003
California Independent Bancorp
By: /s/ John I. Jelavich
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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.(a)(5)(v) Press Release date January 2, 2003.**
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