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UNITED STATES |
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SECURITIES AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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COMMUNITY BANCORP INC.
(Name of Issuer)
Common Stock, Par Value $0.625 per share
(Title of Class of Securities)
20342P109
(CUSIP Number)
Jared M. Wolff
Executive Vice President, General Counsel and Secretary
First Community Bancorp
6110 El Tordo
P.O. Box 2388
Rancho Santa Fe, California 92067
Telephone: (310) 458-1531
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2006
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 20342P109 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
ý* |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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* See Item 4.
** Beneficial ownership of the Common Stock referred to herein is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of the Shareholder Agreements described in Items 3, 4, 5 and 6 hereof. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the Act), neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
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Item 1. |
Security and Issuer |
This Statement (the Statement) relates to the common stock, $0.625 par value per share, of Community Bancorp Inc. (the Company), a corporation organized under the laws of the State of Delaware. The Companys principal executive offices are located at 900 Canterbury Place, Suite 300, Escondido, CA 92025. |
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Item 2. |
Identity and Background |
(a)-(c); (f) This Statement is filed by First Community Bancorp, a California corporation (FCB). The principal business of FCB is operating as a bank holding company. The address of FCBs principal business and principal office is First Community Bancorp, 6110 El Tordo, P.O. Box 2388, Rancho Santa Fe, California 92067.
For information required by General Instruction C to Schedule 13D with respect to the directors and executive officers of FCB, Exhibit A, which is attached hereto and incorporated herein by reference, sets forth the following information: (i) name, (ii) business address, (iii) citizenship and (iv) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.
FCB may be deemed to be controlled for the purposes of Schedule 13D by the following entities and individuals: Castle Creek Capital Partners Fund I, LP, a Delaware limited partnership (Fund I); Castle Creek Capital Partners Fund IIa, LP, a Delaware limited partnership (Fund IIa); Castle Creek Capital Partners Fund IIb, LP, a Delaware limited partnership (Fund IIb and, together with Fund I and Fund IIa, the Funds); Castle Creek Capital LLC, a Delaware limited liability company and the sole general partner of the Funds (the General Partner); Eggemeyer Advisory Corp., a Delaware corporation and a controlling member of the General Partner (EAC); John M. Eggemeyer III, a California resident and the sole shareholder and president of EAC and the president of the General Partner (Eggemeyer); WJR Corp., a Delaware corporation and controlling member of the General Partner (WJR and , together with the Funds, the General Partner and EAC, the Castle Creek Entities); and William J. Ruh, a California resident and the sole shareholder and president of WJR and the executive vice president of the General Partner (Ruh). Each of Eggemeyer and Ruh is a citizen of the United States. The business address for each of Eggemeyer, Ruh and the Castle Creek Entities is 6051 El Tordo, Rancho Santa Fe, California 92067. The principal business of the Castle Creek Entities is investment. Eggemeyer, Ruh and the Castle Creek Entities each disclaim control of FCB.
(d)-(e) Neither FCB nor, to the knowledge of FCB, any of the individuals listed on Exhibit A, Ruh or any of the Castle Creek Entities has, during the past five (5) years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative |
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body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
Mark N. Baker, Gary W. Deems, Alan L. Douglas, G. Bruce Dunn, Robert H.S. Kirkpatrick, Philip D. Oberhansley, Thomas A. Page, Michael J. Perdue, Corey A. Seale, Thomas E. Swanson, M. Faye Wilson, Gary M. Youmans (together, the Shareholders) and FCB entered into Shareholder Agreements, each dated as of May 15, 2006 (described in Item 4 of this Schedule 13D and a form of which is attached hereto as Exhibit B) (the Shareholder Agreements) with respect to certain shares of the Companys common stock beneficially owned by the Shareholders (the Shares). No shares of the Companys common stock were purchased by FCB pursuant to the Shareholder Agreements, and thus no funds were used for such purpose. Exhibit B is specifically incorporated herein by reference in response to this Item 3. |
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Item 4. |
Purpose of Transaction |
(a)-(j) The purpose of FCBs entering into the Shareholder Agreements covering the Shares to which this Statement relates is to induce FCB to enter into and facilitate the adoption by the shareholders of the Company of the Agreement and Plan of Merger by and between FCB and the Company, dated as of May 15, 2006, incorporated by reference herein as Exhibit C (the Merger Agreement), pursuant to which the Company will be merged with and into FCB (the Merger). Subsequent to the Merger, Community National Bank, a wholly owned subsidiary of the Company will merge with and into First National Bank, a wholly owned subsidiary of FCB. Except as otherwise provided in this Statement, capitalized terms that are used but not otherwise defined in this Statement shall have the meaning assigned to such terms in the Merger Agreement.
Pursuant to Instructions for Cover Page (2) to this Schedule 13D, the following is a description of the relationship among FCB and the Shareholders under the Shareholder Agreements, but is not an affirmation by FCB of the existence of a group for purposes of Section 13(d)(3) or Section 13(g)(3) of the Securities Exchange Act of 1934 or Rule 13d-5(b)(1) thereunder. Pursuant to Rule 13d-4 of the Act, FCB disclaims beneficial ownership of the Shares.
As an inducement for FCB to enter into the Merger Agreement and in consideration thereof, each of the Shareholders entered into the Shareholder Agreements with FCB. Pursuant to the Shareholder Agreements, each of the Shareholders has agreed, among other things, to vote or to cause to be voted all of the Shares of such Shareholder that are subject thereto (i) in favor of the adoption of the Merger Agreement; (ii) against any action or agreement that would result in a breach in any material respect of any |
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covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except with the prior written consent of FCB, against the following actions (other than the Merger): (A) any extraordinary corporate transactions, such as a merger, consolidation or other business combination involving the Company; (B) any sale, lease, transfer or disposition of a material amount of the assets of the Company; (C) any change in the majority of the board of directors of the Company; (D) any material change in the present capitalization of the Company; (E) any amendment of the Companys articles of incorporation or bylaws; (F) any other change in the corporate structure, business, assets or ownership of the Company; or (G) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the contemplated economic benefits to FCB of the Merger and the transactions contemplated by the Merger Agreement. Further, each Shareholder has agreed not to enter into any agreement, arrangement or understanding with any person prior to the Termination Date (as defined in the Shareholder Agreement) to vote or give instructions, whether before or after the Termination Date, in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence.
Under the Shareholder Agreements, each of the Shareholders also has agreed not to (i) sell, transfer, convey, assign or otherwise dispose of any of his or her Shares without the prior written consent of FCB, other than Shares sold or surrendered to pay the exercise price of any Company Options or to satisfy the Companys withholding obligations with respect to any taxes resulting from such exercise, or (ii) pledge, mortgage or otherwise encumber such Shares.
In addition, each Shareholder has agreed not to (directly or indirectly) initiate, solicit, encourage or facilitate any Acquisition Proposal (as defined in the Merger Agreement) from any person.
The Shareholder Agreements will terminate upon the consummation of the Merger, except that if the Merger is not consummated, the obligations of the Shareholder thereunder will terminate upon the termination of the Merger Agreement in accordance with its terms.
The transactions contemplated by the Merger Agreement are summarized as follows:
Under the terms and subject to the conditions of the Merger Agreement, which has been approved by the Board of Directors of each of FCB and the Company, at the effective time of the Merger, FCB will acquire all of the outstanding common stock and options of the Company for approximately $277 million in consideration (based on the closing price of FCB common stock on May 12, 2006, the last trading day prior to the execution of the definitive agreement) consisting of FCB common stock for the outstanding common stock of the Company and cash for the Company stock options. The transaction is intended to qualify as a tax-free transaction under Section 368(a) of the Internal Revenue Code, as amended. |
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The Merger Agreement provides for a fixed exchange ratio of 0.735 of a share of FCB common stock for each Company share, provided that the average closing price of FCBs common stock remains within a collar over a 15 trading day measurement period prior to the closing of the transaction. If such average price is outside the collar, and if the change in such price is disproportionate to an agreed upon banking index, the Merger Agreement may be terminated, in the case of a significant increase, by FCB unless the exchange ratio is adjusted by the Company, and may be terminated, in the case of a significant decline, by the Company unless the exchange ratio is adjusted by FCB.
Consummation of the Merger is subject to customary conditions, including among other things (i) approval of the Merger by the Companys shareholders and, if necessary, FCBs shareholders, (ii) approval of an amendment to FCBs bylaws to increase the size of the board of directors to accommodate the appointment to FCBs board of directors of Gary Deems, chairman of the Company, and Mark Baker, a director of the Company and (iii) approval of regulatory authorities. In addition, the Merger Agreement contains certain termination rights for both the Company and FCB and provides that, in the event the Merger Agreement is terminated under certain circumstances, as more fully described therein, the Company will be required to pay a termination fee equal to $9.1 million.
Furthermore, pursuant to the terms of the Merger Agreement, the directors of the Surviving Corporation (FCB) shall be the directors of FCB immediately prior to the effective time of the Merger and two directors from the Company, Gary Deems and Mark Baker, each to hold office until such time as their successors are duly elected and qualified. The officers of the Surviving Corporation shall be the officers of FCB. Michael Perdue, president and chief executive officer of the Company, will become president and chief executive officer of First National Bank, while Robert Borgman, president and chief executive officer of First National Bank, will become chairman of First National Bank, each to hold office in accordance with the Articles of Association and Bylaws of First National Bank.
The foregoing descriptions of the transactions contemplated by the Shareholder Agreements and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the respective agreements, copies of which are filed or incorporated by reference hereto as Exhibits B and C, respectively. Exhibits B and C are specifically incorporated herein by reference in answer to this Item 4.
Except as set forth in this Statement, the Shareholder Agreements and the Merger Agreement, neither FCB nor, to the knowledge of FCB, any of the persons listed on Exhibit A, Ruh or any of the Castle Creek Entities has any present plans or proposals that relate to or that would result in or relate to any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
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Item 5. |
Interest in Securities of the Issuer |
(a) As a result of the Shareholder Agreements, FCB may be deemed to have beneficial ownership of an aggregate of 982,113 shares of the Companys common stock, which constitutes, based on information provided by the Company and set forth in the Merger Agreement, approximately 16.26% of the outstanding common stock of the Company as of May 15, 2006.
Of this amount, Mark N. Baker owns 81,998 shares of the Companys common stock, representing 1.36% of the outstanding common stock of the Company as of May 15, 2006.
Gary W. Deems owns 111,917 shares of the Companys common stock, representing 1.85% of the outstanding common stock of the Company as of May 15, 2006.
Alan L. Douglas owns 29,375 shares of the Companys common stock, representing 0.49% of the outstanding common stock of the Company as of May 15, 2006.
G. Bruce Dunn owns 175,383 shares of the Companys common stock, representing 2.90% of the outstanding common stock of the Company as of May 15, 2006.
Robert H.S. Kirkpatrick owns 25,372 shares of the Companys common stock, representing 0.42% of the outstanding common stock of the Company as of May 15, 2006.
Philip D. Oberhansley owns 1,434 shares of the Companys common stock, representing 0.02% of the outstanding common stock of the Company as of May 15, 2006.
Thomas A. Page owns 63,965 shares of the Companys common stock, representing 1.06% of the outstanding common stock of the Company as of May 15, 2006.
Michael J. Perdue owns 86,460 shares of the Companys common stock, representing 1.43% of the outstanding common stock of the Company as of May 15, 2006.
Corey A. Seale owns 48,623 shares of the Companys common stock, representing 0.81% of the outstanding common stock of the Company as of May 15, 2006. |
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Thomas E. Swanson owns 234,036 shares of the Companys common stock, representing 3.88% of the outstanding common stock of the Company as of May 15, 2006.
M. Faye Wilson owns 11,110 shares of the Companys common stock, representing 0.18% of the outstanding common stock of the Company as of May 15, 2006.
Gary M. Youmans owns 112,440 shares of the Companys common stock, representing 1.86% of the outstanding common stock of the Company as of May 15, 2006.
None of the entities or individuals named in Item 2 herein has sole or shared dispositive power over the Shares subject to the Shareholder Agreements and each disclaims any beneficial ownership of the Shares subject to the Shareholder Agreements.
Other than as provided in the first sentence of the first paragraph of this Item 5, neither FCB nor, to the knowledge of FCB, any of the persons listed on Exhibit A hereto, Ruh or any of the Castle Creek Entities owns or has any right to acquire, directly or indirectly, any shares of the Companys common stock.
Pursuant to the Shareholder Agreements, FCB may be deemed to have shared power to vote (i) 81,998 shares with Mark N. Baker, (ii) 111,917 shares with Gary W. Deems, (iii) 29,375 shares with Alan L. Douglas, (iv) 175,383 shares with G. Bruce Dunn, (v) 25,372 shares with Robert H.S. Kirkpatrick, (vi) 1,434 shares with Philip D. Oberhansley, (vii) 63,965 shares with Thomas A. Page, (viii) 86,460 shares with Michael J. Perdue, (ix) 48,623 shares with Corey A. Seale, (x) 234,036 shares with Thomas E. Swanson, (xi) 11,110 shares with M. Faye Wilson, (xii) 112,440 shares with Gary M. Youmans. FCB, however, (i) is not entitled to any rights as a stockholder of the Company as to the Shares and (ii) disclaims any beneficial ownership of the Shares.
For information required by Item 2 relating to the Shareholders, Exhibit D, which is attached hereto and incorporated herein by reference, sets forth the following information: (i) name, (ii) business address, (iii) citizenship and (iv) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. While FCB has no reason to believe that such information was not reliable as of its date, FCB only accepts responsibility for accurately reproducing such information and accepts no further or other responsibility for such information. In addition, FCB makes no representation or warranty with respect to the accuracy or completeness of such information or any representation or warranty, and the filing of this Statement shall not create any implication under any circumstances, that there have been no events, or that there is no other information, including events or information not yet publicly disclosed by any of the Shareholders, which may affect the accuracy or completeness of such information. |
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(b) Except with respect to the transactions contemplated by the Shareholder Agreements, the Merger Agreement and as set forth in this Statement, neither FCB nor, to the knowledge of FCB, any of the persons listed on Exhibit A, Ruh or any of the Castle Creek Entities has effected any transaction in the Companys common stock during the past 60 days. The descriptions of the transactions contemplated by the Shareholder Agreements and the Merger Agreement are qualified in their entirety by reference to the respective agreements, copies of which are filed or incorporated by reference hereto as Exhibits B and C, respectively. Exhibits B and C are specifically incorporated herein by reference in answer to this Item 5.
(c) Except as set forth in this Item 5, no other person is known by FCB to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Companys common stock that may be deemed to be beneficially owned by FCB.
(d) Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
See Item 4. Purpose of Transaction for descriptions of the Shareholder Agreements and the Merger Agreement, which are qualified in their entirety by reference to the respective agreements, copies of which are filed or incorporated by reference hereto as Exhibits B and C, respectively. Exhibits B and C are specifically incorporated herein by reference in answer to this Item 6. |
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Item 7. |
Material to Be Filed as Exhibits |
Exhibit A: Directors and Executive Officers of FCB.
Exhibit B: Form of Shareholder Agreement, dated as of May 15, 2006, between FCB and the Shareholders.
Exhibit C: Agreement and Plan of Merger, dated as of May 15, 2006, by and between FCB and the Company (Exhibit 2.1 to the Companys Form 8-K filed on May 19, 2006 and incorporated herein by this reference).
Exhibit D: Certain Information Regarding the Shareholders. |
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SIGNATURE
After reasonable 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.
Dated as of May 25, 2006
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FIRST COMMUNITY BANCORP |
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By: |
/s/ Jared M. Wolff |
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Name: |
Jared M. Wolff |
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Title: |
Executive Vice President, |
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EXHIBIT INDEX
Exhibit A:
Directors and Executive Officers of FCB.
Exhibit B:
Form of Shareholder Agreement, dated as of May 15, 2006, between FCB and the
Shareholders.
Exhibit C:
Agreement and Plan of Merger, dated as of May 15, 2006, by and between FCB and
the Company (Exhibit 2.1 to the Companys Form 8-K filed on May 19, 2006 and
incorporated herein by this reference).
Exhibit D:
Certain Information Regarding the Shareholders.
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EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF FCB
The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of FCB. Unless otherwise indicated, the business address of each such person is First Community Bancorp, 6110 El Tordo, P.O. Box 2388, Rancho Santa Fe, California 92067. All of the natural persons listed below are citizens of the United States.
DIRECTORS OF FIRST |
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PRESENT PRINCIPAL OCCUPATION OR |
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John M. Eggemeyer |
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Chairman of the Board of FCB; Chief Executive Officer of Castle Creek Capital LLC and Castle Creek Financial LLC |
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Matthew P. Wagner |
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President and Chief Executive Officer of FCB |
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Stephen M. Dunn |
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Real estate development, brokerage and consulting and property management; President, Romar Company |
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Barry C. Fitzpatrick |
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Attorney; Partner, Newnham, Fitzpatrick, Weston & Brennan, LLP |
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George E. Langley |
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Retired; Former President and Chief Executive Officer of Foothill Independent Bancorp |
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Susan E. Lester |
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Private investor |
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Timothy B. Matz |
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Attorney; Partner, Elias, Matz, Tiernan & Herrick |
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Arnold W. Messer |
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President and Chief Operating Officer of Phoenix Pictures |
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Daniel B. Platt |
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President of Del Mar Financial |
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Robert A. Stine |
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President and Chief Executive Officer of Tejon Ranch |
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David S. Williams |
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Chairman of Williams Mechanical, Inc. |
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EXECUTIVE OFFICERS OF |
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PRESENT PRINCIPAL OCCUPATION OR |
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Matthew P. Wagner |
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President and Chief Executive Officer of FCB |
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Christopher D. Blake |
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President of the Eastern Region Pacific Western National Bank |
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Robert M. Borgman |
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President and Chief Executive Officer First National Bank |
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Casey J. Cecala III |
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President of the Inland Empire Region Pacific Western |
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Mark A. Christian |
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Executive Vice President and Manager of Operations and Systems of FCB |
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Robert G. Dyck |
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Executive Vice President and Chief Credit Officer of FCB |
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William A. Hanna |
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President of the LA Region Pacific Western National Bank |
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Lynn M. Hopkins |
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Executive Vice President of FCB; Chief Financial Officer Pacific Western National Bank and First National Bank |
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William T. Powers |
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President of the Desert Region Pacific Western National Bank |
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Victor R. Santoro |
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Executive Vice President and Chief Financial Officer of FCB |
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Michael L. Thompson |
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Executive Vice President Human Resources of FCB |
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Jared M. Wolff |
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Executive Vice President, General Counsel and Secretary of FCB |
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EXHIBIT B
SHAREHOLDER AGREEMENT
This SHAREHOLDER AGREEMENT (this Shareholder Agreement) is made and entered into as of May 15, 2006 by and between First Community Bancorp, a California corporation (Acquiror), and the signatory hereto (the Shareholder). Capitalized terms used and not defined herein have the same meaning as in the Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement), by and between Acquiror and Community Bancorp Inc., a Delaware corporation (the Company).
WHEREAS, pursuant to the Merger Agreement, the Company will be merged with and into Acquiror (the Merger), with the result that Acquiror shall be the surviving corporation in the Merger, and the Company Bank will be merged with and into one of the bank subsidiaries of Acquiror, and each share of Company Common Stock will be converted into shares of Acquiror Common Stock in accordance with the terms thereof; and
WHEREAS, as a condition to entering into the Merger Agreement, Acquiror has required that the Shareholder, solely in the Shareholders capacity as a holder of Company Common Stock, enter into, and the Shareholder has agreed to enter into, this Shareholder Agreement.
NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
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If to Acquiror, to:
First Community Bancorp
120 Wilshire Boulevard
Santa Monica, California 90401
Telephone: (310) 458-1531
Facsimile: (310) 451-4555
Attention: Jared Wolff, General Counsel
with a copy to:
Sullivan & Cromwell LLP
1888 Century Park East, 21st Floor
Los Angeles, CA 90067
Telephone: (310) 716-6600
Facsimile: (310) 712-8800
Attention: Patrick S. Brown
If to the Shareholder, to the address noted on the signature page hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Shareholder Agreement as of the date first above written.
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FIRST COMMUNITY BANCORP |
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By: |
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Name: |
Matthew P. Wagner |
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Title: |
President and Chief Executive |
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Officer |
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SHAREHOLDER: |
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Name: |
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Number of Shares: |
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Number of Stock Options: |
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Address for Notices: |
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SHAREHOLDERS SPOUSE: |
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Name: |
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EXHIBIT D
CERTAIN INFORMATION REGARDING THE SHAREHOLDERS
The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted of each of the Shareholders with whom FCB shares voting power over the Shares pursuant to the Shareholder Agreements. Unless otherwise indicated, the business address of each Shareholder is c/o Community Bancorp Inc., 900 Canterbury Place, Suite 300, Escondido, CA 92025. All of the natural persons listed below are citizens of the United States.
SHAREHOLDER |
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PRESENT PRINCIPAL OCCUPATION OR |
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Mark N. Baker |
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Director, Vice Chairman of the Board |
Gary W. Deems |
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Chairman of the Board |
Alan L. Douglas |
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Director |
G. Bruce Dunn |
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Director |
Robert H.S. Kirkpatrick |
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Director |
Philip D. Oberhansley |
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Director |
Thomas A. Page |
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Director |
Michael J. Perdue |
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President, Chief Executive Officer and Director |
Corey A. Seale |
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Director |
Thomas E. Swanson |
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Director |
M. Faye Wilson |
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Director |
Gary M. Youmans |
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Executive Vice President / Director |
To the best of FCBs knowledge, none of the Shareholders has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
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