UNITED STATES
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO/A-2
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Sonoma Valley Bancorp
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(Name of Subject Company (Issuer))
Sonoma Valley Bancorp
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(Name of Filing Person (Issuer))
Common Stock, No Par Value
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(Title of Class of Securities)
835592 106
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(CUSIP Number of Class of Securities)
Mel Switzer, Jr.
President and Chief Executive Officer
202 W. Napa Street
Sonoma, California 95476
(707) 935-3200
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(Name, address and telephone numbers of persons
authorized to receive notices and communications on
behalf of filing persons)
Copy to:
Daniel B. Eng
David C. Adams
Bartel Eng & Schroder
1331 Garden Highway, Suite 300
Sacramento, California 95833
(916) 442-0400
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee**
$3,500,000 $443.45
* Calculated solely for the purpose of determining the filing fee in accordance
with Rule 0-11(b)(1). This calculation assumes the purchase of 100,000 shares at
$35.00 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 Sonoma Valley Bancorp, Inc.,
a California corporation, (the "Company") to purchase up to 100,000 shares of
its Common Stock, no par value. Sonoma Valley Bancorp is offering to purchase
these shares at $35.00 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 April 6, 2004, 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.
Items 1, 4, 10 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.
ITEM 1. SUMMARY TERM SHEET.
The information called for in Item 1 is incorporated by reference from the
Offer to purchase and the Supplement to the Offer to Purchase attached as
exhibits to this Schedule TO-I/A-2.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information about the terms of the transaction set forth in the
"Summary Term Sheet," "Section 1. Number of Shares; Priority and Proration,"
"Section 2. Purpose of Offer; Certain Effects of the Offer to Purchase,"
"Section 3. Procedure for Tendering Shares," "Section 4. Withdrawal Rights,"
"Section 5. Acceptance for Payment of Shares and Payment of Purchase Price,"
"Section 6. Conditional Tender of Shares," "Section 7. Certain Conditions of the
Offer," "Section 8. Price Range of Shares; Dividends," "Section 9. Certain
Information About Sonoma Valley Bancorp," "Section 10. Source and Amount of
Funds," "Section 11. Interest of Directors and Executive Officers; Transactions
and Arrangements Concerning the Shares," "Section 12. Effects of the Offer on
the Market For Shares," "Section 13. Legal Matters; Regulatory Approvals,"
"Section 14. Certain Federal Income Tax Consequences," "Section 15. Extension of
the Offer; Termination," "Section 16. Solicitation Fees and Expenses" and
"Section 17. Miscellaneous" of the Offer to Purchase and the Supplement to the
Offer to Purchase is incorporated herein by reference. There will be no material
differences in the rights of security holders as a result of this transaction.
The following items were removed from the original Offer to Purchase:
Under "Summary Term Sheet" the question "DO ODD LOT HOLDERS RECEIVE
PREFERENTIAL TREATMENT IN THE TENDER OFFER?" and answer was added to replace the
questions "WHAT IS AN ODD LOT? WHAT IS DIFFERENT ABOUT AN ODD LOT IF IT
REPRESENTS ALL OF THE SHARES I OWN?" and accompanying answers. Section 1 -
Number of Shares, Priority and Proration, subsection entitled "Odd Lots" was
revised to remove the reservation of right to acquire all the shares of holders
left holding fewer than 100 shares after proration. Under Section 3 - Procedure
for Tendering Shares, Subsection titled "Appointment of Proxy" was removed. In
Section 9 - Certain Information About Sonoma Valley Bancorp, Subsection
"Incorporation by Reference," the reference to forward - incorporation by
reference was removed.
(b) The Company has been advised that some of its directors, executive
officers, or affiliates may tender shares pursuant to the Offer to Purchase.
ITEM 10. FINANCIAL STATEMENTS.
(a) and (b) -
The Company is purchasing the shares with cash. The Offer to Purchase is
not subject to any financing condition and the Company is a public reporting
company under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that
files reports electronically on EDGAR. Historical financial statements for the
year ended December 31, 2003 as filed with the Securities and Exchange
Commission on Form 10-K are incorporated herein by reference. Historical
financial statements for the years ended December 31, 2002 and 2001 are not
deemed to be incorporated by this reference. The information set forth under
"Section 9. Certain Information about Sonoma Valley Bancorp," "Section 10.
Source and Amount of Funds" and "Selected Financial Statements" is also
incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase, dated April 6, 2004.(1)
(a)(1)(ii) Letter of Transmittal, together with Guidelines for
Certification of Taxpayer Identification Number on
Substitute Form W-9. (1)
(a)(1)(iii) Letter to Shareholders of Sonoma Valley Bancorp from Mel
Switzer, Jr., President and Chief Executive Officer, dated
April 6, 2004. (1)
(a)(1)(iv) Notice of Guaranteed Delivery. (1)
(a)(1)(v) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated April 6, 2004. (1)
(a)(1)(vi) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees to their Clients,
dated April 6, 2004. (1)
(a)(1)(vii) Supplement Number 1 to the Offer to Purchase, dated April
22, 2004. (1)
(a)(1)(viii) Supplement Number 2 to the Offer to Purchase dated April 29,
2004. (2)
(a)(5) Press Release dated April 6, 2004. (1)
(b) Not applicable
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
(h) Not applicable
(1) Incorporated by reference from Schedule TO-I filed on April 6, 2004.
(2) Incorporated by reference from Schedule TO-I/A-1 filed on April 22, 2004.
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: April 29, 2004 SONOMA VALLEY BANCORP
By: /s/ Mel Switzer, Jr.
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Mel Switzer, Jr.,
President and Chief Executive Officer
(Principal Executive Officer)