UNITED STATES
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO/A-3
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. 3 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. 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 of the Schedule TO, which incorporates by reference the information
contained in the Offer to Purchase, is hereby amended and supplemented as
follows.
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. (2)
(a)(1)(viii) Supplement Number 2 to the Offer to Purchase dated April
29, 2004. (3)
(a)(5)(i) Press Release dated April 6, 2004. (1)
(a)(5)(ii) Press Release dated May 5, 2004 announcing supplemental
information to the Offer to Purchase.
(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.
(3) Incorporated by reference from Schedule TO-I/A-1 filed on April 29, 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: May 5, 2004 SONOMA VALLEY BANCORP
By: /s/ Mel Switzer, Jr.
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Mel Switzer, Jr.,
President and Chief Executive Officer
(Principal Executive Officer)