UNITED STATES
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO-I/A-4
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 is Amendment No. 4 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. The Company 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, Supplement No.2 to the Offer to Purchase dated April 29, 2004 and
in the related Letter of Transmittal, which, as amended or supplemented from
time to time, together constitute the "Offer." This Amendment No. 4 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.
On May 12, 2004, the Company extended the expiration date of the Offer from 2:00
p.m. (EST) on May 14, 2004 to the new expiration date of 2:00 p.m. (EST) on May
21, 2004. The Company is extending the Offer because there was a distribution
problem that delayed the mailing of the Offer documents to some shareholders.
The problem was corrected; however, the Company is extending the Offer to allow
all shareholders ample time to consider whether they wish to participate in the
Offer and to tender their shares. A copy of the press release has been filed as
Exhibit (a)(5)(iii) to this Schedule TO/A-4.
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. (4)
(a)(5)(iii) Press Release dated May 12, 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-2 filed on April 29, 2004.
(4) Incorporated by reference from Schedule TO-I/A-3 filed on May 5, 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 12, 2004 SONOMA VALLEY BANCORP
By: /s/ Mel Switzer, Jr.
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Mel Switzer, Jr.,
President and Chief Executive Officer
(Principal Executive Officer)