<PAGE 1>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1995
Commission File No. 33-12756-B
COMMUNITY BANCORP, INC.
A Massachusetts Corporation
IRS Employer Identification No. 04-2841993
17 Pope Street, Hudson, Massachusetts 01749
Telephone - (508) 568-8321
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Common Stock
$2.50 par value
3,140,420 shares outstanding
as of August 2, 1995
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COMMUNITY BANCORP, INC.
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5-6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-13
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
EXHIBITS Proxy Statement dated March 24, 1995 16-21
Financial Data Schedule (EX-27, Article 9) 22
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<TABLE>
PART I - FINANCIAL INFORMATION
COMMUNITY BANCORP, INC.
Item 1. CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30,
1995 December 31,
(Unaudited) 1994
---------- ----------
<S> <C> <C>
ASSETS
Cash and due from banks $ 12,690,741 $ 11,600,385
Federal funds sold 700,000 6,100,000
Securities available for sale, at market 23,702,810 26,069,495
Securities held to maturity (market value
$45,216,255 at 6/30/95 and $43,296,728
at 12/31/94) 45,772,220 46,495,293
Mortgage loans held for sale 510,713 559,304
Loans 128,852,565 122,479,051
Less allowance for possible loan losses 3,794,299 3,703,470
----------- -----------
Total net loans 125,058,266 118,775,581
Premises and equipment, net 5,151,999 5,205,076
Other assets, net 4,178,303 5,045,633
----------- -----------
Total assets $217,765,052 $219,850,767
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits
Noninterest bearing $ 37,323,709 $ 42,074,618
Interest bearing 150,239,813 144,788,368
----------- -----------
Total deposits 187,563,522 186,862,986
Federal funds purchased and securities
sold under repurchase agreements 10,919,511 14,940,801
Other liabilities 1,173,837 1,302,530
----------- -----------
Total liabilities 199,656,870 203,106,317
Commitments
Stockholders' equity:
Preferred stock, $2.50 par value, 100,000
shares authorized, none issued or outstanding
Common stock, $2.50 par value, 4,000,000
shares authorized, 3,199,218 shares issued,
3,140,722 shares outstanding, (3,140,754
shares outstanding at December 31, 1994) 7,998,045 7,998,045
Surplus 263,442 263,538
Undivided profits 10,438,796 9,556,768
Treasury stock, 58,496 shares, (58,464
shares at December 31, 1994) (263,232) (263,088)
Unrealized losses on securities available
for sale, net (328,869) (810,813)
----------- -----------
Total stockholders' equity 18,108,182 16,744,450
----------- -----------
Total liabilities and
stockholders' equity $217,765,052 $219,850,767
=========== ===========
<FN>
See accompanying notes.
</TABLE>
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<TABLE>
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $3,075,590 $2,523,349 $6,027,822 $5,019,576
Interest and div. on securities:
Taxable interest 998,718 900,382 2,010,584 1,833,408
Nontaxable interest 24,771 12,272 48,136 25,394
Dividends 5,495 16,312 25,847 30,917
Interest on federal funds sold 31,159 9,226 33,509 23,476
--------- --------- --------- ---------
Total interest income 4,135,733 3,461,541 8,145,898 6,932,771
--------- --------- --------- ---------
Interest expense:
Deposits 1,380,992 946,593 2,662,398 1,861,104
Short term borrowings 143,471 106,407 291,996 199,435
--------- --------- --------- ---------
Total interest expense 1,524,463 1,053,000 2,954,394 2,060,539
--------- --------- --------- ---------
Net interest income 2,611,270 2,408,541 5,191,504 4,872,232
Provision for loan losses 30,000 75,000 60,000 150,000
--------- --------- --------- ---------
Net interest income after
provision for loan losses 2,581,270 2,333,541 5,131,504 4,722,232
--------- --------- --------- ---------
Noninterest income:
Merchant credit card assessments 159,037 133,695 329,730 286,750
Service charges 172,334 174,100 349,560 330,559
Other charges, commissions, fees 183,796 163,985 348,832 335,383
Gains (losses) on sales of
loans, net (37,882) 39,820 (50,608) 51,974
Gains (losses) on sales of
securities, net (6,999) (30,922)
Other 19,995 27,512 41,761 68,956
--------- --------- --------- ---------
Total noninterest income 497,280 532,113 1,019,275 1,042,700
--------- --------- --------- ---------
Noninterest expense:
Salaries and benefits 1,125,754 1,043,332 2,132,751 2,072,962
Data processing 110,213 104,403 223,856 208,155
Occupancy, net 156,264 149,916 303,917 305,221
Furniture and equipment 77,626 66,740 160,497 134,478
Credit card processing 139,317 118,899 273,567 213,546
FDIC insurance premiums 101,970 100,549 203,939 201,098
Other 394,715 471,616 791,818 860,756
--------- --------- --------- ---------
Total noninterest expense 2,105,859 2,055,455 4,090,345 3,996,216
--------- --------- --------- ---------
Income before income taxes 972,691 810,199 2,060,434 1,768,716
Income taxes 435,079 309,735 817,220 691,876
--------- --------- --------- ---------
Net income $ 537,612 $ 500,464 $1,243,214 $1,076,840
========= ========= ========= =========
Earnings per share $ .171 $ .161 $ .396 $ .342
Dividends per share $ .058 $ .053 $ .115 $ .103
Weighted average number of shares 3,140,748 3,105,183 3,140,751 3,151,941
<FN>
See accompanying notes.
</TABLE>
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<TABLE>
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Six months ended
June 30,
--------------------------
1995 1994
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Interest received $ 8,170,602 $ 6,885,312
Fees and commissions received 1,034,735 947,145
Proceeds from secondary market
mortgage sales 2,230,942 27,994,671
Origination of mortgage loans for
secondary market sales (1,929,041) (14,721,474)
Interest paid (2,979,467) (2,084,312)
Cash paid to suppliers & employees (3,499,723) (3,469,974)
Income taxes paid (741,709) (543,678)
---------- ----------
Net cash provided by operating activities 2,286,339 15,007,690
---------- ----------
Cash flows from investing activities:
Purchases of securities held to maturity (417,000) (14,824,710)
Proceeds from maturities of securities
held to maturity 1,140,071 2,076,000
Net change in securities available for sale 3,172,003 8,647,193
Net change in federal funds sold 5,400,000 3,900,000
Net change in loans and other real estate
owned (6,639,467) (2,304,357)
Proceeds from sale of other real estate
owned 97,700 305,670
Acquisition of property, plant and equipment (274,231) (603,925)
---------- ----------
Net cash provided by (used in)
investing activities 2,479,076 (10,604,129)
---------- ----------
Cash flows from financing activities:
Net change in deposits 700,536 (8,404,873)
Net change in federal funds purchased (10,900,000) 5,800,000
Net change in repurchase agreements 6,878,710 (2,789,122)
Purchase of treasury stock (240) (992,826)
Sale of treasury stock 610,286
Dividends paid (354,065) (159,271)
---------- ----------
Net cash used in financing activities (3,675,059) (5,935,806)
---------- ----------
Net increase (decrease) in cash and
due from banks 1,090,356 (1,532,245)
---------- ---------
Cash and due from banks at beginning
of period 11,600,385 12,402,450
---------- ----------
Cash and due from banks at end of period $12,690,741 $10,870,205
========== ==========
<FN>
See accompanying notes.
</TABLE>
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<TABLE>
COMMUNITY BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Reconciliation of Net Income to Net Cash Provided by Operating Activities
(Unaudited)
<CAPTION>
Six months ended
June 30,
-------------------------
1995 1994
---------- ----------
<S> <C> <C>
Net income $ 1,243,214 $ 1,076,840
Adjustments to reconcile net income
to net cash provided by operating
activities:
Decrease in mortgage loans held for sale 125,891 13,110,002
Premium on sale of mortgages 176,010 163,195
Depreciation and amortization 366,956 589,827
Provision for loan losses 60,000 150,000
Increase (decrease) in other liabilities 223,674 (243,810)
Increase in taxes payable 75,511 148,198
(Decrease) in interest payable (25,073) (23,773)
Decrease in other assets 15,457 84,669
Decrease (increase) in interest receivable 24,699 (47,458)
---------- ----------
Total adjustments 1,043,125 13,930,850
---------- ----------
Net cash provided by operating activities $ 2,286,339 $15,007,690
========== ==========
<FN>
See accompanying notes.
</TABLE>
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COMMUNITY BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(Unaudited)
________________________________________________________________________
1. BASIS OF PRESENTATION
The interim consolidated financial statements contained herein are
unaudited but, in the opinion of management, reflect all adjustments
necessary for a fair presentation of results for such periods. All
adjustments are of a normal recurring nature. The results of
operations for any interim period are not necessarily indicative of
results for the full year. These consolidated financial statements
should be read in conjunction with the consolidated financial
statements and notes thereto contained in the Company's Annual
Report to shareholders and Form 10-K for the year ended December 31,
1994.
2. EARNINGS PER SHARE
Earnings per share calculations are based on the weighted average
number of common shares outstanding during the period.
3. FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT NO. 114, "ACCOUNTING
BY CREDITORS FOR IMPAIRMENT OF A LOAN"
Beginning January 1, 1995, the Company adopted Financial Accounting
Standards Board Statement No. 114, "Accounting by Creditors for
Impairment of a Loan" (SFAS No. 114). Under the new standard, the
allowance for possible loan losses related to loans that are
identified as impaired in accordance with SFAS No. 114 is based on
discounted cash flows using the loan's effective interest rate or
the fair value of the collateral for certain collateral dependent
loans. For purposes of this Statement, a loan is considered
impaired when it is probable that a creditor will be unable to
collect all amounts due according to the contractual terms of the
loan agreement. The Financial Accounting Standards Board also
issued SFAS No. 118, which amended SFAS No. 114, by allowing
creditors to use their existing methods of recognizing interest
income on impaired loans. Prior to 1995, the allowance for possible
loan losses related to these loans was based on undiscounted cash
flows or the fair value of the collateral for collateral dependent
loans.
The Company has determined after reviewing its Credit Quality
Monitoring policies and procedures, and an analysis of it loan
portfolio, that loans recognized by the Company as nonaccrual and
restructured are equivalent to "impaired loans" as defined by SFAS
No. 114. The Company has also determined that the reserve for
possible loan losses did not require an additional loan loss
provision as a result of the adoption of this statement on January
1, 1995.
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Total impaired loans at June 30, 1995 with required reserves were
$967,481 and the reserve for possible loan losses allocated to such
loans was $119,134. In addition, the Company had impaired loans of
$227,354 that did not require reserves. As of June 30, 1995, the
Company recognized interest income on impaired loans of $10,757,
which included $0 of interest recognized using the cash basis of
income recognition.
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PART I - FINANCIAL INFORMATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Summary
- -------
The Company recorded net income of $1,243,214 for the six months
ended June 30, 1995, representing an increase of $166,374 or 15.5% over
$1,076,840 for the same period in 1994. Earnings per share of $.396 for
the current period represented an increase of $.054 from $.342 for the
six months ended June 30, 1994.
The Company recorded net income of $537,612 for the three months
ended June 30, 1995, representing an increase of $37,148 or 7.4% over
$500,464 for the corresponding period in 1994. Earnings per share of
$.171 for the current period represented an increase of $.010 from $.161
for the same period in 1994.
The improvement in net income resulted primarily from an increase in
net interest income and a decrease in the provision for possible loan
losses.
Deposits of $187,563,522 at June 30, 1995 increased by $700,536 or
.4% from $186,862,986 at December 31, 1994. This increase occurred
primarily in interest bearing categories, partially offset by a decrease
in noninterest-bearing categories.
Loans of $128,852,565 at June 30, 1995, excluding mortgage loans
held for sale, increased by $6,373,514 or 5.2% from $122,479,051 at
December 31, 1994. This increase occurred in the commercial,
residential real estate and consumer loan portfolios. Noncurrent loans
(nonaccrual loans and loans 90 days or more past due but still accruing)
totalled $1,362,381 and $975,475 at June 30, 1995 and December 31,
1994, respectively. Accruing troubled debt restructurings at June 30,
1995 and December 31, 1994 were $1,136,995 and $1,154,570, respectively.
Other real estate owned of $140,000 at June 30, 1995 represented a
decrease of $288,136 or 67.3% from $428,136 at December 31, 1994.
Assets of $217,765,052 at June 30, 1995 represented a $2,085,715 or
.9% decrease from $219,850,767 at December 31, 1994.
Six Months ended June 30, 1995 as Compared To
Six Months ended June 30, 1994
---------------------------------------------
Net Interest Income
- -------------------
Interest income for the six months ended June 30, 1995 was
$8,145,898, representing an increase of $1,213,127 or 17.5% from
$6,932,771 for the six months ended June 30, 1994, primarily due to
higher loan balances in 1995. Interest expense was $2,954,394,
representing an increase of $893,855 or 43.4% from $2,060,539 for the
six months ended June 30, 1994, primarily due to higher interest bearing
deposit balances in 1995. Net interest income for the six months ended
June 30, 1995 was $5,191,504, representing an increase of $319,272 or
6.6% from $4,872,232 for the six months ended June 30, 1994.
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Noninterest Income and Expense
- ------------------------------
Noninterest income for the six months ended June 30, 1995 was
$1,019,275, representing a decrease of $23,425 or 2.2% from $1,042,700
for the six months ended June 30, 1994. This small decrease was
primarily the result of losses on sales of residential real estate loans
sold in the secondary mortgage market, resulting from the refinancing of
a number of mortgages originated in prior periods and the associated
write-down of unamortized excess servicing fee income on those loans.
Noninterest expense for the six months ended June 30, 1995 of
$4,090,345 was up $94,129 or 2.4% from $3,996,216 for the same period in
1994. This increase was primarily the result of increases in salaries
and employee benefits, data processing, furniture and equipment,
occupancy and credit card processing.
Provision for Loan Losses
- -------------------------
The provision for loan losses for the six months ended June 30, 1995
was $60,000, representing a $90,000 or 60.0% decrease from $150,000 for
the same period in 1994. This decrease was the result of management's
continuing evaluation of the adequacy of the allowance for loan losses
and its belief that the allowance is adequate.
Income Taxes
- ------------
Income tax expense of $817,220 for the six months ended June 30,
1995 compared to $691,876 for the same period in 1994, the result of an
increase in taxable income during the current period.
Net Income
- ----------
Net income of $1,243,214 for the first six months of 1995
represented an increase of $166,374 or 15.5% from $1,076,840 recorded
for the first six months of 1994. The foregoing discussion summarized
the primary components of this increase in earnings.
Three Months ended June 30, 1995 as Compared To
Three Months ended June 30, 1994
-----------------------------------------------
Net Interest Income
- -------------------
Interest income for the three months ended June 30, 1995 was
$4,135,733, representing an increase of $674,192 or 19.5% from
$3,461,541 for the three months ended June 30, 1994. The increase was
primarily due to higher loan balances in 1995. Interest expense was
$1,524,463, representing an increase of $471,463 or 44.8% from
$1,053,000 for the three months ended June 30, 1994, primarily due to
higher interest bearing deposit balances in 1995. Net interest income
for the three months ended June 30, 1995 was $2,611,270, representing
an increase of $202,729 or 8.4% from $2,408,541 for the same period in
1994.
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Noninterest Income and Expense
- ------------------------------
Noninterest income for the three months ended June 30, 1995 was
$497,280, representing a decrease of $34,833 or 6.5% from $532,113 for
the three months ended June 30, 1995. This decrease was primarily the
result of losses on sales of residential real estate loans sold in the
secondary mortgage market, resulting from the refinancing of a number of
mortgages originated in prior periods and the associated write-down of
unamortized excess servicing fee income on those loans.
Noninterest expense for the three months ended June 30, 1995 of
$2,105,859 was up $50,404 or 2.5% from $2,055,455 for the three months
ended June 30, 1994. This increase was primarily the result of
increases in salaries and employee benefits, data processing, furniture
and equipment, occupancy and credit card processing.
Provision for Loan Losses
- -------------------------
The provision for loan losses for the three months ended June 30,
1995 was $30,000, representing a $45,000 or 60.0% decrease from $75,000
for the three months ended June 30, 1994. This decrease was the result
of management's continuing evaluation of the adequacy of the allowance
for loan losses and its belief that the allowance is adequate.
Income Taxes
- ------------
Income tax expense of $435,079 for the three months ended June 30,
1995 compared to $309,735 for the three months ended June 30, 1994, the
result of an increase in taxable income during the current period.
Net Income
- ----------
Net income of $537,612 for the three months ended June 30, 1995
represented an increase of $37,148 or 7.4% over $500,464 for the three
months ended June 30, 1994. Earnings per share of $.171 for the current
period represented an increase of $.012 from $.159 for the three months
ended June 30, 1994.
Allowance for Possible Loan Losses
- ----------------------------------
The allowance for possible loan losses is maintained at a level
believed by management to be adequate to absorb potential losses in the
loan portfolio. Management's methodology in determining the adequacy of
the allowance considers specific credit reviews, past loan loss
experience, current economic conditions and trends and the volume,
growth and composition of the loan portfolio. Each loan on the
Company's internal Watch List is evaluated periodically to estimate
potential loss. When estimated losses can be determined for Watch List
loans, specific amounts are set aside as allocated reserves. For the
remainder of the portfolio, unallocated reserve amounts are determined
based on judgements regarding the type of loan, economic conditions and
trends, potential exposure to loss and other factors. The allowance for
possible loan losses is charged when management determines that the
repayment of the principal on a loan is in doubt. Subsequent
recoveries, if any, are credited to the allowance. At June 30, 1995,
the balance in the allowance was $3,794,299, representing 2.9% of total
loans (excluding mortgage loans held for sale), compared to $3,703,470
or 3.0% of total loans at December 31, 1994.
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Securities
- ----------
The Company's securities portfolio consists of obligations of the
U.S. Treasury, U.S. government sponsored agencies, mortgage backed
securities and obligations of municipalities in the Company's market
area. Those assets are used in part to secure public deposits and as
collateral for repurchase agreements.
Total securities were $69,475,030 at June 30, 1995 compared to
$72,564,788 at December 31, 1994. This decrease was primarily the
result of the maturity of securities during the period. At June 30,
1995, $23,702,810 in securities were classified as "available for sale".
There were no sales of securities during the six months ended June 30,
1995.
Liquidity and Capital Resources
- -------------------------------
The Bank's principal sources of liquidity are customer deposits,
amortization and pay-offs of loan principal and maturities of investment
securities. These sources provide funds for loan originations, the
purchase of investment securities and other activities.
Deposits are considered a relatively stable source of funds. At
June 30, 1995, 1994 and 1993, deposits were $187.6, $177.1 and $175.5
million, respectively. Management anticipates that deposits will remain
relatively stable or grow moderately during the remainder of 1995.
Of the Company's $69.5 million in investment securities at June 30,
1995, $16.1 million or 23.2% mature within one year. As a nationally
chartered member of the Federal Reserve System, the Bank has the ability
to borrow funds from the Federal Reserve Bank of Boston by pledging
certain of its investment securities as collateral. Also, the Bank is a
member of the Federal Home Loan Bank which provides additional borrowing
opportunities.
Bank regulatory authorities have established a capital measurement
tool called "Tier 1" leverage capital. A 3.00% ratio of Tier 1 capital
to assets now constitutes the minimum capital standard for banking
organizations. At June 30, 1995, the Company's Tier 1 leverage capital
ratio was 8.41%. In addition, regulatory authorities have also
implemented risk-based capital guidelines requiring a minimum ratio of
Tier 1 capital to risk weighted assets of 4.00% and a minimum ratio of
total capital to risk-weighted assets of 8.00. At June 30, 1995 the
Company's Tier 1 and total risk-based capital ratios were 13.63% and
14.90%, respectively. Both the Company and the Bank are categorized as
"well capitalized" under the Federal Deposit Insurance Corporation
Improvement Act of 1991 (F.D.I.C.I.A.).
Asset/Liability Management
- --------------------------
The Company has an asset/liability management committee which
oversees all asset/liability activities of the Company. The committee
establishes general guidelines each year and meets regularly to review
the Company's operating results and to make strategic changes when
necessary.
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<PAGE 13>
It is the Company's general policy to reasonably match the rate
sensitivity of its assets and liabilities. A common benchmark of this
sensitivity is the one year gap position, which is a reflection of the
difference between the speed and magnitude of rate changes of interest
rate sensitive liabilities as compared with the Bank's ability to adjust
the rates of it's interest rate sensitive assets in response to such
changes. The Company's positive cumulative one year gap position at
June 30, 1995, representing the excess of repricing assets versus
repricing liabilities within a one year time frame, was .5% of total
assets.
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PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual Meeting of Shareholders was held on April 11, 1995. At
that meeting, two (2) matters were put before the shareholders for vote.
Proxies for the meeting were solicited, and a copy of the Proxy
Statement dated March 24, 1995 is incorporated herein by reference and
attached hereto as an exhibit. Such Proxy Statement provides a
description of the matters put before the shareholders for vote and
provides other information required under this Item 4.
The results of the voting were as follows:
1. To fix the number of Directors who shall constitute the full Board
of Directors at ten.
Votes for: 2,178,805
Votes against: 1,800
2. To elect as Directors the three individuals listed as nominees in
the Proxy Statement, who, together with the seven Directors whose
terms of office did not expire at this meeting, constitute the full
Board of Directors.
Director Votes For Votes Against
Horst Huehmer 2,179,605 0
Lloyd L. Parker 2,179,605 0
Mark Poplin 2,179,605 0
Item 5. OTHER INFORMATION
At its June 20, 1995 meeting, the Board of Directors elected Donald
R. Hughes, Jr. and David W. Webster Directors of the Company and of
Hudson National Bank.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(28) Community Bancorp, Inc. Proxy Statement dated March 24,
1995.
(b) The Company did not file a Form 8-K during the quarter ended June
30, 1995.
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<PAGE 15>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMUNITY BANCORP, INC.
-----------------------
Date: August 2, 1995 By: /s/ James A. Langway
----------------------------
James A. Langway
President & Chief Executive Officer
Principal Executive Officer
Date: August 2, 1995 By: /s/ Donald R. Hughes, Jr.
----------------------------
Donald R. Hughes, Jr.
Treasurer and Clerk
Principal Financial Officer and
Principal Accounting Officer
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COMMUNITY BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 11, 1995
The following information is furnished in connection with the
solicitation of proxies by the management of Community Bancorp, Inc.
("Corporation"), whose principal executive office is located at 17 Pope
Street, Hudson, Massachusetts, (Telephone: 508-568-8321), for use at
the Annual Meeting of Shareholders of the Corporation to be held on
Tuesday, April 11, 1995.
As of March 1, 1995, 3,140,754 shares of common stock of the Corporation
were outstanding and entitled to be voted.
The record date and hour for determining shareholders entitled to vote
has been fixed at 5 o'clock p.m., March 1, 1995. Only shareholders of
record at such time will be entitled to notice of, and to vote at, the
meeting. Shareholders are urged to sign the enclosed form of proxy
solicited on behalf of the management of the Corporation and return it
at once in the envelope enclosed for that purpose. The proxy does not
affect the right to vote in person at the meeting and may be revoked
prior to its exercise. Proxies will be voted in accordance with the
shareholder's directions.
If no directions are given, proxies will be voted to fix the number of
Directors of the Corporation at ten; and to elect Horst Huehmer, Lloyd
L. Parker and Mark Poplin to the Board of Directors of the Corporation
to serve until the Annual Meeting of Shareholders in 1998 and until
their successors are duly elected and qualified.
The financial statements of the Corporation for 1994 have been mailed to
the shareholders with the mailing of this Notice and Proxy Statement.
The cost of the solicitation of proxies is being paid by the
Corporation. The Proxy Statement will be mailed to shareholders of the
Corporation on or about March 24, 1995.
-16-
<PAGE>
<PAGE 17>
DETERMINATION OF NUMBER OF DIRECTORS
AND ELECTION OF DIRECTORS
------------------------------------
The persons named as proxies intend to vote to fix the number of
Directors for the ensuing year at ten and vote for the election of
the persons named below as Nominees for Election at This Meeting as
Directors, each to hold office until the annual meeting held in the
year indicated in the column designated "Term of Office." If any
nominee should not be available for election at the time of the
meeting, the persons named as proxies may vote for another person in
their discretion or may vote to fix the number of Directors at less
than ten. The management does not anticipate that any nominee will
become unavailable.
The By-Laws of the Corporation provide in substance that the
Board of Directors shall be divided into three classes as nearly
equal in number as possible, and that the term of office of one class
shall expire and a successor class be elected at each annual meeting
of the shareholders.
The present number of Directors is ten. It is proposed by the
Board that at the meeting the number of Directors who shall
constitute the full Board of Directors until the next annual meeting
be fixed at ten and that the three nominees listed below be elected
to serve until the date indicated opposite their names. All of the
nominees are currently Directors.
Opposite the name of each nominee and each continuing Director
in the following table is shown: (1) the number of shares of stock
of the Corporation owned beneficially by each such person; (2) for
those persons serving as Directors of the Corporation, the date on
which such person's term of office as Director began; (3) the term of
office for which such person will serve; and (4) such person's
current principal occupation or employment.
-17-
<PAGE>
<PAGE 18>
Nominees For Election at This Meeting
-------------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1995 (1) Since Office Occupation
- ---- ------------ ----------- ------ ----------
Horst Huehmer 22,632 1980 1998 Director of
Corporation
and Hudson
National Bank;
Manager,
Hudson Light &
Power
Department.
Lloyd L. 32,904 1962 1998 Director of
Parker (2) Corporation
and Hudson
National Bank;
President
Emeritus,
Larkin Lumber
Co.
Mark Poplin 162,174 1967 1998 Director of
Corporation
and Hudson
National Bank;
President and
Treasurer,
Poplin Supply
Co.;
Secretary,
Poplin
Furniture Co.
-18-
<PAGE>
<PAGE 19>
Directors Continuing in Office
------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1995 (1) Since Office Occupation
- ---- ------------ ----------- ------ ----------
Alfred A. Cardoza 22,486 1971 1997 Director of
Corporation
and Hudson
National Bank;
Retired.
Argeo R. Cellucci 6,728 1968 1997 Director of
Corporation
and Hudson
National Bank;
President,
Cellucci
Hudson Corp.
Antonio Frias 101,938 1985 1997 Director of
Corporation
and Hudson
National Bank;
President and
Treasurer, S &
F Concrete
Contractors.
I. George Gould (3) 119,865 1962 1996 Director of
Corporation
and Hudson
National Bank;
Chairman,
Gould's, Inc.
James A. 135,426 1976 1996 Director of
Langway (3) Corporation
and Hudson
National Bank;
President and
CEO of the
Corporation;
President &
CEO of Hudson
National Bank.
-19-
<PAGE>
<PAGE 20>
Directors Continuing in Office (cont.)
--------------------------------------
Has Served
on Board of
Shares of Directors
Stock Owned of the
Beneficially Corporation
as of or Its Term
March 1, Predecessor of Principal
Name 1995 (1) Since Office Occupation
- ---- ------------ ----------- ------ ----------
Dennis F. 442,640 1984 1997 Chairman of
Murphy, Jr. the Board of
Corporation
and Hudson
National Bank;
Director of
Corporation
and Hudson
National Bank;
President and
Treasurer,
D. F. Murphy
Insurance
Agency, Inc.
David L. 22,274 1986 1996 Director of
Parker (2) Corporation
and Hudson
National Bank;
Treasurer,
Larkin Lumber
Co.
-20-
<PAGE>
<PAGE 21>
Notes:
1. Beneficial ownership of stock for the purpose of this
statement includes securities owned by the spouse and
minor children and any relative with the same address.
Certain Directors may disclaim beneficial ownership of
certain of the shares listed beside their names.
2. Messrs. L. Parker and D. Parker are father and son,
respectively.
3. Includes 59,219 shares held by CBI ESOP as to which
Messrs. Gould and Langway are co-trustees.
The affirmative vote of the holders of a majority of the common stock
of the Corporation present or represented and voting at the meeting
is required to fix the number of Directors. The affirmative vote of
a plurality of the votes cast by shareholders is required to elect
Directors.
OTHER MATTERS
-------------
The management knows of no business which will be presented for
consideration at the meeting other than that set forth in this Proxy
Statement. However, if any such business comes before the meeting,
the persons named as proxies will vote thereon according to their
best judgment.
By order of the Board of Directors
/s/ James A. Langway
_____________________
James A. Langway
President
Hudson, Massachusetts
March 24, 1995
-21-
<PAGE>
<PAGE 22>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited June 30, 1995 financial statements of Community Bancorp, Inc.
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 12690741
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 700000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 23702810
<INVESTMENTS-CARRYING> 45772220
<INVESTMENTS-MARKET> 45216255
<LOANS> 128852565
<ALLOWANCE> 3794299
<TOTAL-ASSETS> 217765052
<DEPOSITS> 187563522
<SHORT-TERM> 10919511
<LIABILITIES-OTHER> 1173837
<LONG-TERM> 0
<COMMON> 7998045
0
0
<OTHER-SE> 10110137
<TOTAL-LIABILITIES-AND-EQUITY> 217765052
<INTEREST-LOAN> 6027822
<INTEREST-INVEST> 2084567
<INTEREST-OTHER> 33509
<INTEREST-TOTAL> 8145898
<INTEREST-DEPOSIT> 2662398
<INTEREST-EXPENSE> 2954394
<INTEREST-INCOME-NET> 5191504
<LOAN-LOSSES> 60000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4090345
<INCOME-PRETAX> 2060434
<INCOME-PRE-EXTRAORDINARY> 2060434
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1243214
<EPS-PRIMARY> .396
<EPS-DILUTED> .396
<YIELD-ACTUAL> 5.30
<LOANS-NON> 1255350
<LOANS-PAST> 107031
<LOANS-TROUBLED> 1136995
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3703470
<CHARGE-OFFS> 71709
<RECOVERIES> 102538
<ALLOWANCE-CLOSE> 3794299
<ALLOWANCE-DOMESTIC> 2293876
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1522271
</TABLE>
