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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 1998
MID-STATE BANCSHARES
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(Name of Small Business Issuer in its Charter)
CALIFORNIA 333-16951 77-0442667
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(State or Other Jurisdiction of (File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
1026 GRAND AVE. ARROYO GRANDE, CA 93420
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (805) 473-7700
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(Former Name or Former Address, if changed since last report)
Page 1 of 4 Pages
Exhibit Index Page 4
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On January 29, 1998, Mid-State Bank ("Acquiror") entered into an
Agreement to Merge and Plan of Reorganization (the "Agreement") with BSM Bancorp
("Company") and its wholly owned subsidiary Bank of Santa Maria, Santa Maria,
California ("Bank") pursuant to which, among other things, (i) Bank would merge
with and into Acquiror, (ii) Company would become the bank holding company for
Acquiror and change its name to Mid-State Bancshares and (iii) the shareholders
of Acquiror would become shareholders of the Company in accordance with the
exchange ratio set forth in the Agreement, all subject to the terms and
conditions specified in the Agreement (the "Merger"). The merger became
effective at close of business on July 10, 1998.
On August 12, 1998, at its regular meeting of the Board of Directors
of Mid-State Bancshares, pursuant to the Agreement, the Board voted unanimously
to appoint Arthur Andersen, LLP, as its independent public accountants,
replacing Vavrinek, Trine, Day and Company. Arthur Andersen, LLP, had been the
independent public accountants for Mid-State Bank prior to the merger. During
the past two years' financial reporting periods for the years ended December 31,
1997 and 1996, Vavrinek, Trine, Day and Company did not file any adverse opinion
nor has it filed any disclaimer of opinion on the financial statements. There
was no qualification or modification as to uncertainty, audit scope or
accounting principles. Additionally, during the two most recent fiscal years
and the subsequent interim periods preceding this change of accountants, there
have been no disagreements with Vavrinek, Trine, Day and Company on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. The change of accountants is related solely to the
merger of the two organizations.
Page 2 of 4 Pages
Exhibit Index Page 4
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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 hereunto duly authorized.
Date: August 25, 1998 MID-STATE BANCSHARES
By: /s/ JAMES G. STATHOS
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James G. Stathos
Executive Vice President
Chief Financial Officer
By: /S/ CARROL R. PRUETT
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Carrol R. Pruett
President and Chief Executive Officer
Page 3 of 4 Pages
Exhibit Index Page 4
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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<S> <C> <C>
16 Letter from Vavrinek, Trine, Day & Co., LLP to the 5
Securities and Exchange Commission, dated August 25,
1998, agreeing to the change in certifying
accountant
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Page 4 of 4 Pages
Exhibit Index Page
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EXHIBIT 16
[VAVRINEK, TRINE, DAY & CO., LLP LETTERHEAD]
August 25, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in the second paragraph of Item 4 of
the Form 8-K/A of Mid-State Bancshares dated August 19, 1998.
/s/ VAVRINEK, TRINE, DAY & CO., LLP
