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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report ( Date of earliest event reported) July 10, 1998
MID-STATE BANCSHARES (FORMERLY "BSM BANCORP")
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(Exact name of Registrant as specified in its charter)
CALIFORNIA 000-23925 77-0442667
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(State or other jurisdiction (File number) (I.R.S. Employer
of incorporation) Identification No.)
1026 Grand Avenue, Arroyo Grande, CA 93420
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (805) 473-7700
BSM Bancorp, 2739 Santa Maria Way, Santa Maria, CA 93401
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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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Page 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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 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").
In accordance with the terms of the Agreement, as subsequently amended,
the Merger was completed on July 10, 1998. The shareholders of Acquiror
received a tax-free exchange of 1.0123 shares of Company common stock for
each shares of Acquiror common stock. All information required by Item 2 of
Form 8-K relating to the Merger has previously been filed with the Securities
and Exchange Commission.
ITEM 5. OTHER EVENTS
In connection with the Merger, the name of Company was changed from "BSM
Bancorp" to "Mid-State Bancshares."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Mid-State Bank
The Consolidated Financial Statements of Mid-State Bank as of December
31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997 (incorporated by reference from Mid-State
Bank's 10-K Report for the year ended December 31, 1997 attached as
Appendix E to Company's Registration Statement on form S-4 No.
333-48181)
(b) Pro forma financial information:
Company's and Mid-State Bank's Pro Forma Combined Financial Statements
(unaudited) (incorporated by reference from Company's Registration
Statement on form S-4 No. 333-48181)
(c) Exhibits
2 Agreement to Merge and Plan of Reorganization, dated January 29,
1998 and amended on March 27, 1998 (incorporated by reference
from Appendix A to Company's Registration Statement on form S-4
No. 333-48181)
23 Consent of Independent Accountants for Mid-State Bank
(incorporated by reference from Company's Registration Statement
on form S-4 No. 333-48181)
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.
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Dated: July 20, 1998 MID-STATE BANCSHARES
By: /s/ James Stathos
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James Stathos
Executive Vice President
Chief Financial Officer
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Page 4
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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2 Agreement to Merge and Plan of Reorganization,
dated January 29, 1998 and amended on March 27, 1998
(incorporated by reference from Appendix A to Company's
Registration Statement on form S-4 No. 333-48181)
23 Consent of Independent Accountants for Mid-State Bank
(incorporated by reference from Company's Registration
Statement on form S-4 No. 333-48181)
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