<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from____________ to ______________
Commission file number: 333-16951
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Mid-State Bank Profit Sharing and Salary Deferral 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Mid-State Bank
1026 Grand Avenue
Arroyo Grande, California 93420
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
MID-STATE BANK PROFIT SHARING AND
SALARY DEFERRAL 401(k) PLAN
By: /s/James G. Stathos
-------------------------------------
James G. Stathos, Member of Retirement
Committee of the MID-STATE BANK PROFIT
SHARING AND SALARY DEFERRAL 401(k)
PLAN
Dated: June 29, 1999
<PAGE>
MID-STATE BANK
PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits With Fund Information
as of December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Benefits With Fund
Information for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULES
I. Item 27(a)- Schedule of Assets Held for Investment Purposes as of
December 31, 1998
II. Item 27(b) - Schedule of Loans or Fixed Income Obligations as of
December 31, 1998
III. Item 27(d) - Schedule of Reportable Transactions for the Year Ended
December 31, 1998
EXHIBIT
I. Consent of Independent Public Accountants
NOTE: Schedules other than those listed above have been omitted because
they are not applicable or are not required by 29 CFR 2520.103-10 of
the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement Committee of the
MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN:
We have audited the accompanying statements of net assets available for benefits
with fund information of the Mid-State Bank Profit Sharing and Salary Deferral
401(k) Plan (the Plan) as of December 31, 1998 and 1997, and the related
statement of changes in net assets available for benefits with fund information
for the year ended December 31, 1998. These financial statements and the
supplemental schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and supplemental schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits with fund
information of the Plan as of December 31, 1998 and 1997, and the changes in its
net assets available for benefits with fund information for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental schedules I, II and III,
listed in the accompanying Index to Financial Statements, are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits with fund information and the
statement of changes in net assets available for benefits with fund information
is presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Los Angeles, California
May 14, 1999
<PAGE>
MID-STATE BANK
PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
DECEMBER 31, 1998
------------------------------------------------------------------------------------------
Franklin Franklin
Franklin U.S. Balance
Cash Government Franklin Sheet
Reserves Securities Franklin Mutual Equity Investment
Fund Fund Income Fund Shares Fund Income Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $ 6,397,902 $ 1,008,842 $ 6,073,717 $ 4,409,418 $ 5,045,783 $ 5,981,287
Interest and dividends receivable - 5,391 38,597 - 13,121 -
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
as of December 31, 1998 $ 6,397,902 $ 1,014,233 $ 6,112,314 $ 4,409,418 $ 5,058,904 $ 5,981,287
============ ============ ============ ============ ============ ============
<CAPTION>
DECEMBER 31, 1998
----------------------------------------------------------------
Templeton Mid-State Participant
Foreign Fund Bancshares Loan Account Total
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
ASSETS
Investments, at fair value $ 2,082,531 $ 1,483,538 $ 2,268,321 $ 34,751,339
Interest and dividends receivable - - - 57,109
------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS,
as of December 31, 1998 $ 2,082,531 $ 1,483,538 $ 2,268,321 $ 34,808,448
============= ============= ============ =============
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------------------------------------------------------------
Franklin Franklin
Franklin U.S. Balance
Cash Government Franklin Sheet
Reserves Securities Franklin Mutual Equity Investment
Fund Fund Income Fund Shares Fund Income Fund Fund
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value $ 4,687,482 $ 484,487 $ 4,448,317 $ 1,680,308 $ 4,667,496 $ 6,093,325
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
as of December 31, 1997 $ 4,687,482 $ 484,487 $ 4,448,317 $ 1,680,308 $ 4,667,496 $ 6,093,325
============ ============ ============ ============ ============ ============
DECEMBER 31,1997
---------------------------------------------
Templeton Participant
Foreign Fund Loan Account Total
------------- ------------- -------------
<C> <C> <C> <C>
ASSETS
Investments, at fair value $2,799,042 $1,532,285 $26,392,742
------------- ------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS,
as of December 31, 1997 $2,799,042 $1,532,285 $26,392,742
============= ============= =============
</TABLE>
<PAGE>
MID-STATE BANK
PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Franklin Franklin
Franklin U. S. Balance
Cash Government Franklin Sheet
Reserves Securities Franklin Mutual Equity Investment
Fund Fund Income Fund Shares Fund Income Fund Fund
-------------- ------------ ------------- -------------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $ 4,687,482 $ 484,487 $ 4,448,317 $ 1,680,308 $ 4,667,496 $ 6,093,325
ADDITIONS -- Investment income:
Net depreciation in fair value of
investments - (139) (338,592) (357,680) (107,250) (329,934)
Interest and dividends 264,435 41,437 431,589 316,618 417,618 295,235
-------------- ------------ ------------- -------------- --------- ------------
Total investment income 264,435 41,298 92,997 41,062) 310,368 (34,699)
-------------- ------------ ------------- -------------- --------- -----------
Contributions:
Employer 289,853 47,373 194,864 121,585 243,703 289,501
Participant 142,245 31,947 172,004 122,414 219,276 253,686
-------------- ------------ ------------- -------------- --------- -----------
Total contributions 432,098 79,320 366,868 243,999 462,979 543,187
-------------- ------------ ------------- -------------- --------- -----------
Total additions (deductions) 696,533 120,618 459,865 202,937 773,347 508,488
-------------- ------------ ------------- -------------- --------- -----------
DEDUCTIONS --
Benefits paid to participants 879,660 108,095 668,744 315,478 338,748 211,433
-------------- ------------ ------------- -------------- --------- -----------
Total deductions 879,660 108,095 668,744 315,478 338,748 211,433
-------------- ------------ ------------- -------------- --------- -----------
LOAN REPAYMENTS 102,675 25,703 123,799 90,491 167,569 172,664
NET INTERFUND TRANSFERS 732,496 491,520 (565,334) (267,881) (210,760) (581,757)
TRANSFERS IN FROM BSM PLAN 1,058,376 - 2,314,411 3,019,041 - -
-------------- ------------ ------------- -------------- --------- -----------
NET INCREASE (DECREASE) 1,710,420 529,746 1,663,997 2,729,110 391,408 (112,038)
-------------- ------------ ------------- -------------- --------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 6,397,902 $ 1,014,233 $ 6,112,314 $ 4,409,418 $ 5,058,904 $ 5,981,287
============== ============ ============= ============== ========= ============
<CAPTION>
Templeton Mid-State Participant
Foreign Fund Bancshares Loan Account Total
-------------------- -------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year $2,799,042 $ - $1,532,285 $26,392,742
ADDITIONS -- Investment income:
Net depreciation in fair value of
investments (331,161) (158,533) - (1,623,289)
Interest and dividends 210,300 34 147,661 2,124,927
-------------------- -------------------- -------------------- ---------------------
Total investment income (120,861) (158,499) 147,661 501,638
Contributions:
Employer 118,206 44,914 - 1,349,999
Participant 111,889 26,602 - 1,080,063
-------------------- -------------------- -------------------- ---------------------
-------------------- -------------------- -------------------- ---------------------
Total contributions 230,095 71,516 - 2,430,062
-------------------- -------------------- -------------------- ---------------------
Total additions (deductions) 109,234 (86,983) 147,661 2,931,700
-------------------- -------------------- -------------------- ---------------------
DEDUCTIONS --
Benefits paid to participants 130,520 56,710 61,556 2,770,944
-------------------- -------------------- -------------------- ---------------------
Total deductions 130,520 56,710 61,556 2,770,944
-------------------- -------------------- -------------------- ---------------------
LOAN REPAYMENTS 87,271 24,885 (795,057) -
NET INTERFUND TRANSFERS (782,496) 437,943 746,269 -
TRANSFERS IN FROM BSM PLAN - 1,164,403 698,719 8,254,950
-------------------- -------------------- -------------------- ---------------------
NET INCREASE (DECREASE) (716,511) 1,483,538 736,036 8,415,706
-------------------- -------------------- -------------------- ---------------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 2,082,531 $ 1,483,538 $ 2,268,321 $ 34,808,448
==================== ==================== ==================== =====================
</TABLE>
<PAGE>
MID-STATE BANK
PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. DESCRIPTION OF THE PLAN
The following description of the Mid-State Bank Profit Sharing and Salary
Deferral 401(k) Plan (the Plan) provides only general information. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions.
a. GENERAL
The Plan is a defined contribution plan covering substantially all
employees of Mid-State Bank (the Bank) who have completed six months of
service, except as may otherwise be provided for in an applicable
collective bargaining agreement. Employees become eligible on the
January 1, April 1, July 1 or October 1 following completion of six
months of service. The Bank is both the sponsor and administrator of
the Plan. The Trustee is Franklin Templeton Institutional Services
(Trustee). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Effective July 10, 1998, the Bank entered into an Agreement to Merge
and Plan of Reorganization (the Agreement) with BSM Bancorp and its
wholly owned subsidiary, Bank of Santa Maria. In connection with this
transaction, the assets of the Bank of Santa Maria Profit Sharing and
Salary Deferral 401(k) Plan (BSM Plan)were transferred into the Plan.
The aggregate balance of accounts transferred was $8,254,950 and is
reflected on the statement of changes in net assets as "Transfers in
from BSM Plan". All former BSM Bancorp employees transferred to the
Plan were credited for previous years of service in the BSM Plan.
b. CONTRIBUTIONS
Effective July 1, 1998, the Plan was amended to increase the maximum
participant contribution from 10 percent to 15 percent of compensation
through payroll deductions, subject to certain income related
restrictions. The Bank will make a matching contribution to all
participants who are actively employed on the last day of the Plan
year. In 1998 and 1997, this contribution was equal to 6 percent of
eligible compensation. For the years ended December 31, 1998 and 1997,
the matching contribution was $339,649 and $316,051, respectively.
<PAGE>
For each non-highly compensated participant, the Bank may also
contribute a profit sharing allocation to the Plan. This contribution
is determined annually by the Bank's Board of Directors. The Board of
Directors of the Bank elected to make a profit sharing allocation to
the Plan of $1,010,350 in 1998 and $755,440 in 1997. The Bank's
profit-sharing contribution, together with its salary deferral matching
contribution and any additional contributions in each plan year, may
not exceed 15 percent of the compensation of all Plan participants.
Contributions are subject to certain limitations.
c. PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution and an allocation of (a) the Bank's contributions, (b)
amounts previously forfeited for reinstated employees, (c) investment
income and (d) investment appreciation or depreciation. The Bank's
contribution is allocated annually to each participant's account in the
proportion that each participant's annual compensation bears to the
total compensation for all participants for the plan year.
d. VESTING
Participants are fully vested in their contributions and income
thereon. Participants vest in Bank contributions and the related income
earned as follows:
<TABLE>
<CAPTION>
YEARS OF SERVICE PERCENTAGE VESTED
<S> <C>
Less than 3 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
</TABLE>
Notwithstanding the above, if a participant (1) attains the age of 65,
(2) dies or (3) terminates employment by reason of disability while
employed, the Bank's contribution and forfeitures allocated to such
participant becomes 100 percent vested without regard to years of
service.
e. PAYMENT OF BENEFITS
Participants may elect to receive benefits in the form of a single
lump-sum amount equal to the value of the participant's vested interest
in their account or equal installments over a period of not more than
the life expectancy determined at the time of distribution. Payments
are valued as of the last valuation date on or before termination and
are recorded when paid. Benefits are recorded when paid.
<PAGE>
f. PARTICIPANT LOANS
The Plan permits participants to borrow against their vested account
balances. Participants can borrow the lesser of 50 percent of their
vested account balance or $50,000 reduced by the excess, if any, of
their highest outstanding balance of loans from the Plan during the
one-year period prior to the date of the loan over their current
outstanding balance of loans. The interest rate on participant loans is
the prime rate at inception of the loan plus one percent. Loans
outstanding as of December 31, 1998 had an interest rate of 6 percent
to 9 percent and mature between 1999 and 2008.
g. FORFEITURES
Forfeitures attributable to the Bank's matching contributions are used
to reduce the Bank's contribution for the plan year in which the
forfeitures occur.
Forfeitures attributable to the Bank's discretionary contributions are
added to the Bank's discretionary contribution for the plan year in
which such forfeitures occur and allocated among the participants'
accounts in the same manner as the Bank's discretionary contributions.
During 1998, employer contributions were reduced by $6,121. Unallocated
forfeitures at December 31, 1998 and 1997 totaled $16,902 and $21,250,
respectively.
h. ADMINISTRATIVE EXPENSES
Administrative expenses are paid directly by the Bank.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF PRESENTATION
The financial statements of the Plan are prepared under the accrual
method of accounting.
b. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets,
liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
<PAGE>
c. INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value and are based on quoted
market prices. The participants' contributions and the Bank's related
contributions are directed by the participants in any of the following
fund options:
Franklin Cash Reserves Fund --This fund invests in money
market instruments.
Franklin U.S. Government Securities Fund --This fund invests
primarily in government securities.
Franklin Income Fund --This fund invests primarily in high
yielding common and preferred stocks and high yielding
corporate bonds.
Mutual Shares Fund --This fund invests primarily in domestic
equity securities, including common and preferred stocks and
convertible securities.
Franklin Equity Income Fund --This fund invests primarily in
high yielding common and preferred stocks.
Franklin Balance Sheet Investment Fund --This fund invests
primarily in undervalued common stocks and close-ended mutual
funds.
Templeton Foreign Fund --This fund invests in stocks and bonds
of foreign issuers.
Mid-State Bancshares --This fund was established in 1998 to
allow participants to invest in the Bank's Common Stock.
Pursuant to the Agreement, as discussed in Note 1, BSM Bancorp
became the bank holding company for Mid-State Bank and changed
its name to Mid-State Bancshares. At the time of the asset
transfer from the BSM Plan, all BSM stock had been converted
to Mid-State Bancshares. There was no significant change in
the value of shares at the time of conversion.
Investment income and appreciation or depreciation is allocated daily
to each participant's account in proportion to the ratio of the account
balance to all account balances. Dividends are recorded on the
ex-dividend date.
Net appreciation (depreciation) in the fair value of investments is
based on the market value of the assets at the beginning of the Plan
year or at the time of purchase for assets purchased during the Plan
year and the related fair values on the day investments are sold with
respect to realized gains and losses, and on the last day of the year
with respect to unrealized gains and losses.
<PAGE>
3. TAX-EXEMPT STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated February 12, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
4. PARTY-IN-INTEREST TRANSACTIONS
The Trustee and the Bank are parties-in-interest as defined by ERISA. The
Trustee invests Plan assets in its collective investment funds and the Bank's
Common Stock. Such transactions qualify as party-in-interest transactions
permitted by Department of Labor regulations and are exempt under Section
408(b)(8) of the IRC.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Bank has the right to
amend the Plan, discontinue its contributions completely, or terminate the Plan
subject to the provisions of ERISA. In the event of complete discontinuance of
the Bank's contributions or termination of the Plan, participants will become
100 percent vested in their accounts.
<PAGE>
MID-STATE BANK
PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN
EIN 95-2135438 PLAN NO. 001
ITEM 27(a)- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Issue, Borrower, or Description of Investment Cost Fair Value
Similar Party
------------------------------------ ------------------------------------------------------- -------------- -----------
<S> <C> <C> <C>
CASH EQUIVALENTS
* Franklin Templeton Trust Company Franklin Cash Reserves Fund, 6.14 percent (average rate) $ 6,397,902 $ 6,397,902
-------------- -----------
COMMON TRUST (POOLED FUNDS)
* Franklin Templeton Trust Company Franklin U.S. Government Securities Fund, 145,997 shares 1,005,070 1,008,842
* Franklin Templeton Trust Company Franklin Income Fund, 2,573,608 shares 5,990,939 6,073,717
* Franklin Templeton Trust Company Mutual Shares Fund, 226,240 shares 4,697,450 4,409,418
* Franklin Templeton Trust Company Franklin Equity Income Fund, 260,495 shares 4,440,703 5,045,783
* Franklin Templeton Trust Company Franklin Balance Sheet Investment Fund, 189,281 shares 5,454,188 5,981,287
* Franklin Templeton Trust Company Templeton Foreign Fund, 248,216 shares 2,346,544 2,082,531
COMMON STOCK
* Mid-State Bancshares Mid-State Bancshares, 164,838 shares 1,624,756 1,483,538
-------------- -----------
25,559,650 26,085,116
-------------- -----------
PARTICIPANT LOANS ALLOCATED TO:
Interest rates ranging from 6.0 percent to 9.0 percent
with maturities
* Loans to Participants from 1999 to 2008 - 2,268,321
-------------- -----------
Total assets held for investment purposes $31,957,552 $34,751,339
============== ===========
</TABLE>
* Represents a party-in-interest
<PAGE>
MID-STATE BANK
PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN
EIN 95-2135438 PLAN NO. 001
ITEM 27(b)- SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Amount Received
During Reporting Year
-----------------------------------
Identity and Address Original Principal Interest Unpaid
of Obligor Amount of Balance at
Loan End of Year
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* Sue Deweese $ 7,400.00 $ 1,004.69 $ 160.59 69 $ 3,365.05
* Tami Hartshorn 6,970.00 1,568.94 165.38 3,176.20
* Tina Lessi 2,800.00 341.53 114.79 1,904.10
* Ted Pilecki 20,000.00 1,971.33 676.51 14,069.95
* Richard Ragain 15,000.00 930.81 452.13 13,664.91
* Lisa Stoner 3,875.51 - - 2,452.01
* Susanne Thomas 8,000.00 - - 1,578.31
* Loree Willemse 2,000.00 353.42 54.78 1,034.11
<CAPTION>
Amount Overdue
------------------------------
Detailed Descriptions of Loan Including Dates of Making and
Maturity, Interest, Rate, the Type and Value of Collateral,
Any Renegotiation of the Loan and the Terms of the
Renegotiation and Other Material Items Principal Interest
- --------------------------------------------------------------------------------------------------
<C> <C> <C>
Issued 10/13/95, Maturity 10/15/2000, Interest 6.9989%, $ 496.68 $ 61.69
Participant terminated and will receive distribution in 1999.
Issued 5/6/97, Maturity 5/15/2000, Interest 7.0843%, 803.06 59.86
Participant terminated and loan fully paid in 1999.
Issued 9/24/96, Maturity 11/1/2001, Interest 8.25%, 155.41 44.23
Participant terminated and will receive distribution in 1999.
Issued 9/26/96, Maturity 11/1/2001, Interest 8.25%, 1,577.39 459.40
Participant terminated and loan fully paid in 1999.
Issued 9/26/97, Maturity 10/31/2002, Interest 8.50%, 1,618.70 686.23
Participant deceased and loan paid off by beneficiary
in January 1999.
Issued on 01/07/97, Maturity 11/01/97, Interest 6%, 2,469.05 40.31
Participant terminated and loan fully paid in 1999.
Issued 07/07/93, Maturity 08/01/98, Interest 6%, 1,578.31 43.76
Participant terminated and will receive distribution in 1999.
Issued 11/29/96, Maturity 1/1/2000, Interest 8.25%, 282.80 31.20
Participant terminated and loan fully paid in 1999.
</TABLE>
* Represents a party-in-interest
<PAGE>
MID-STATE BANK
PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN
EIN 95-2135438 PLAN NO. 001
ITEM 27(d)-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Party Involved Description of Asset Purchase Price Selling Price Cost of Asset
- ---------------------------------- ---------------------------------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Franklin Templeton Trust Company Franklin Cash Reserves Fund $3,725,337 $ - $ -
Franklin Templeton Trust Company Franklin Cash Reserves Fund - 2,014,917 2,014,917
Franklin Templeton Trust Company Franklin Income Fund 3,515,579 - -
Franklin Templeton Trust Company Franklin Income Fund - 1,551,588 1,523,705
Franklin Templeton Trust Company Mutual Shares Fund 4,147,523 - -
Franklin Templeton Trust Company Mutual Shares Fund - 1,060,733 1,108,554
Franklin Templeton Trust Company Franklin Equity Income Fund 1,880,984 - -
Franklin Templeton Trust Company Franklin Equity Income Fund - 1,395,446 1,221,004
Franklin Templeton Trust Company Franklin Balance Sheet Investment Fund 1,675,104 - -
Franklin Templeton Trust Company Franklin Balance Sheet Investment Fund - 1,457,208 1,284,349
Mid-State Bancshares Mid-State Bancshares - 112,757 130,072
Fair Value
of Asset on
Transaction Net Gain or
Date (Loss)
--------------------- --------------------
<C> <C>
$3,725,337 $ -
2,014,917 -
3,515,579 -
1,523,705 27,883
4,147,523 -
1,108,554 (47,821)
1,880,984 -
1,221,004 174,442
1,675,104 -
1,284,349 172,859
130,072 (17,315)
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
No. Exhibit
- ----------------------------------------------------------
23 Consent of Independent Public Accountants
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated May 14, 1999, included in this Form 11-K for the year ended
December 31, 1998, into Mid-State Bank's previously filed Registration Statement
No. 333-16951.
ARTHUR ANDERSEN LLP
Los Angeles, California
June 29, 1999
