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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): August 31, 1999
MID-STATE BANCSHARES
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(Name of 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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N/A
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(Former Name or Former Address, if changed since last report)
Page 1 of 5 Pages
Exhibit Index Page 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 19, 1999, Mid-State Bancshares (the "Company") and its wholly owned
subsidiary Mid-State Bank (the "Acquiror"), entered into an Agreement to
Merge and Plan of Reorganization (the "Agreement") with City Commerce Bank
(the "Bank"), pursuant to which, among other things, (i) the Bank would merge
into and with the Acquiror, and (ii) the shareholders of the Bank 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").
In accordance with the terms of the Agreement, the Merger was completed on
August 31, 1999. The shareholders of the Bank received a tax-free exchange
of .6775 shares of Company common stock for each share of the Bank's 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.
The Press Release in connection with the closing is attached hereto as
Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Mid-State Bancshares.
The Consolidated Financial Statements of Mid-State Bancshares
as of December 31, 1998 and 1997 and for each of the years in
the three-year period ended December 31, 1998, (incorporated
by reference from Mid-State Bancshare's 10-K Report for the
year ended December 31, 1998).
The Consolidated Financial Statement of Mid-State Bancshares as
of June 30, 1999 and 1998 for the three and six months ended
June 30, 1999 (incorporated by reference from Mid-State Bancshares
10-Q Report for the quarter ending June 30, 1999).
The Financial Statements of City Commerce Bank as of (i) December
31, 1998 and 1997 and for each of the years in the two-year period
ended December 31, 1998, and (ii) March 31, 1999 and 1998 and for
the three months ended March 31, 1999 (incorporated by reference
from the Company's Registration Statement on Form S-4 No. 333-81531
previously filed with the SEC).
(b) The Company and the Bank's Pro Forma Combined Financial Statements
(unaudited) (incorporated by reference from the Company's Registration
Statement on Form S-4 No. 333-81531 previously filed with the SEC).
(c) Exhibits
2 Agreement to Merge and Plan of Reorganization, dated April 19,
1999 (incorporated by reference from Appendix A to the Company's
Registration Statement on Form S-4 No. 333-81531 previously
filed with the SEC).
23 Consent of Independent Accountants for Mid-State Bancshares
(incorporated by reference from Company's Registration Statement
on Form S-4 No. 333-81531, previously filed with the SEC).
99 Press Release
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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 31, 1999 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 5 Pages
Exhibit Index Page 4
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
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<S> <C> <C>
2 Agreement to Merge and Plan of Reorganization,
dated April 19, 1999 (incorporated by reference
from Appendix A to the Company's Registration
Statement on Form S-4 No. 333-81531 previously
with the SEC)
23 Consent of Independent Accountants for Mid-State
Bancshares (incorporated by reference from Company's
Registration Statement on Form S-4 No. 333-81531,
previously filed with the SEC)
99 Press Release in connection with the close of the merger 5
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Page 4 of 5 Pages
Exhibit Index Page
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EXHIBIT 99
MID-STATE BANCSHARES NEWS RELEASE
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DATE: AUGUST 31, 1999 PHONE NUMBER: 805/473-6803
CONTACT: James G. Stathos NASDAQ SYMBOL: "DST"
TITLE: Chief Financial Officer WEBSITE: www.midstatebank.com
MERGER BETWEEN MID-STATE BANK AND CITY COMMERCE BANK BECOMES OFFICIAL
ARROYO GRANDE - Carrol R. Pruett, President of Mid-State Bank, announced the
completion of the merger with City Commerce Bank on Tuesday, August 31, 1999.
Although the merger will be effective at the close of business on that date,
the City Commerce name will not change until October 1 when customer accounts
are converted to Mid-State Bank.
The shareholders from City Commerce Bank overwhelmingly approved the merger
at its meeting held August 10, 1999. All of the regulatory approvals have
been obtained, and the organizations are looking forward to the
consolidations. "We are excited about the prospects for joining these two
fine community banks. It is an added comfort to keep the ownership of the
bank, as well as the decision making, at the local level," declared Mr.
Pruett. "Both banks have always provided quality service to the communities
which they serve, and by joining together, the opportunities for
shareholders, customers, and employees are enhanced."
At the close of business on June 30, 1999, Mid-State Bank reported a total of
$1.25 billion in assets. With the $150 million reported by City Commerce
Bank, the new Mid-State Bank will have approximately $1.4 billion in assets.
Net loans for the combined institution total $687 million, and deposits reach
$1.22 billion. "These impressive figures indicate Mid-State Bank's
commitment to the Central Coast," emphasized Mr. Pruett. "We will continue
to support the economies of the marketplace, partnering with individuals and
businesses alike to improve our quality of life".
FOR NEARLY 60 COMBINED YEARS, MID-STATE BANK AND CITY COMMERCE BANK HAVE
PROVIDED THEIR CUSTOMERS FRIENDLY, HOME-BASED, COMMUNITY BANKING. WITH
COMBINED ASSETS OF $1.4 BILLION AND THE EMPLOYMENT OF NEARLY 800 SAN LUIS
OBISPO, SANTA BARBARA, AND VENTURA COUNTY RESIDENTS, THE NEW MID-STATE BANK
WILL CONTINUE TO BE STRONGER "PARTNERS IN YOUR COMMUNITY."
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PARTNERS IN YOUR COMMUNITY SINCE 1961
