MID-STATE BANCSHARES
8-K/A, 1999-02-18
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 8-K/A-1

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 11, 1998

                              MID-STATE BANCSHARES
                              --------------------

                 (Name of Small Business Issuer in its Charter)

              CALIFORNIA                    333-16951           77-0442667
- ----------------------------------------  ------------   -----------------------
    (State or Other Jurisdiction of       (File Number)     (I.R.S. Employer
     Incorporation or Organization)                         Identification No.)

   1026 GRAND AVE. ARROYO GRANDE, CA                             93420
- ----------------------------------------                 -----------------------
(Address of Principal Executive Offices)                       (Zip Code)

       Registrant's Telephone Number, including area code: (805) 473-7700
                                                           --------------

          -------------------------------------------------------------
          (Former Name or Former Address, if changed since last report)


                                Page 1 of 5 Pages
                              Exhibit Index Page 4

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ITEM 5.  OTHER EVENTS

         On November 11, 1998, at its regular meeting of the Board of Directors
of Mid-State Bancshares, the Board declared a twelve cents per-share quarterly
cash dividend for all shareholders of record on December 31, 1998, payable on or
before January 22, 1999. The Board also adopted a new policy declaring a
quarterly dividend instead of the semi-annual dividends authorized in the past.
Please refer to the Press Release dated November 17, 1998 attached hereto and
made a part hereof.


                                Page 2 of 5 Pages
                              Exhibit Index Page 4

<PAGE>

                                   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:   February 18, 1999           MID-STATE BANCSHARES

                                    By: /s/ James G. Stathos
                                        -------------------------------------
                                        James G. Stathos
                                        Executive Vice President
                                        Chief Financial Officer

                                    By: /s/ Carrol R. Pruett
                                        -------------------------------------
                                        Carrol R. Pruett
                                        President and Chief Executive Officer


                                Page 3 of 5 Pages
                              Exhibit Index Page 4

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                                  EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION                          PAGE NO.
- -----------                        -----------                          --------

   20          Press Release announcing quarter cash dividend              5
               and change in dividend policy to quarterly dividend
               instead of semi-annual dividends


                                Page 4 of 5 Pages
                               Exhibit Index Page


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[GRAPHIC] MID-STATE BANCSHARES
          NEWS RELEASE                                               MEMBER FDIC
          ----------------------------------------------------------------------

                    FOR IMMEDIATE RELEASE     TOTAL PAGES: 1

DATE: NOVEMBER 17, 1998
CONTACT:  James G. Stathos
TITLE:   Chief Financial Officer
PHONE NUMBER:  805/473-6803
NASDAQ SYMBOL:  "MDST"
WEBSITE ADDRESS:  www.midstatebank.com

        MID-STATE BANK ANNOUNCES $0.12 PER-SHARE QUARTERLY CASH DIVIDEND

     ARROYO GRANDE - Mid-State Bancshares President Carrol R. Pruett announced
that the Board of Directors of the Company has declared a twelve cents per-share
quarterly cash dividend for all shareholders of record on December 31, 1998. At
their meeting held on November 11, 1998, the Board of Directors established a
new policy declaring a quarterly dividend instead of the semi-annual dividends
authorized in the past

     Executive Vice President and Chief Financial Officer James G. Stathos
states, "After recording a solid third quarter performance, we are pleased to be
able to pay this dividend to our shareholders. This action provides us the
opportunity to thank them for their loyal and continued support."

     This payment represents the 62nd cash or stock dividend paid by Bancshares
or its subsidiary, Mid-State Bank. Based on 10,072,984 shares of outstanding
stock on November 13, 1998, the dividend results in payment of $1.2 million,
which will be distributed to the approximate 3,200 shareholders on January 22,
1999.

     For nearly 40 years, Mid-State Bank has provided its customers with a
friendly, home-based, community oriented bank. With assets of $1.2 billion and
28 office locations, Mid-State Bank employs over 700 San Luis Obispo and Santa
Barbara County residents. Mid-State Bank...PARTNERS IN YOUR COMMUNITY since
1961.

                                      # # #

                           PARTNERS IN YOUR COMMUNITY


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