MID-STATE BANCSHARES
8-K, 2000-02-08
STATE COMMERCIAL BANKS
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<PAGE>

                                  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): February 4, 2000

                              MID-STATE BANCSHARES
                              --------------------
                 (Name of Small Business Issuer in its Charter)



        CALIFORNIA                    000-23925              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
                                                          ----------------

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                              Exhibit Index Page 4



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ITEM 5.  OTHER EVENTS

                  On February 4, 2000, Mid-State Bank, a wholly-owned
subsidiary of Mid-State Bancshares, today announced the appointment of James
W. Lokey as President and Chief Executive Officer of Mid-State Bank. Current
Bank President Carrol Pruett will remain active as Chairman of the Board of
Mid-State Bank, as well as President and CEO of Mid-State Bancshares. Mr.
Lokey will begin in his position on March 1, 2000 and will report directly to
Mr. Pruett.

                  Please refer to the Press Release dated February 4, 2000,
attached  hereto and made a part hereof.


                                Page 2 of 6 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 7, 2000                     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
                                                 Chairman of the Board,
                                                 President and Chief Executive
                                                 Officer


                                Page 3 of 6 Pages
                              Exhibit Index Page 4
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

     EXHIBIT NO.                   DESCRIPTION                       PAGE NO.
     -----------                   -----------                       --------
<S>                 <C>                                              <C>
        20          Press Release announcing announced the              5
                    appointment of James W. Lokey as President
                    and Chief Executive Officer of Mid-State Bank.
</TABLE>


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                               Exhibit Index Page


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                                                                      EXHIBIT 20

 [LOGO] MID-STATE
        BANCSHARES                                        NEWS RELEASE
- --------------------------------------------------------------------------------

DATE: February 4, 2000                             PHONE NUMBER: 805/473-6828
CONTACT: Carrol R. Pruett                          NASDAQ SYMBOL:  "MDST"
TITLE: Chairman of the Board of Directors          WEBSITE:www.midstatebank.com


                     JAMES LOKEY NAMED CEO OF MID-STATE BANK


         ARROYO GRANDE, CALIFORNIA - Mid-State Bank, a wholly-owned
subsidiary of Mid-State Bancshares (NASDAQ: MDST), today announced the
appointment of James W. Lokey as President and Chief Executive Officer of
Mid-State Bank. Current Bank President Carrol Pruett will remain active as
Chairman of the Board of Mid-State Bank, as well as President and CEO of
Mid-State Bancshares. Lokey will report directly to Pruett.

       Lokey has been a banking professional for over 25 years. He began his
banking career in 1973 with First Interstate Bank after receiving a Bachelor
of Science in Finance from California State University, Long Beach. While
with First Interstate Bank, Lokey rose through various assignments achieving
the position of Executive Vice President. He has had extensive management
experience in most areas of the bank, including retail banking, commercial
banking, private banking, small business lending, agricultural lending,
commercial real estate lending, and credit policy and administration. With
the 1996 merger of First Interstate Bank into Wells Fargo Bank, Lokey was
responsible for the integration of the Southern California Commercial
Division of the two banks with consolidated assets of $3.6 billion and
deposits of $1.3 billion.


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       In 1997, Lokey left Wells Fargo Bank to become president and chief
executive officer of Downey Savings, a $5.2 billion financial institution
with 73 offices and headquartered in Newport Beach, California. During
Lokey's tenure, Downey posted record earnings, record loan production, and by
year-end 1998, had increased its assets to $6.3 billion with 91 offices. Now
joining Mid-State Bank, Lokey commented, "I am excited to be working for a
highly successful and community oriented financial institution like Mid-State
Bank."

       "With Jim responsible for the day-to-day operations, I will be able to
devote more of my time and energy to developing strategies and exploring
opportunities that will contribute to our future success," said Pruett. "This
will also give me the chance to spend more time in the market place with
clients and investors."

       Mid-State Bank, founded in 1961 and now with assets of $1.4 billion,
operates 32 offices in the California Central Coast counties of San Luis
Obispo, Santa Barbara, and Ventura. In the past two years, Mid-State Bank has
acquired the $325 million Bank of Santa Maria and the $125 million Santa
Barbara based City Commerce Bank. The Bank recently reported record earnings
of $22.1 million for the year ending December 31, 1999, which is $1.94 per
share, up from $21.0 million or $1.86 per share in 1998.

       More information about Mid-State Bank can be found at
www.midstatebank.com.

                                      # # #


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