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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark One)
X AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the
fiscal year ended December 31, 1994 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from ______________ to ____________
Commission file number - 0-11113
SANTA BARBARA BANCORP
(Exact Name of Registrant as Specified in its Charter)
California 95-3673456 _
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1021 Anacapa Street, Santa Barbara, California 93101
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (805)564-6300
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Class Name of Each Exchange
on Which Registered
Common Stock, no par value Not Listed
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
The aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 8, 1995, based on
the sales prices reported to the Company on that date of $25.75
per share: Common Stock - $106,532,385*
*Based on reported beneficial ownership by all directors and
executive officers and the Company's Employee Stock Ownership
Plan; however, this determination does not constitute an
admission of affiliate status for any of these stockholders.
As of March 8, 1995, there were 5,126,406 shares of the issuer's
common stock outstanding.
Amendment to
Annual Report on Form 10-K
for
Fiscal Year ended December 31, 1994
The undersigned Registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Annual Report on Form 10-K for the fiscal year ended December 31,
1994, as set forth in the attached page hereto:
Item 14. Exhibits, Financial Statement Schedules, and Re-
ports on Form 8-K
The amendment consists of a revised consent of Arthur
Andersen LLP, pursuant to which they consent to the incorporation
into various of the Registrant's Registration Statements on Form
S-8 of their report dated January 31, 1995.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly
authorized, on June 7, 1995.
SANTA BARBARA BANCORP
By: s/David W. Spainhour
David W. Spainhour
PART IV
Item 14. Exhibits, Financial Statements, and Reports on
Form 8-K
a) The following documents are filed as a part of
this Report:
1) Financial Statements:
Consolidated Balance Sheets as of December 31,
1994 and 1993
Consolidated Statements of Income for the years
ended December 31, 1994, 1993, and 1992
Consolidated Statements of Changes in
Shareholders' Equity for the years ended December
31, 1994, 1993, and 1992
Consolidated Statements of Cash Flows for the
years ended December 31, 1994, 1993, and 1992
2) Financial Statement Schedules:
The following schedules and information are
included in the Footnotes to the above Financial
Statements or in Management's Discussion and
Analysis of Financial Condition and Results of
Operations, both of which are included in the
Annual Report: Interest Rate Sensitivity
Distribution of Average Assets, Liabilities, and
Shareholders' Equity and Related Interest Income,
Expense, and Rates
Volume and Rate Variance Analysis of Net Interest
Income
Maturity Distribution and Yield Analysis of the
Securities Portfolios
Loan Portfolio Analysis by Category
Maturity and Sensitivities of Selected Loan Types
to Changes in Interest Rates
Risk Elements:
Non-Accrual, Past Due and Restructured Loans
Potential Problem Loans
Foreign Loans
Summary of Loan Loss Experience
Foregone Interest on Non-Accrual Loans
Detailed Deposit Summary
Maturity Distribution of Time Certificates of
Deposit of $100,000 or More
Return on Equity and Assets, Operating and
Capital Ratios
Short-term Borrowings
3) Exhibits - See exhibits listed on page 7, "Exhibit
Index"
b) No reports on Form 8-K were filed during the fourth
quarter of the fiscal year ended December 31, 1994.
c) Exhibits - See exhibits listed on page 7, "Exhibit
Index"
d) Financial statement schedules required by Regulation
S-X which are excluded from the annual report to
shareholders - Not Applicable
EXHIBIT INDEX TO
SANTA BARBARA BANCORP FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
Exhibit
Number Description
2 Plan of acquisition, reorganization, arrangement,
liquidation or succession**
3 Articles of incorporation and bylaws
3.1 Restated Articles of Incorporation of Santa
Barbara Bancorp (filed as Exhibit 3(i) to the
Company's Form S-4, File No. 33-19181, and is
incorporated herein by reference thereto).
3.2 Amended and Restated Bylaws of the Company dated
September 25, 1991 (filed as "Other Information"
to the Company's form 10-Q for the quarter ended
September 30, 1991, File No. 0-11113, and is
incorporated herein by reference thereto).
4 Instruments defining rights of security holders -
The rights of security holders are defined by
applicable law and in the Bylaws of the Company -
see Exhibit 3.2 above.
9 Voting trust agreement**
10 Material contracts
10.1 Compensation Plans and Agreements:
10.1.1 Santa Barbara Bancorp Restricted Stock Option Plan
(previously filed as Exhibit 4.1 of the Company's
Registration Statement on Form S-8, filed with the
Commission on June 23, 1992, File No. 33-48704,
incorporated herein by this reference).
10.1.2 Santa Barbara Bancorp Director Stock Option Plan
(previously filed as Exhibit 4.2 of the Company's
Registration Statement on Form S-8, filed with the
Commission on June 23, 1992, File No. 33-48704,
incorporated herein by this reference).
10.1.3 Santa Barbara Bancorp Stock Option Plan
(previously filed as Exhibit 4.2 of the Company's
Registration Statement on Form S-8, filed with the
Commission on October 28, 1991, File No. 33-43560,
incorporated herein by this reference).
10.1.4 Santa Barbara Bank & Trust Incentive and Invest-
ment and Salary Savings Plan, as amended through
December 31, 1991 (previously filed with the
Commission as Exhibit 10.1.4 to the Company's
annual report on Form 10-K on March 29, 1993, File
No. 0-11113, incorporated herein by this refer-
ence).
10.1.5 Santa Barbara Bank & Trust Employee Stock
Ownership Plan and Trust, as amended and restated
through December 31, 1993 (previously filed with
the Commission as Exhibit 10.1.5 to the Company's
annual report on Form 10-K on March 16, 1994, File
No. 0-11113, incorporated herein by this
reference).
10.1.6 Amendment to the Santa Barbara Bank & Trust
Employee Stock Ownership Plan and Trust as
ratified by the Employee Benefit Advisory
Committee on January 14, 1993 (previously filed
with the Commission as Exhibit 10.1.6 to the
Company's annual report on Form 10-K on March 29,
1993, File No. 0-11113, incorporated herein by
this reference).
10.1.7 Description of Group Term Life and Accidental
Death and Dismemberment Benefits and of Payment of
Membership Dues (previously filed with the Commis-
sion as Exhibit 10.1.7 to the Company's annual
report on Form 10-K on March 29, 1993, File No.
0-11113, incorporated herein by this reference).
10.1.8 Santa Barbara Bank & Trust Key Employee Retiree
Health Plan dated December 29, 1992 (previously
filed with the Commission as Exhibit 10.1.8 to the
Company's annual report on Form 10-K on March 16,
1994, File No. 0-11113, incorporated herein by
this reference).
10.1.9 Santa Barbara Bank & Trust Retiree Health Plan
(Non-Key Employees) dated December 29, 1992
(previously filed with the Commission as Exhibit
10.1.9 to the Company's annual report on Form 10-K
on March 16, 1994, File No. 0-11113, incorporated
herein by this reference).
10.2 Securities and Insurance Service Agreement
10.2.1 IRA Custodial Agreement.
11 Statement re computation of per share earnings
12 Statement re computation of ratios**
13 Annual report to security-holders
16 Letter re change in certifying accountant**
18 Letter re change in accounting principles**
21 Subsidiaries of the registrant
22 Published report regarding matters submitted to
vote of security-holders**
23 Consents of experts and counsel:
23.1 Consent of Independent Public Accountants
23.2 Consent of Independent Public Accountants
24 Power of attorney**
27 Financial Data Schedules
99 Additional Exhibits - Notice of Annual Meeting of
Shareholders and Proxy Statement for Annual
Meeting occurring April 25, 1995 filed with the
Commission on March 15, 1995, File No. 0-11113,
incorporated herein by this reference.
* Shareholders may obtain a copy of any exhibit by writing to:
Clare McGivney, Corporate Services Administrator Santa
Barbara Bancorp, P.O. Box 1119, Santa Barbara, CA 93102
** Not applicable
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated January 31, 1995, incorporated by
reference in this Form 10-K, into Santa Barbara Bancorp's previously
filed Form S-8 Registration Statements File Nos. 33-5493, 2-83293,
33-43560 and 33-48724. It should be noted that we have not audited
any financial statements of Santa Barbara Bancorp and Subsidiaries
subsequent to December 31, 1994 or performed any audit procedures
subsequent to the date of our report.
(Handwritten signature)
ARTHUR ANDERSEN LLP
Los Angeles, California
January 31, 1995
