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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1997.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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SANTA BARBARA BANCORP
(Name of issuer)
SANTA BARBARA BANCORP
(Name of person(s) filing statement)
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COMMON STOCK, NO PAR VALUE, $1.00 STATED VALUE PER SHARE
(Title of class of securities)
801233107
(CUSIP number of class of securities)
JAY D. SMITH
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
SANTA BARBARA BANCORP
1021 ANACAPA STREET
SANTA BARBARA, CALIFORNIA 93102
(805) 564-6302
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the person(s) filing statement)
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Copy To:
CHARLES E. GREEF AND PETER G. WEINSTOCK
JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION
SUITE 3200
1445 ROSS AVENUE
DALLAS, TEXAS 75202
(214) 855-4500
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JANUARY 10, 1997
(Date tender offer first published, sent or given to security holders)
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated January 10, 1997 filed by
Santa Barbara Bancorp, a California corporation (the "Company"), relating to
the tender offer by the "Company to purchase up to 500,000 shares (or such
lesser number of shares as are properly tendered) of its common stock, no par
value, $1.00 stated value per share (the "Shares"), at a price, net to the
seller in cash, of $30.00 per Share, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 10, 1997 (the
"Offer to Purchase") and the related Letter of Transmittal, which together
constitute the Offer. Copies of the Offer to Purchase and Letter of
Transmittal are filed as Exhibits (a)(1) and (a)(2), respectively, to the
Statement. Capitalized terms defined in the Statement and not otherwise
defined herein shall have the meanings specified in the Statement.
ITEM 1. SECURITY AND ISSUER.
The Offer commenced on January 10, 1997, and expired at 5:00 p.m.
Pacific Standard Time, on Friday, February 21, 1997. A total of 65,247 Shares
have been accepted at a purchase price of $30.00 per Share. Prior to
expiration of the Offer, the Company had 7,616,746 Shares outstanding.
Following the purchase of the Shares tendered in the Offer, the Company has
approximately 7,551,499 Shares outstanding.
On February 25, 1997, the Company issued a press release announcing the
preliminary results of the Offer, a copy of which is filed as Exhibit (a)(7)
hereto and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibit:
(a)(7) Press Release dated February 25, 1997
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SANTA BARBARA BANCORP
By: /s/ Jay D. Smith
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Name: Jay D. Smith
Title: Executive Vice President, General
Counsel and Corporate Secretary
Dated: February 26, 1997
2
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(7) Press Release dated February 25, 1997.
</TABLE>
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NEWS RELEASE
SANTA BARBARA BANCORP
Santa Barbara Bancorp
1021 Anacapa Street
Santa Barbara, California
FOR IMMEDIATE RELEASE
SANTA BARBARA BANCORP
ANNOUNCES PRELIMINARY RESULTS OF
TENDER OFFER TO REPURCHASE SHARES OF ITS COMMON STOCK
Santa Barbara, California, February 25, 1997 . . . Santa Barbara Bancorp
(NASDAQ-SABB), the holding company for Santa Barbara Bank & Trust, today
announced that a preliminary count by Norwest Bank Minnesota, N.A., the
Depository for the Company's self-tender offer, indicates that, subject to
final verification, 65,247 shares of the Company's common stock have been
accepted for purchase at a price of $30.00 net per share. The self-tender
offer commenced on January 10, 1997 and expired at 5:00 p.m., Pacific Standard
Time, on February 21, 1997. Prior to the purchase of shares tendered in the
self-tender offer, the Company had approximately 7,616,746 shares of common
stock outstanding.
Payment for shares properly tendered and accepted will be made promptly,
subject to proper delivery of shares in accordance with the terms of the offer.
The Company indicated that it would utilize its available cash from the sale or
maturity of short-term investments to purchase the shares.
For Information Contact:
David W. Spainhour (805) 564-6345
William S. "Tom" Thomas, Jr. (805) 564-6216
