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): September 30, 1997
SANTA BARBARA BANCORP
(Exact name of registrant as specified in its charter)
California 0-11113 95-3673456
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1021 Anacapa Street, Santa Barbara, California 93102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 564-6300
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Item 5. Other Events.
Effective September 30, 1997, Santa Barbara Bancorp, Santa Barbara,
California (the "Company"), completed its acquisition of 100% of the outstanding
capital stock of Citizens State Bank of Santa Paula, a California state banking
corporation headquartered in Santa Paula, California ("Citizens State Bank").
The Company acquired Citizens State Bank through the statutory merger (the
"Merger") of a recently formed, wholly owned subsidiary of the Company with and
into Citizens State Bank, with Citizen State Bank being the surviving
corporation in the Merger. In consideration of the Merger, the former
shareholders of Citizens State Bank will receive $1,925.00 in cash for each
share of Citizens State Bank previously owed. The shareholders of Citizens State
Bank approved the transaction at a special meeting held on September 18, 1997.
Effective October 1, 1997, the Company then caused Citizens State Bank to
merge with and into Santa Barbara Bank & Trust, a wholly owned subsidiary of the
Company and a California state banking corporation and member of the Federal
Reserve System, with Santa Barbara Bank & Trust being the surviving corporation
in this second-step merger.
The Company also announced an increase in its quarterly cash dividend rate
from $0.23 per share to $0.26 per share. The Company announced that its fourth
quarter dividend will be payable on November 11, 1997 to shareholders of record
on October 21, 1997.
A copy of the Company's press release announcing its completion of the
acquisition of Citizens State Bank and the increase in its quarterly dividend
rate is attached as an exhibit to this Current Report.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K.
99.1 Press Release
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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 of the
undersigned hereunto duly authorized.
SANTA BARBARA BANCORP
Date: October 3, 1997 By: /s/ Donald E. Lafler
Donald E. Lafler
Chief Financial Officer
INDEX TO EXHIBITS
Item Description
99.1 Press Release of Santa Barbara Bancorp, dated October 3, 1997,
announcing acquisition of Citizens State Bank and increase in
quarterly cash dividend rate.
<PAGE>
EXHIBIT 99.1
October 3, 1997
FOR IMMEDIATE RELEASE
SANTA BARBARA BANCORP COMPLETES ACQUISITION
OF CITIZENS STATE BANK AND INCREASES DIVIDEND
The Board of Directors of Santa Barbara Bancorp, parent company of Santa Barbara
Bank & Trust, announced the completion of the acquisition of Citizens State Bank
of Santa Paula effective at the end of business, September 30. The Board also
announced an increase in the quarterly dividend of 13% from $0.23 to $0.26 per
share. The dividend will be payable November 11, 1997 to shareholders of record
on October 21, 1997.
According to Tom Thomas, President and CEO of Santa Barbara Bank & Trust,
"Although the merger of Citizens into Santa Barbara Bank & Trust occurred
October 1, the three branches of Citizens will continue to use the Citizens
State Bank name until early November when all the computer conversions will be
completed and they will then start using the Santa Barbara Bank & Trust name.
With all the documents signed, we are looking forward to the opportunity to
continue to provide the high level of service that customers of Citizens have
been receiving over the 70 years that Citizens has been serving the communities
of Santa Paula and Fillmore. Santa Barbara Bank & Trust will also be able to
offer an expanded line of products and services to these customers because of
its additional resources. The inclusion of these three branches makes Santa
Barbara Bank & Trust the leading independent bank in western Ventura County. The
Bank also opened a second Camarillo office on October 1 and will open in office
in the Port Hueneme area in the first quarter of 1998."
Thomas indicated that the Board increased the Bancorp quarterly dividend in
recognition of the continuing trend of increasing net income for each quarter
over the same quarter of the prior year. This trend is primarily due to strong
earnings from both the Santa Barbara and Ventura County regions, the addition of
the five offices in Northern Santa Barbara County from the acquisition of First
Valley Bank, increased Trust and Investment Services fees, and a continuing
improvement in credit quality.
The Company currently has assets of $1.4 billion with 22 offices from Camarillo
to Santa Maria. The acquisition of Citizens will add about $90 million in assets
and three offices.
The Company's stock is traded on the NASDAQ stock market with the trading symbol
of SABB.
For Information contact:
David W. Spainhour (805) 564-6345
William S. "Tom" Thomas, Jr. (805) 564-6216
