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):DECEMBER 14, 1999
PACIFIC CAPITAL 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 number)
Commission file number: 0-11113
200 East Carrillo Street, Suite 300
Santa Barbara, California 93101
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 564-6310
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ITEM 5. OTHER EVENTS.
Reference is hereby made to the Registrant's press release attached
hereto as Exhibit 99.1 which meets the requirements for filing under Item 5 and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
99.1 Press Release dated December 14, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PACIFIC CAPITAL BANCORP
Dated: December 14, 1999 By:
David W. Spainhour, President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated December 14, 1999
<PAGE>
EXHIBIT 99.1
Contact: Debbie Lewis, Public Relations
(805) 884-6680
PACIFIC CAPITAL BANCORP ADOPTS
SHAREHOLDERS' RIGHTS AGREEMENT
Santa Barbara, Calif., December 14, 1999 - Pacific Capital Bancorp
(Nasdaq:SABB) announced today that its board of directors has adopted a
shareholders' rights agreement designed to maximize the long-term value of the
Company by protecting its shareholders from improper takeover tactics and bids
that are not fair to all shareholders. The rights distribution is not taxable to
shareholders.
In accordance with the agreement, preferred share purchase rights will
be distributed as a dividend at the rate of one right for each common share held
of record as of the close of business on December 14, 1999, and will expire on
December 14, 2009. The rights, which are not immediately exercisable, entitle
the holders to purchase one one-thousandth of a share of Series A Preferred
Stock at an exercise price of $120.00 upon the occurrence of certain triggering
events. In the event of an acquisition not approved by Pacific Capital Bancorp's
board of directors, each right enables its holder (other than the acquirer) to
purchase the Preferred Stock at 50% of the market price. Further, in the event
the Company is acquired in an unwanted merger or business combination, each
right enables the holder to purchase shares of the acquiring entity at a similar
discount. Under certain circumstances, the rights may be exchanged for common
shares of the Company. The board may, in its sole discretion, redeem the rights
at any time prior to any of the triggering events.
According to David W. Spainhour, Pacific Capital Bancorp President and
Chief Executive Officer, "Our senior leadership team has long been recognized
for its commitment to maximizing the return to its shareholders for their
investment in our franchise. To that end, we remain focused on pursuing an
anti-dilutive acquisition strategy which is fair and equal to all shareholders,
and believe that this rights plan will result in continued value appreciation on
their behalf."
The rights can be exercised and separate rights certificates
distributed only if any of the following events occur: acquisition by a person
of 15% or more of the Company's common shares, or a tender offer for 15% or more
of the Company's common shares. The rights will initially trade automatically
with the common shares, and no separate certificates will be issued. The rights
are not deemed by the board of directors to be presently exercisable.
Pacific Capital Bancorp, with $2.8 billion in assets, is the parent
company of Santa Barbara Bank & Trust, First National Bank of Central California
and its affiliate South Valley National Bank. Santa Barbara Bank & Trust serves
customers from 27 offices throughout Santa Barbara and west Ventura counties.
First National Bank maintains offices in Monterey, Salinas, Carmel, Watsonville,
and Soledad. Offices in Gilroy, Morgan Hill, Hollister, and San Juan Bautista
operate under the name South Valley National Bank. The Company's subsidiary
banks also offer a complete menu of trust and investment management services
from the only self-contained, full-service trust company located between San
Jose and Los Angeles, and offer the largest ATM network along the Central Coast.
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This document may contain forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially
from those projected. For a discussion of factors that could cause actual
results to differ, please see the Company's publicly available Securities and
Exchange Commission filings, including its Annual Report on Form 10-K for the
year ended December 31, 1998, and particularly the discussion of risk factors
within that document.
