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 30, 1998
PACIFIC CAPITAL BANCORP
(Exact name of registrant as specified in its charter)
California 0-11113 95-3673456
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(State or other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
1021 Anacapa Street
Santa Barbara, California 93101
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(Address of principal executive offices)
(805) 564-6298
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(Registrant's telephone number, including area code)
Santa Barbara Bancorp
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On December 30, 1998, Santa Barbara Bancorp, a California corporation, completed
its merger (the "Merger") with Pacific Capital Bancorp, a California
corporation, pursuant to an Agreement and Plan of Reorganization, dated July 20,
1998 (the "Agreement"), by and between Santa Barbara Bancorp and Pacific Capital
Bancorp. Santa Barbara Bancorp was the surviving corporate entity in the Merger
and, in connection with the Merger, changed its name to "Pacific Capital
Bancorp" (the surviving corporation is referred to herein as the "Company").
As a result of the Merger, and in accordance with the terms of the Agreement,
each share of common stock of the former Pacific Capital Bancorp, no par value
per share, outstanding on the effective date of the Merger was converted into
the right to receive 1.935 shares of common stock, no par value per share (the
"Company Common Stock"), of the Company, with cash in lieu of fractional shares.
Approximately 8,756,668 shares of Company Common Stock will be issued to the
prior shareholders of Pacific Capital Bancorp as consideration in the Merger. In
addition, pursuant to the terms of the Agreement, all outstanding and
unexercised options (the "Pacific Stock Options") to purchase shares of common
stock of Pacific Capital Bancorp granted under various stock option plans
maintained by Pacific Capital Bancorp were assumed by the Company and were
converted automatically on the effective date of the Merger into stock options
to purchase shares of Company Common Stock. At the effective date of the Merger,
the Stock Options were converted into stock options to purchase 550,139 shares
of Company Common Stock.
The principles followed in fixing the exchange ratio in the Merger were based on
negotiations between the parties. The Merger was accounted for as a "pooling of
interests" under generally accepted accounting principles. A copy of the
Company's press release announcing the consummation of the Merger and name
change is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
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Item 5. Other Events.
Matters related to the Merger:
Name Change: On December 30, 1998, Santa Barbara Bancorp and Pacific Capital
Bancorp announced the completion of their merger (the "Merger"). As a result of
the Merger, the name of Santa Barbara Bancorp, the surviving corporation in the
Merger, was changed to "Pacific Capital Bancorp" (defined herein as the
"Company"). The shareholders of both corporations approved the Merger, including
the name change, at separate special meetings of shareholders, each held on
December 15, 1998.
Although the name of Santa Barbara Bancorp has changed to Pacific Capital
Bancorp, the common stock, no par value per share (the "Company Common Stock"),
of the Company will continue to trade on the NASDAQ National Market under the
symbol "SABB." As a result of the name change, the CUSIP number with respect to
the Company Common Stock has changed to 69404P-10-1.
Officers and Directors of the Company: The executive officers of Santa Barbara
Bancorp continue to serve as the executive officers of the Company. In addition,
each of D. Vernon Horton (Chairman of the Board and Chief Executive Officer of
Pacific Capital Bancorp) and Clayton C. Larson (President and Chief
Administrative Officer of Pacific Capital Bancorp) were each appointed as Vice
Chairmen of the Company upon completion of the Merger.
As a result of the Merger, the board of directors of the Company was expanded to
include representation of directors from each of Santa Barbara Bancorp and
Pacific Capital Bancorp. The board of directors of the Company includes all of
the current members of the board of directors of Santa Barbara Bancorp and four
directors who served as directors of the former Pacific Capital Bancorp. These
individuals are: Clayton C. Larson, D. Vernon Horton, Roger C. Knopf and William
H. Pope.
Subsidiaries of the Company: As a result of the Merger, the subsidiaries of the
Company now include, Santa Barbara Bank & Trust, First National Bank of Central
California (including its affiliate, South Valley National Bank), Sanbarco
Mortgage Company and Pacific Capital Services Corporation.
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
(b) Pro Forma Financial Information
The financial statements of the business acquired and pro forma financial
information otherwise required by this Item 7 are not included because they are
substantially the same as the financial information included in the Company's
registration Statement on Form S-4 (Registration No. 333-64093) filed in
relation to the Merger previously discussed in response to Item 2.
(c) Exhibits:
2.1 Agreement and Plan of Reorganization, dated July 20, 1998, by and
between Santa Barbara Bancorp and Pacific Capital Bancorp (Incorporated
by reference to Exhibit No. (2)(a) to Registration Statement on Form S-4
(Registration No. 333-64093)).
2.2 Agreement and Plan of Merger, dated July 29, 1998, by and between Santa
Barbara Bancorp and Pacific Capital Bancorp (Incorporated by reference
to Exhibit (2)(b) to Registration Statement on Form S-4 (Registration
No. 333-64093)).
99.1 Press release, dated December 30, 1998, titled "Merger of Santa Barbara
Bancorp and Pacific Capital Bancorp Completed."
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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 by the
undersigned hereunto duly authorized.
PACIFIC CAPITAL BANCORP
(f/k/a Santa Barbara Bancorp)
(Registrant)
Date: January 13, 1999 By:
Name: Donald Lafler
Title: Chief Financial Officer
<PAGE>
Exhibit 99.1
MERGER OF SANTA BARBARA BANCORP AND PACIFIC
CAPITAL BANCORP COMPLETED
Wednesday, December 30, 1998 08:29 p.m.
SANTA BARBARA, Calif. -- (BUSINESS WIRE) -- Dec. 30, 1998 --
Summary
Santa Barbara Bancorp (Nasdaq: SABB) and Pacific Capital Bancorp of Salinas,
Calif. (Nasdaq: PABN), Wednesday announced the completion of their merger.
Santa Barbara Bancorp is the surviving company in the Merger, and as a result of
the Merger, assumed the name Pacific Capital Bancorp, a name that more
accurately reflects the geographic reach of the company's subsidiary community
banks. Shares of the new Pacific Capital Bancorp will trade on the Nasdaq
National Market System under the symbol SABB beginning Dec. 31, 1998.
Detail
This Merger of equals between these two community bank holding companies located
on the Central Coast of California was announced July 20, 1998. The resulting
company will be the parent company for Santa Barbara Bank & Trust in Santa
Barbara and Ventura counties, First National Bank of Central California in
Monterey and Santa Cruz counties, and its affiliate, South Valley National Bank
in Santa Clara and San Benito counties.
After each of the old Pacific Capital Bancorp shareholders exchange their
existing shares for 1.935 shares of the new company, approximately 24.14 million
shares of the new Pacific Capital Bancorp will be outstanding. At the current
share price, the market value of the shares of the new company currently is
expected to be about $600 million.
According to David W. Spainhour, president and chief executive officer of the
new Pacific Capital Bancorp, the combination of these two award-winning
community bank holding companies represents an exceptional opportunity for
customers and shareholders.
Spainhour stated: "The increased financial strength and efficiency of the
combined operations and the ability to provide additional products and services
will make this new company the premier community bank franchise for California."
"This Merger is an example of how community banks can partner together,
enhancing their ability to compete with the financial service giants while
remaining committed to the values of local community banking," Spainhour added.
The 1998 Annual Report for the new Pacific Capital Bancorp will be presented on
a combined basis. Because the transaction is being accounted for as a pooling of
interests, the financial condition and results of operations for prior periods
for the two companies will be restated to reflect the Merger as if it had
occurred prior to the earliest data presented.
The first quarterly cash dividend of the new Pacific Capital Bancorp of 18 cents
per share will be payable Feb. 16, 1999, to shareholders of record Jan. 26,
1999.
Contact: Santa Barbara Bancorp, Santa Barbara
David W. Spainhour, 805/564-6345
William S. "Tom" Thomas, Jr., 805/564-6216
