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): March 23, 2000
PACIFIC CAPITAL BANCORP
(Exact name of registrant as specified in its charter)
California 0-11113 95-3673456
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(State or other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation or Number) Identification Number)
Organization)
200 East Carrillo 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)
<PAGE>
Item 5. Other Events.
On March 23, 2000, Pacific Capital Bancorp, Santa Barbara, California (the
"Company"), announced that it had signed a definitive agreement to acquire
Thousand Oaks, California-based Los Robles Bancorp, parent company of Los Robles
Bank. Under the terms of the agreement, each outstanding share of the Los Robles
Bancorp common stock will be converted into the right to receive $23.12 in cash,
and each outstanding stock option will receive the difference between $23.12 and
the exercise price of the option in cash. The acquisition will be accounted for
under the purchase method of accounting for business combinations. The
transaction is subject to regulatory approval and the approval of shareholders
of Los Robles Bancorp.
A copy of the Company's press release announcing execution of the
definitive agreement with Los Robles Bancorp is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
On April 10, 2000, the Company issued a press release announcing its
earnings for the quarter ending March 31, 2000, a copy of which is attached as
Exhibit 99.2 to this Current Report on Form 8-K.
Forward-Looking Statements
Certain statements contained in this report that are not historical facts
including, but not limited to, statements that can be identified by the use of
forward-looking terminology such as "may", "will", "expect", "anticipate",
"predict", "plan", "estimate" or "continue" or the negative thereof or other
variations thereon, or comparable terminology, are forward-looking statements
within the meaning of the Private Security Litigation Reform Act of 1995, that
involve a number of risks and uncertainties. The actual results of the future
events described in such forward-looking statements in this report may differ
materially from those stated in such forward-looking statements. Among the
factors that could cause actual results to differ materially are the risks and
uncertainties set forth from time to time in the company's periodic reports,
filings and other public statements.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release, dated March 23, 2000, titled
"Pacific Capital Bancorp Agrees to Acquire Los Robles
Bancorp"
99.2 Press release, dated April 10, 2000, titled
"Pacific Capital Bancorp Announces Highest Ever
Quarterly Earnings"
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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
(Registrant)
Date: April 10, 2000 By: /s/ Donald Lafler
---------------------------------------
Name: Donald Lafler
Title:Chief Financial Officer
<PAGE>
EXHIBIT 99.1
PACIFIC CAPITAL BANCORP
AGREES TO ACQUIRE
LOS ROBLES BANCORP
Santa Barbara and Thousand Oaks, California, March 23, 2000 - Pacific
Capital Bancorp (Nasdaq:SABB), holding company for Santa Barbara Bank & Trust
and First National Bank of Central California, including its affiliate South
Valley National Bank, announced today that it has signed a definitive agreement
to acquire Thousand Oaks, California-based Los Robles Bancorp (OTC BB:LSRB),
parent company of Los Robles Bank.
The acquisition will be accounted for under the purchase method of
accounting for business combinations, and is expected to be accretive to Pacific
Capital Bancorp's earnings in the first full year of operations. Under the terms
of the agreement, each outstanding share of Los Robles Bancorp common stock will
be converted into the right to receive $23.12 in cash, and each outstanding
stock option will receive the difference between $23.12 and the exercise price
of the option in cash. This places the value of the transaction at approximately
$32.5 million, representing 2.73 times Los Robles' book value at December 31,
1999, and 15.6 times 1999 earnings.
The transaction, which is subject to regulatory approval and the approval
of shareholders of Los Robles Bancorp, is expected to close during the third
quarter of 2000. Upon its completion, it is anticipated that Los Robles Bank
will be merged into Santa Barbara Bank & Trust, although it will initially
continue to operate under the Los Robles Bank name.
Los Robles Bank operates three banking offices, one each in Thousand Oaks,
Westlake Village, and Camarillo, and has two loan production offices, one in
Thousand Oaks and one in Orange County. Santa Barbara Bank & Trust operates a
total of 27 offices, eight of them in North Santa Barbara County, 10 in South
Santa Barbara County, and nine in Ventura County, in the communities of
Camarillo, Oxnard, Santa Paula, Fillmore, Pt. Hueneme and Ventura.
At December 31, 1999, Los Robles Bancorp reported net income of $2,084,000
and assets of nearly $149 million. Pacific Capital Bancorp reported earnings of
$44.3 million, and assets of $2.78 billion at year-end 1999.
According to William S. Thomas, Jr., Vice Chairman & Chief Operating
Officer of Pacific Capital Bancorp, and President & Chief Executive Officer of
Santa Barbara Bank & Trust, "For some time, we have recognized the tremendous
potential for building new customer relationships in the dynamic Conejo Valley,
and have been actively seeking an appropriate site for a Santa Barbara Bank &
Trust loan production office, with the intent of increasing our presence in this
high-growth market in the future. Los Robles Bank has a demonstrated track
record of success serving its business customers, so joining forces with them in
this fashion presents a timely and strategic opportunity for Santa Barbara Bank
& Trust to accelerate its entry into this very attractive market."
Los Robles Bank was recognized in 1998 by the Thousand Oaks/Conejo Valley
Chamber of Commerce as the outstanding choice for "Business of the Year" and for
three consecutive years (1997-1999), was voted "Best Bank in the Conejo Valley"
in the Readers' Choice Awards conducted by the Daily News of Los Angeles/Ventura
counties. Los Robles Bank supports many community activities and events and
specializes in providing businesses, professionals and entrepreneurs with the
experienced management expertise of a major bank and the personal attention of a
local community bank.
"We are very enthusiastic about our alliance with Pacific Capital
Bancorp," said Robert B. Hamilton, President & CEO of Los Robles Bancorp.
"Through Los Robles Bank, we have been privileged to serve our loyal customers
in the Conejo Valley since 1987. We believe it is strategically wise to partner
with an organization that shares the same operating philosophy of demonstrated
exceptional customer relations and service to the community. This is a unique
opportunity for our staff of professional bankers to continue to serve these
markets with greater technological capabilities, additional financial products
and services, and the higher loan limits required of today's financial service
providers. We are pleased to have such a strong and well-respected partner in
Pacific Capital Bancorp, a premier community bank network."
Last month, Pacific Capital Bancorp announced its agreement to acquire
Hollister, California-based San Benito Bank (OTC BB:SABH), a transaction that
represents significant opportunity for in-market savings. San Benito Bank, with
net income of $2.26 million and assets of $201 million at December 31, 1999,
operates three offices in San Benito County and one office in Santa Clara
County. The acquisition is subject to regulatory and San Benito Bank shareholder
approval, which is expected by the end of second quarter 2000.
In other news this week, on Monday, Pacific Capital Bancorp announced an
11- percent increase in its quarterly dividend, from $0.18 to $0.20 per share,
in recognition of the Company's strong upward trend in earnings during 1999.
#####
This press release contains forward-looking statements with respect to the
financial condition, results of operation and business of Pacific Capital
Bancorp. These include statements that relate to or are dependent on estimates
or assumptions relating to the prospects of continued loan growth, improved
credit quality and certain operating efficiencies resulting from the integration
of combined operations. These forward-looking statements involve certain risks
and uncertainties. Factors that may cause actual results to differ materially
from those contemplated by such forward-looking statements include, among
others, the following possibilities: (1) competitive pressure among financial
services companies increases significantly; (2) changes in the interest rate
environment reduce interest margins; (3) general economic conditions,
internationally, nationally or in the State of California are less favorable
than expected; (4) legislation or regulatory requirements or changes adversely
affect the business in which the combined organization will be engaged; and (5)
other risks detailed in the Pacific Capital Bancorp reports filed with the
Securities and Exchange Commission.
Contact: William S. Thomas, Jr., Vice Chairman & Chief Operating Officer
Pacific Capital Bancorp, (805) 564-6216
Robert B. Hamilton, President & Chief Executive Officer
Los Robles Bancorp, (805) 373-6763
Deborah K. Lewis, Vice President & Public Relations Manager
Pacific Capital Bancorp, (805) 884-6680
<PAGE>
EXHIBIT 99.2
PACIFIC CAPITAL BANCORP
ANNOUNCES HIGHEST EVER
QUARTERLY EARNINGS
Santa Barbara, California, April 10, 2000 -- Pacific Capital Bancorp
(Nasdaq: SABB) today announced record net income of $19.8 million for the first
quarter of 2000, up $5.3 million, or 36.5%, compared to earnings in the first
quarter of 1999. This marks the highest ever increase in quarter over quarter
earnings in the Company's history and the 18th consecutive quarter of higher
operating earnings achieved than in the comparable quarter of the prior year.
Diluted earnings per share for the period ended March 31, 2000, were $0.80, an
increase of 35.6% over the $0.59 earnings per share for the comparable period in
1999.
Pacific Capital Bancorp, with $3.5 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, a 37-branch California community
bank network serving communities from Morgan Hill in the north to Camarillo in
the south.
"We are extremely pleased to report such a significant increase in our
quarterly earnings on behalf of our shareholders," said William S. Thomas, Jr.,
Vice Chairman & Chief Operating Officer of the Company. "Over a year ago, we
expanded our vision to build a network of locally-managed community banks,
strategically located in some of the premier markets in California, that would
stand out above the financial services providers along the Central Coast. We
believe that these financial results, which represent solid growth in all of our
markets and across all of our business lines, demonstrate the viability and
long-term earnings potential of this strategy."
The substantial increase in results for the first quarter 2000 compared to
the same period in the prior year was led by the extremely vigorous performance
of the Company's Refund Anticipation Loan (RAL) and Refund Transfer (RT) income
tax refund programs, which operate primarily in the first quarter of each year.
The core lending, deposit, and trust activities of the Company's subsidiary
banks also produced solid increases for the first quarter. Positive loan growth
at Santa Barbara Bank & Trust and First National/South Valley National banks
resulted in an increase in loans other than RALs during the last 12 months of
$325 million, or 19.2%, a trend that is expected to continue through the year.
Net interest income for the first quarter of 2000 exceeded net interest
income for the same quarter last year by $11.4 million, or 28.1%. Another
contributor to first quarter earnings was increased fee income from the
Company's highly respected Trust & Investment Services Division. The division
produced $3.8 million in fees compared to $3.4 million in the first quarter of
1999.
For the first quarter, the Company's return on average equity and return
on average assets were 32.5% and 2.3%, respectively, compared to 26.6% and 2.1%
for the first quarter of 1999.
"Our select geography tends to be more resilient in higher interest rate
environments, which we believe will continue to favorably impact our earnings,"
said Thomas. "Additionally, we have a diversity of product and business lines,
including our income tax refund and trust programs, which are not interest
sensitive, and have therefore not been negatively impacted by recent interest
rate hikes or the anticipation of future increases."
Nonperforming assets at the end of the first quarter remained stable at
0.41% of total assets, lower than the average 0.58% in nonperforming assets as a
percentage of total assets for the Company's peer group banks as of year end
1999. The general trend of credit quality remains stable over all loan
categories.
With the recent increases in interest rates, during the first quarter, the
Company took the opportunity to sell some of its securities that had been
purchased when interest rates were significantly lower and repositioned the
funds in higher yielding securities of equal credit caliber. Yields on these
funds were increased by 189 basis points by this action.
During the first quarter, Pacific Capital Bancorp announced two separate
acquisition agreements that it believes will enhance earnings in the future. On
March 23, the Company signed a definitive agreement to acquire Thousand Oaks,
California-based Los Robles Bancorp (OTC BB:LSRB), parent company of Los Robles
Bank, which operates three banking offices, one each in Thousand Oaks, Westlake
Village, and Camarillo, and two loan production offices, one in Thousand Oaks
and one in Orange County. At December 31, 1999, Los Robles Bancorp reported net
income of nearly $2.1 million and assets of $149 million. On February 3, Pacific
Capital Bancorp announced an agreement to acquire Hollister, California-based
San Benito Bank (OTC BB:SABH), which operates three offices, in Hollister, San
Juan Bautista, and Gilroy. At December 31, 1999, San Benito Bank reported net
income of $2.26 million and assets of $201 million. Both transactions are
expected to be accretive to earnings in the first year of operations, are
subject to regulatory approval and the approval of shareholders of the acquired
banks, and are expected to close in the second or third quarter of this year.
In March, in keeping with its stated intent to distribute 35%-40% of
earnings to shareholders, the Board of Directors declared an 11-percent increase
in its quarterly cash dividend, from $0.18 to $0.20 per share, payable May 16,
2000, to shareholders of record as of April 25, 2000. According to Thomas, the
board increased the dividend in recognition of Pacific Capital Bancorp's record
operating earnings in 1999 of $44.3 million, up 16.8% over earnings for 1998,
and the anticipated substantial increase in earnings for the first quarter of
2000 over the same quarter of 1999.
Santa Barbara Bank & Trust serves customers from 27 offices throughout
Santa Barbara and West Ventura counties. First National Bank maintains offices
in Monterey, Salinas (2), 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 through the only self-contained,
full-service trust operation located between San Jose and Los Angeles, and
provide the largest ATM network along the Central Coast.
This press release contains forward-looking statements with respect to the
financial condition, results of operation and business of Pacific Capital
Bancorp. These include statements that relate to or are dependent on estimates
or assumptions relating to the prospects of continued loan growth, improved
credit quality, the operating characteristics of the Company's income tax refund
programs, and certain operating efficiencies resulting from the integration of
combined operations. These forward-looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially from
those contemplated by such forward-looking statements include, among others, the
following possibilities: (1) competitive pressure among financial services
companies increases significantly; (2) changes in the interest rate environment
reduce interest margins; (3) general economic conditions, internationally,
nationally or in the State of California are less favorable than expected; (4)
earnings derived from the Company's income tax refund loan program fall below
expectations; (5) legislation or regulatory requirements or changes adversely
affect the business in which the combined organization will be engaged; and (6)
other risks detailed in the Pacific Capital Bancorp reports filed with the
Securities and Exchange Commission.
For Information Contact:
David W. Spainhour (805) 564-6345
President & Chief Executive Officer
William S. Thomas, Jr. (805) 564-6216
Vice Chairman & Chief Operating Officer
Deborah K. Lewis
Vice President & Public Relations Manager (805) 884-6680
<PAGE>
PACIFIC CAPITAL BANCORP
Summary Financial Data (Unaudited)
(In thousands except per share earnings):
For the Three-Month
Periods Ended
March 31,
2000 1999
Interest income from:
Loans $61,872 $ 43,193
Securities 10,638 11,264
Federal funds sold and
resell agreements 4,765 1,970
Bankers' acceptances and
commercial paper 184 257
Total interest income 77,459 56,684
Interest expense on:
Deposits 22,921 15,277
Federal funds purchased and
repurchase agreements 671 262
Other borrowed funds 2,085 731
Total interest expense 25,677 16,270
Net interest income 51,782 40,414
Provision for loan losses 5,573 3,719
Net interest income after
provision for loan losses 46,209 36,695
Other operating income:
Service charges on deposits 2,361 2,235
Trust fees 3,823 3,409
Other service charges,
commissions and fees, net 9,775 8,537
Net (loss) on securities
transactions (499) (177)
Other operating income 278 267
Total other income 15,738 14,271
Other operating expense:
Salaries and benefits 14,632 12,795
Net occupancy expense 2,769 2,258
Equipment expense 1,440 1,560
Other expense 10,040 10,912
Total other
operating expense 28,881 27,525
Income before income taxes 33,066 23,441
Income taxes 13,246 8,920
Net income $19,820 $ 14,521
Earnings per share - basic $0.81 $0.60
Earnings per share - diluted $0.80 $0.59
Average shares for
basic earnings per share 24,568 24,240
Average shares for
diluted earning per share 24,848 24,612
Taxable Equivalent Adjustment $1,393 $1,431
Average Earning Assets
(excl of FAS 114
market value adj.) $3,275,139 $2,611,022
Net interest margin
(tax-equivalent) 6.53% 6.43%
Average Assets $3,475,295 $2,789,122
Average Equity $245,627 $219,686
<PAGE>
As of As of As of
3/31/00 12/31/99 3/31/99
Selected Balance Sheet Accounts:
Loans $2,061,698 $1,981,879 $1,707,761
Assets $3,544,610 $2,879,282 $2,700,262
Deposits $3,048,636 $2,440,181 $2,361,710
Capital $ 250,113 $ 234,573 $ 224,191
Actual shares
outstanding at end of period 24,605 24,554 24,347
Nonperforming assets:
Loans past due 90
days or more $ 2,772 $ 80 $ 301
Nonaccrual loans 11,666 14,152 17,915
Total nonperforming loans 14,438 14,232 18,216
Other real estate owned and
other foreclosed assets -- -- --
Total nonperforming assets $14,438 $14,232 $18,216
Nonperforming assets as a
percentage of total assets 0.41% 0.49% 0.68%
Allowance for non-RAL credit
losses as a percentage o
nonperforming loans 191% 198% 163%
