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FILED BY: PACIFIC CAPITAL BANCORP
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: SAN BENITO BANK
COMMISSION FILE NO.: 0-11113
CONTACT: Ed Stephenson
San Benito Bank
(831) 637-2265
Clay Larson
First National Bank
(831) 657-1800
SAN BENITO BANK SHAREHOLDERS
APPROVE MERGER
WITH PACIFIC CAPITAL BANCORP
SALINAS, CALIFORNIA, JUNE 21, 2000 - At a special meeting held
yesterday, the shareholders of Hollister, California-based San Benito Bank
(OTC BB:SABH) approved the merger between San Benito Bank and Pacific Capital
Bancorp (Nasdaq:SABB), holding company for First National Bank of Central
California, its affiliate South Valley National Bank, and Santa Barbara Bank
& Trust. Of the San Benito shareholders voting on the transaction, over 80%
voted in favor of the merger, which represents approximately 63.5% of the
total number of shares outstanding. The transaction is expected to be
completed in late-July 2000 following the receipt of the remaining regulatory
approvals.
Following the completion of the transaction, San Benito Bank will
become an affiliate of First National Bank of Central California and continue
to operate under the San Benito Bank name and under the leadership of
President Edward T. Stephenson, who will remain in that role.
"We are very pleased at this continued vote of confidence from our
loyal shareholders in our vision for this company," said Stephenson,
President & Chief Executive Officer of San Benito Bank. "We firmly believe
that our strategic alliance with Pacific Capital Bancorp provides an
attractive opportunity for our shareholders, who will benefit from owning
stock in a company with greater market liquidity, a favorable dividend
policy, and a history of excellent earnings and growth. Additionally, our
partnership with such a highly respected community bank network will allow us
to preserve the name and identity of San Benito Bank and continue serving our
customers and our communities as we have for many years."
"San Benito Bank, First National Bank and South Valley National
Bank all have strong reputations for providing their customers and
communities with the highest quality
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service available in the market today," said Clayton C. Larson, Vice Chairman
of Pacific Capital Bancorp and President of First National Bank of Central
California. "We look forward to continuing to provide that tradition of high
quality customer service delivered from local bankers familiar with the
financial services needs of their friends and neighbors. In addition, San
Benito Bank will soon have the ability to provide its customers with a
significantly broader selection of products and services, including an
extensive line-up of premier trust and investment management choices, which
will further enhance their customers' banking relationship."
The acquisition of San Benito Bank presents a significant
opportunity for in-market savings and is expected to be accretive to Pacific
Capital Bancorp earnings within the first full year of operations following
completion of the transaction. It will be accounted for under the pooling of
interests method of accounting for business combinations. Under the terms of
the agreement approved by the shareholders of San Benito Bank, each
outstanding share of San Benito Bank common stock will be converted into the
right to receive .605 shares of Pacific Capital Bancorp common stock.
San Benito Bank operates three offices in San Benito County, in
the communities of Hollister and San Juan Bautista, and an office in Gilroy,
in Santa Clara County. Pacific Capital Bancorp is the parent of a 37-office
community bank network serving customers in six Central Coast counties. First
National Bank of Central California maintains branches 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. Santa Barbara Bank & Trust operates 27 offices in Santa Barbara and
Ventura counties.
For the quarter ended March 31, 2000, San Benito Bank reported net
income of $568,000 and total assets of $200.8 million, and Pacific Capital
Bancorp reported earnings of $19.8 million and total assets of $3.5 billion.
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.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
FOR SALE. PACIFIC CAPITAL BANCORP PREVIOUSLY FILED A REGISTRATION STATEMENT
ON FORM S-4 WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH
THE SECURITIES OF PACIFIC CAPITAL
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BANCORP TO BE OFFERED AND ISSUED TO SHAREHOLDERS OF SAN BENITO BANK IN THE
PROPOSED TRANSACTION. THE REGISTRATION STATEMENT INCLUDES A PROSPECTUS/PROXY
STATEMENT, WHICH WAS PREVIOUSLY SENT TO SHAREHOLDERS OF SAN BENITO BANK
SEEKING THEIR APPROVAL OF THE TRANSACTION. THE REGISTRATION STATEMENT CAN BE
OBTAINED FREE OF CHARGE AT THE INTERNET WORLD WIDE WEBSITE MAINTAINED BY THE
SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV.
