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): JUNE 30, 2000
PACIFIC CAPITAL BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-11113 95-3673456
(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization) identification number)
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.
Effective June 30, 2000, Pacific Capital Bancorp, Santa Barbara,
California (the "Company"), completed its acquisition of all of the outstanding
capital stock of Los Robles, Bancorp, the bank holding company for Los Robles
Bank, Thousand Oaks, California. The Company acquired Los Robles Bancorp through
the statutory merger (the "Merger") of Interim Los Robles, Inc., a wholly owned
subsidiary of the Company, with and into Los Robles Bancorp, with Los Robles
Bancorp being the surviving corporation in the Merger. The total cash
consideration paid by the Company was approximately $32.5 million. The Merger
was approved by the shareholders of Los Robles Bancorp at an annual meeting held
on June 22, 2000.
Effective July 3, 2000, Los Robles Bancorp was then merged with and
into Pacific Capital Bancorp in a short-form merger. As a result of this
short-form merger, Los Robles Bank is currently held as a direct, wholly owned
subsidiary of the Company.
A copy of the Company's press release announcing its completion of the
acquisition of Los Robles Bancorp and Los Robles Bank is attached as Exhibit
99.1 to this Current Report and is incorporated herein by this reference.
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.
Exhibit No. Description
99.1 Press Release dated July 5, 2000.
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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: July 7, 2000 By:
William S. Thomas, Jr, President
and CEO
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of Pacific Capital Bancorp, dated July 5, 2000,
announcing completion of acquisition of Los Robles Bancorp
and Los Robles Bank
<PAGE>
EXHIBIT 99.1
Contact: Deborah Lewis
(805) 884-6680
PACIFIC CAPITAL BANCORP
COMPLETES ACQUISITION OF
LOS ROBLES BANCORP AND
LOS ROBLES BANK
Santa Barbara, California, July 5, 2000 - Pacific Capital Bancorp
(Nasdaq:SABB)announced today that its acquisition of Thousand Oaks,
California-based Los Robles Bancorp (OTC BB:LSRB), parent company of Los Robles
Bank, was completed on June 30, 2000.
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. The total cash
consideration paid by Pacific Capital Bancorp was approximately $32.5 million.
"Los Robles Bank has a demonstrated track record of success in serving its
customers, and has repeatedly been voted `best bank in the Conejo Valley,'" said
William S. Thomas, Jr., President & CEO of Pacific Capital Bancorp. "We are
pleased to welcome this fine organization into the Pacific Capital Bancorp
family, and believe there is tremendous potential for new business in this high
growth market which we anticipate will be very receptive to the enhanced
technological capabilities, additional financial products and services, and
higher loan limits that will now be available through our community bank
network."
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 27
offices, 18 of them in Santa Barbara County; with an 11th office planned to open
in Goleta in August; and nine in Ventura County, in the communities of
Camarillo, Oxnard, Santa Paula, Fillmore, Pt. Hueneme and Ventura.
Pacific Capital Bancorp, with $3.5 billion in assets, is now a 40-office
community-banking network serving customers in six Central Coast counties. In
addition to Santa Barbara Bank & Trust and Los Robles Bank, it is also parent to
First National Bank of Central California and its affiliate South Valley
National Bank. First National 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.
For the quarter ended March 31, 2000, Los Robles Bancorp reported net
income of $608,000 and total assets of $161.5 million, and Pacific Capital
Bancorp reported earnings of $19.8 million and total assets of $3.5 billion.
In related news, final approvals are also pending on Pacific Capital
Bancorp's acquisition of Hollister, California-based San Benito Bank (OTC
BB:SABH), which operates three offices in San Benito County and one in Santa
Clara County. The acquisition received shareholder approval June 20, and is
expected to close in late July.
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.
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