SOUTH VALLEY BANCORPORATION
8-K, 1996-10-25
STATE COMMERCIAL BANKS
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<PAGE>   1
                       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): 10-22-96
                                                             --------

                           SOUTH VALLEY BANCORPORATION
              ---------------------------------------------------- 
             (exact name of registrant as specified in its charter)

  California              2-78293-LA                              #94-2818095
- -----------------      -----------------                         --------------
(state or other        (Commission File)                         (IRS Employer
 jurisdiction of                                                 Identification
 incorporation)                                                    Number)


               500 Tennant Station, Morgan Hill, California 95037
              ---------------------------------------------------- 
              (address of principal executive office and zip code)

        Registrant's telephone number (including area code): 408-778-1510
                                                             ------------

                                      None
                         ------------------------------- 
                         (former name or former address,
                          if changed since last report)


                                                                     Page 1 of 5
                                                         Exhibit Index at Page 3
<PAGE>   2
Item 5.           Other Events

                  (a)      The shareholders of South Valley Bancorporation took
                           the following action at a Special Meeting of
                           Shareholders held on October 16, 1996 at the Golden
                           Oak Restaurant located at 16695 Condit Road, Morgan
                           Hill, California:

                           Approved the proposal to adopt and approve the
                           Agreement and Plan of Reorganization, dated as of
                           July 18, 1996, by and between Pacific Capital Bancorp
                           and South Valley Bancorporation, as follows:

                           Votes
                                 For:  948,374  Against:  7,724  Abstain:  1,437
                                 ---            -------          -------

                  (b)      South Valley Bancorporation reports third quarter 
                           earnings and declares cash dividend.

Item 7.           Financial Statements and Exhibits

                  (a)      None

                  (b)      None

                  (c)      Exhibits.
                           See Press Release attached as Exhibit 99.1 and made a
                           part hereof.





                                   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, thereunto duly authorized.


                                        South Valley Bancorporation, Registrant



                                        By:       /s/ Richard L. Conniff
                                            ____________________________________
                                                  Richard L. Conniff
                                                  Chief Financial Officer


                                                                     Page 2 of 5
<PAGE>   3
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


Exibit No.                    Description                               Page No.
- ----------                    -----------                               --------

<S>                <C>                                                  <C>
   99.1            Press Release dated October 22, 1996                     4

</TABLE>

<PAGE>   1
                       [SOUTH VALLEY NATIONAL BANK LOGO]

                                  [LETTERHEAD]

               FOR IMMEDIATE RELEASE                            October 22, 1996

For more information
Contact Brad L. Smith (408) 848-2161


                           SOUTH VALLEY BANCORPORATION
                         REPORTS THIRD QUARTER EARNINGS
                             DECLARES CASH DIVIDEND

         Morgan Hill, CA -- South Valley Bancorporation ("Company"), parent
company for South Valley National Bank ("Bank") reported earnings for the third
quarter ending September 30, 1996 and declared a cash dividend of $.10 per
share. The Company reported net income for the first nine months of 1996 of
$1,460,000 or $1.08 per share, with net income for the quarter ended September
30, 1996 of $425,000 or $.31 per share. This compares to $1,116,000 or $.85 per
share, and $333,000 or $.25 per share, respectively, for the same periods in
1995.

         On July 18, 1996, the Company and Pacific Capital Bancorp ("Pacific
Capital") entered into an agreement whereby the Company would be acquired by
Pacific Capital, which would then operate two subsidiaries, First National Bank
of Central California and South Valley National Bank. The Agreement was approved
by the Company's shareholders at a special shareholders meeting on October 16,
1996 and is expected to be completed during the fourth quarter of 1996, subject
to applicable regulatory approval and the approval of Pacific Capital's
shareholders.

         Quarter and year to date 1996 income reported above includes
approximately $245,000 in expenses associated with the Company's merger with
Pacific Capital. Net income from continuing operations without the merger
expenses (adjusted for income taxes) would have been $633,000, or $.46 per
share, for the quarter ended
<PAGE>   2
September 30, 1996 and $1,668,000, or $1.24 per share, for the first nine months
of 1996.

         Total assets of the Company grew to $183,230,000 at September 30, 1996,
representing an increase of 12.4% over $162,991,000 reported one year earlier.
Net loans at September 30, 1996 grew to $102,021,000 representing an increase of
18.7% over $85,979,000 at September 30, 1995.

         As a result of the Company's continuing earnings performance, the Board
of Directors of South Valley Bancorporation declared a cash dividend of $.10 per
share for the shareholders of record on October 25, 1996, to be paid on November
8, 1996.

         South Valley Bancorporation's subsidiary, South Valley National Bank is
an independent community bank opened in 1983 with offices in Morgan Hill,
Gilroy, Hollister and San Juan Bautista.

                                       ###



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