SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended: December 31, 1995
or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission File Number: 0-13528
PACIFIC CAPITAL BANCORP
------------------------------------------------------------------------
(Exact Name of registrant as specified in its charter)
California 77-0003875
------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
307 Main Street, Salinas, California 93901
------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (408) 757-4900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO _____
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ X ]
Aggregate market value of Common Stock held by nonaffiliates of Pacific Capita
Bancorp at March 1, 1996: $53,050,518 Number of shares of Common Stock
outstanding at March 1, 1996: 2,600,588
Documents Incorporated by Reference:
Not Applicable
THIS REPORT INCLUDES A TOTAL OF _15__ PAGES
<PAGE>
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
The following table sets forth certain information with respect
to those persons nominated by the Board of Directors for election as
directors, as well as all directors and executive officers of the Company
as a group. All of the shares shown in the following table are owned both
of record and beneficially, and the person named possesses sole voting
power, except as otherwise indicated in the notes to the table.
<CAPTION>
Shares Beneficially
Owned As of
March 15, 1996(1)
-------------------------------
Positions and Offices Held Director of the Percent of
Nominee Age With the Company and the Bank Company Since Amount Class
- ------- --- ----------------------------- ------------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Charles E. 70 Director of the Company 1983 24,665(2) .94%
Bancroft and the Bank
Gene 54 Director of the Company 1990 26,559(2)(3) 1.01%
DiCicco and the Bank
Lewis L. 70 Director of the Company 1983 32,447(2)(4) 1.28%
Fenton and the Bank
Gerald T. 67 Director of the Company 1983 22,834(2) .87%
Fry and the Bank
James L. 58 Secretary and Director of 1983 30,134(2) 1.15%
Gattis the Company and Bank
Stanley R. 56 Chairman of the Board of Directors of 1983 38,222(2)(5) 1.46%
Haynes the Company and the Bank
D. Vernon 56 Chief Executive Officer and 1983 69,302(6) 2.65%
Horton Director of the Company;
President, Chief Executive Officer
and Director of the Bank
Hubert W. 69 Director of the Company 1990 37,961(2) 1.45%
Hudson and the Bank
William J. 63 Director of the Company 1983 31,419(2)(7) 1.20%
Keller and the Bank
Clayton C. 49 President and 1983 76,758(8) 2.93%
Larson Director of the Company;
Executive Vice President,
Chief Administrative Officer
and Director of the Bank
William S. 62 Vice Chairman of the Board of 1983 50,697(2)(9) 1.94%
McAfee Directors of the Company and the Bank
William H. 68 Director of the Company 1983 33,872(2)(10) 1.29%
Pope and the Bank
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially
Owned As of
March 15, 1996(1)
------------------------------
Positions and Offices Held Director of the Percent of
Nominee Age With the Company and the Bank Company Since Amount Class
- ------- --- ----------------------------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
William K. 69 Director of the Company 1990 43,531(2)(11) 1.66%
Sambrailo and the Bank
Robert B. 73 Director of the Company 1983 41,247(2) 1.58%
Sheppard and the Bank
Clyn 76 Director of the Company 1984 48,945(2)(12) 1.87%
Smith, Jr. and the Bank
All directors and executive officers of the
Company as a group (17 in number) 635,754(13) 22.08%
<FN>
- ---------
(1) Adjusted to reflect a 5% stock dividend paid to shareholders of record
as of December 1, 1995.
(2) Includes 6,379 shares subject to presently exercisable options granted
under the Company's 1992 Directors' Stock Option Plan and 11,025 shares
issuable upon exercise of options granted under the Company's 1994
Stock Option Plan.
(3) Includes 6,627 shares subject to presently exercisable options granted
under the Company's 1984 Stock Option Plan and 2,528 shares held by
DiCicco Centers, a partnership in which Mr. DiCicco is a general
partner.
(4) Includes 5,422 shares held by Wells Fargo Bank, Trustee of th
Lewis L. Fenton Managed Individual Retirement Account.
(5) Includes 12,810 shares held by Stanley Haynes, trustee of the Stanley
Haynes Family Revocable Inter Vivos Trust dated 9/13/91, 3,478 shares
held by Cinderella Showcase, Inc., a corporation controlled by Mr.
Haynes, 2,231 shares held in an IRA, 438 shares held by Mr. Haynes and
his daughter as Joint Tenants, and 1,861 shares held by Mr. Haynes'
wife.
(6) Includes 18,231 shares subject to presently exercisable options granted
under the Company's 1984 Stock Option Plan and 5,909 shares allocated
as of December 31, 1995, to Mr. Horton's account pursuant to the
Company's Employee Stock Ownership Plan, 1,930 shares held in an IRA,
and 612 shares held by the 1987 First National Bank of Central
California Irrevocable Nonqualified Deferred Compensation Trust, FBO D.
Vernon Horton.
(7) Represents 7,173 shares held in an IRA and 6,842 shares held by William
James Keller and Clara Downs Keller, Trustees of the 1986 Keller
Revocable Trust U/D/T dated 9/9/86 F/B/O William James Keller and Clara
Downs Keller.
(8) Includes 18,231 shares subject to presently exercisable options granted
under the Company's 1984 Stock Option Plan and 5,799 shares allocated
as of December 31, 1995, to Mr. Larson's account pursuant to the
Company's Employee Stock Ownership Plan, 6,616 shares held in an IRA,
and 4,544 shares held in the 1987 First National Bank of Central
California Irrevocable Nonqualified Deferred Compensation Trust, FBO
Clayton C. Larson. Also includes 61 shares held for Derek Larson and 59
shares each held for Jamie Larson and Jill Larson, by Sharon Larson
under the California Uniform Gift to Minors Act and 578 shares held by
Mrs. Larson in an IRA.
<PAGE>
(9) Represents 27,276 shares held by the William S. McAfee, MD, Inc., TR
Revised Profit Sharing Plan over which Dr. McAfee exercises sole voting
and investment control and 1,471 held by a defined benefit plan of
which Dr. McAfee's wife is trustee.
(10) Includes 12,821 shares held by W. H. Pope, Inc., as to which Mr
Pope exercises sole voting and investment control and 988 shares held
in an IRA.
(11) Represents 9,819 shares held by the Charles Sambrailo Paper Company
Profit Sharing Plan over which Mr. Sambrailo exercises voting and
investment control, 129 shares held by Mr. Sambrailo and Clarence J.
Ferrari, Jr., Co-Trustees of the Charles P. Sambrailo, Jr., QTIP Trust
UTA dated 10/1/76, as amended and 16,179 shares held by William K.
Sambrailo TR, or his successor trustee under Revocable Trust Agreement
dtd 9/1/89, as amended, FBO William K. Sambrailo.
(12) Includes 1,027 shares owned by Dr. Smith's wife and 30,514 shares held
by Clyn Smith, Jr., Trustee of the Clyn Smith, Jr., Living Trust
6/3/82.
(13) Includes 48,558 shares subject to presently exercisable options granted
under the Company's 1984 Stock Option Plan, 82,927 shares subject to
presently exercisable options granted under the 1991 Director's Stock
Option Plan and 146,475 shares subject to presently exercisable options
granted under the 1994 Stock Option Plan. Also includes 18,059 shares
allocated under the Company's Employee Stock Ownership Plan.
</FN>
</TABLE>
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the executive
officers(1) of the Company:
Executive
Officer
Name Age Positions Held With the Company Since
---- --- ------------------------------- -----
D. Vernon Horton 56 Chief Executive Officer and Director 1983
Clayton C. Larson 49 President and Director 1983
Dennis A. DeCius 56 Executive Vice President and 1983
Chief Financial Officer
Dale R. Diederick 46 Senior Vice President/ 1993
Loan Administration
The following information with respect to the principal
occupation or employment of each Director and executive officer, the
principal business of the corporation or other organization in which
such occupation or employment is carried on, and in regard to other
affiliations and business experience during the past five (5) years,
has been furnished to the Company by the respective nominees for
director and by executive officers. Except for the Company's
wholly-owned banking subsidiary, the Bank, and Pacific Capital Services
Corporation (an inactive subsidiary of the Company), none of the
corporations or organizations discussed on the following pages is an
affiliate of the Company.
CHARLES E. BANCROFT is a Director, President and CEO of Sequoia
Insurance Company, a California domicile property and casualty
insurance company. He also serves as President of the Coalition of
Independent Casualty Companies of America (CICCA). He was formerly
Director and Officer for Pace America, from which he resigned in August
1994. Until June 30, 1986, Mr. Bancroft
- ----------------------------
(1) As used throughout this Proxy Statement, the term "executive officer" means
the president, any vice president in charge of a principal business
unit, division or function, any other officer or person who performs a
policy making function for the Company, and any executive officer of
any of the Company's subsidiaries who performs policy making functions
for the Company.
<PAGE>
served as Chairman, President and Chief Executive Officer of Calmutual
Insurance Company, a successor to California Mutual Insurance Company,
for which Mr. Bancroft served as Chairman and Chief Executive Officer
for eighteen years. Mr. Bancroft has also held numerous civic and
trade-related offices and directorships.
DENNIS A. DECIUS is Executive Vice President and Chief Financial
Officer of the Company, Senior Vice President and Chief Financial
Officer of the Bank, and Chief Financial Officer and Secretary of
Pacific Capital Services Corporation. Mr. DeCius' banking career began
in 1959 when he joined the Federal Reserve Bank of San Francisco.
During his nine and one-half years with the Federal Reserve Bank of San
Francisco, he held various positions and spent six years serving in the
capacity of Assistant Auditor. In 1970, he was employed by Valley
National Bank of Arizona as Assistant Branch Manager/Operations. In
1973, he moved to El Camino Bank, Anaheim, California as the Vice
President and Cashier and served in that capacity until June of 1974
when he joined Valley National Bank, Salinas, California as Vice
President and Cashier. Mr. DeCius rejoined Valley National Bank of
Arizona in 1976 as Project Coordinator. In 1979, Mr. DeCius accepted a
position with Valley Bank of Nevada as Vice President/Manager of
Depositor Services, and, during the remainder of his tenure, also
served in the positions of Vice President, Chief Auditor and Vice
President of Human Resources. In 1982, he joined Chino Valley Bank,
Chino, California as Senior Vice President and Cashier. Mr. DeCius
serves as a Director and Chairman of Western Payments Alliance.
GENE DICICCO founded and is a principal in DiCicco Nurseries,
Inc., Sunnyvale Floral Shippers, Inc., DiCicco Centers and Watsonville
Nurseries. He has had active involvement as a Board Member, President,
or Committee Chair in the Watsonville Chamber of Commerce, Rotary Club,
Watsonville Community Hospital and Watsonville YMCA. Mr. DiCicco is
presently President of the Board of Directors for Watsonville Community
Hospital. He also has held positions of responsibility in trade
organizations serving rose growers in the United States.
DALE R. DIEDERICK is Senior Vice President/Loan Administration
for First National Bank of Central California. He has been with the
Bank since 1984 and was elected an executive officer in January 1993.
Mr. Diederick was with Valley National Bank, Salinas from 1977-1984 and
served as a regional supervisor responsible for the loan operations of
nine branches prior to joining the Bank. He was a branch manager with
Household Finance Company prior to beginning his banking career. Mr.
Diederick has also served as an instructor for Robert Morris Associates
in both consumer lending and commercial lending courses.
LEWIS L. FENTON is a practicing attorney serving as of counsel
to Fenton & Keller, a professional corporation with offices in Monterey
and Salinas, and to Hoge, Fenton, Jones and Appel, Inc. of San Jose.
Mr. Fenton received his A.B. degree from Stanford University in 1948
and his L.L.B. degree from Stanford University Law School in 1950 and
has been a member of the California Bar Association since that time.
Mr. Fenton is a member of the American Bar Association, the Monterey
and Santa Clara County Bar Associations, the National Association of
Railroad Trial Counsel, the Association of Defense Counsel of Northern
California (serving as President during 1966-1967) and the
International Academy of Trial Lawyers. He is certified as an Advocate
by the American Board of Trial Advocates, the National Board of Trial
Advocates and is a fellow of the American College of Trial Lawyers.
GERALD T. FRY is the Chief Financial Officer of OPI-Office
Products, Inc. in Monterey and served as a member of the Monterey City
Council beginning in 1963, having been re-elected six times. Mr. Fry
also served as Mayor of Monterey, having been elected three times. He
has been actively engaged in the office products sales field since
1960.
JAMES L. GATTIS is a self-employed real estate developer and is
active in commercial real estate development and the renovation of
commercial buildings in Salinas. Mr. Gattis is the former owner of Jim
Gattis Men's Wear and is President of Keystone Plus, Inc. which is a
management consulting company. Mr. Gattis serves as a Founding Director
of the California International Airshow, and Director of
<PAGE>
Cherry's Jubilee, Salinas Valley Memorial Hospital Foundation,
Community Foundation for Monterey County and is a Director of the
Steinbeck Center Foundation.
STANLEY R. HAYNES has been President of Cinderella Showcase,
Inc., since 1967, a retail carpet firm with three stores in Salinas and
two stores in San Luis Obispo. Mr. Haynes is a former member of the
Evans-Black Carpets National Dealer Advisory Council, a former member
of the Board of Directors of the Retail Carpet Institute and was named
America's Floor Covering Dealer of the year in 1978.
D. VERNON HORTON is Chief Executive Officer and a Director of
the Company and President, Chief Executive Officer, and a Director of
the Bank. Mr. Horton's banking career commenced in 1964 with Valley
National Bank, Salinas. He served that bank in various capacities
including lending, operations and business development and in 1979 was
appointed Chief Executive Officer and a member of the Board of
Directors. In August of 1981 he was appointed President of Valley
National Bank. He resigned all positions with Valley National Bank on
December 31, 1983 to join the Company and the Bank. Mr. Horton is also
a Director of Pacific Capital Services Corporation. He serves as a
Director of Cherry's Jubilee and the California Rodeo Association.
HUBERT W. HUDSON is a consultant to McSherry & Hudson,
Watsonville, a general insurance agency, a position he has held since
January 1995 when he sold his partnership interest he had held since
1950. In addition to his insurance business, Mr. Hudson is an investor
in several Santa Cruz County properties including Aptos Station, a
shopping center in Aptos, and properties in the City of Watsonville
held by the partnership, Arthur Road Properties of Watsonville. He is
Past President of the Watsonville Rotary Club, Watsonville Insurance
Agents Association and Past Director of the Independent Insurance
Agents Association of California. He is a member of SCORE, a counseling
service to small businesses.
WILLIAM J. KELLER has been a practicing urologist in Salinas
since 1964. A graduate of the University of Illinois with a degree in
Chemistry, he attended medical school at the University of Illinois
Medical Center in Chicago and received his M.D. degree in 1957. His
internship in Chicago in 1957 and 1958 was followed by a four-year
residency in urology at the Southern Pacific Hospital in San Francisco.
Following a two-year tour of duty as a captain in the Medical Corps at
Womack Army Hospital in Fort Bragg, North Carolina, he moved to
Salinas. Professional activities include membership in the California
Medical Association and Monterey County Medical Society (President
1975-76). Dr. Keller is also a Fellow of the American College of
Surgeons and a Diplomate of the American Board of Urology. He is Past
President of the Salinas Rotary Club.
CLAYTON C. LARSON is President and a Director of the Company,
and Executive Vice President, Chief Administrative Officer and a
Director of the Bank. Mr. Larson's banking career commenced in 1972
when he joined Valley National Bank, as a loan officer. During his
tenure with Valley National Bank he attained the position of Senior
Vice President/Branch Administrator and in 1981 became a Director of
that bank. In addition to his duties as Branch Administrator, he was
responsible for the marketing activities of the bank and was chairman
of the salary committee. Mr. Larson is also President and a Director of
Pacific Capital Services Corporation. He serves on the Board of
Trustees of the Monterey Institute of International Studies and is
currently President of the Community Foundation of Monterey County.
WILLIAM S. McAFEE is a physician and surgeon specializing in
otolaryngology and head and neck surgery in Monterey since 1968. Dr.
McAfee graduated from Ohio Wesleyan University in 1956, received his
M.D. degree from the Ohio State University College of Medicine in 1961
and served his internship and residency between 1962 and 1966 at the
Herbert C. Moffitt - University of California Hospital in San
Francisco. He was Board certified in otolaryngology in 1966, has been a
Fellow of the American College of Surgeons since 1972 and is a Fellow
in the American Academy of Facial Plastic and Reconstructive Surgery.
Dr. McAfee is the President of the Monterey Peninsula Surgery Center.
He serves
<PAGE>
on the Monterey County Medical Society Board of Directors, is a
member of the California Medical Association and is past President of
the Monterey Rotary Club.
WILLIAM H. POPE is a retired certified public accountant. In
1960, Mr. Pope was instrumental in the formation of the firm of Kasavan
and Pope, of which he was the senior partner, which now has offices in
Salinas and Monterey. He holds memberships in the American Institute of
Certified Public Accountants as well as the California Society of
CPA's.
WILLIAM K. SAMBRAILO joined the Charles Sambrailo Paper Company,
Watsonville, a produce packaging supplies company, in 1962 and has
served as its President since 1989. He is also Secretary/Treasurer of
S&S Trucking, a common carrier, a partner in Charles Sambrailo & Sons,
and a partner in Samco Plastics, Inc., an injection mold and
manufacturing company.
ROBERT B. SHEPPARD retired in 1981 as Vice Chairman of the Board
of Directors of Allstate Insurance Companies, culminating a thirty-year
career in the insurance industry. He was President of Allstate
Insurance Companies and Allstate Enterprises, Inc. from 1973 to 1980.
Mr. Sheppard served on the Executive Committee of the United States
Olympic Committee from 1976 to 1988 and is currently a trustee of the
United States Olympic Foundation. He is also a Trustee of Community
Hospital of the Monterey Peninsula. In addition, Mr. Sheppard is a
consultant and a member of the Compensation Committee to The Doctors
Co., a medical malpractice insurer.
CLYN SMITH, JR., is a General Surgeon who began his practice in
Monterey, California in 1949 and retired from practice in 1984. Dr.
Smith graduated (A.B.) from Stanford University in 1940 and received
his M.D. degree from Stanford University School of Medicine in 1944. He
is a Fellow of the American College of Surgeons and a Diplomate of the
American Board of Surgery. He served his internship at the
Highland-Alameda County Hospital in Oakland in 1943-44 followed by two
years of military service in the Army Medical Corps. He was Resident in
Surgery at the Samuel Merritt Hospital in Oakland, CA in 1946-47 and
was Resident in Surgery at the Highland-Alameda County Hospital in
Oakland, CA in 1947-49. Professional activities include membership in
the American Medical Association, California Medical Association and
the Monterey County Medical Society, of which he is a past President.
Dr. Smith is a former member of the Board of Directors of the Carmel
Foundation and the Carmel Bach Festival.
No director or executive officer of the Company or the Bank has any family
relationship with any other director or executive officer of the Company or
the Bank.
No director or nominee as a director of the Company is a director of any company
with a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, or subject to the requirements of Section
15(d) of such Act or of any company registered as an investment company under
the Investment Company Act of 1940, as amended.
Compliance With Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and any persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the best knowledge of the Company, there are no persons who own
more than ten-percent of the Company's Common Stock.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, for the fiscal year ended
December 31, 1995, all filing requirements applicable to its officers and
directors have been satisfied.
<PAGE>
ITEM 11 EXECUTIVE COMPENSATION
Summary of Compensation
<TABLE>
The following table sets forth a summary of the compensation
paid (for services rendered in all capacities) during the Company's
past three fiscal years to D. Vernon Horton, Chief Executive Officer of
the Company, and to Clayton C. Larson, Dennis A. DeCius and Dale R.
Diederick, executive officers of the Company whose annual compensation
for 1995 exceeded $100,000.
<CAPTION>
Summary Compensation Table
- ----------------------------------------------------------------------------------------------------------------------------
Long-Term
Other Compensation
Annual Awards
Compensation ------ All Other
Name Position Year Salary Bonus (1) Options Compensation
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1995 $171,254 $155,250 $11,150 0 $90,556 (2)
D. Vernon Horton Chief Executive Officer 1994 $159,328 $135,000 $11,050 0 $57,332
1993 $153,200 $110,000 $11,492 0 $45,517
- ----------------------------------------------------------------------------------------------------------------------------
1995 $165,672 $155,250 $12,650 0 $70,575 (3)
Clayton C. Larson President 1994 $154,128 $135,000 $9,447 0 $40,866
1993 $148,200 $110,000 $13,050 0 $27,482
- ----------------------------------------------------------------------------------------------------------------------------
Executive 1995 $109,027 $67,650 $7,812 0 $63,208 (4)
Dennis A. DeCius Vice President/ 1994 $102,856 $61,500 $6,200 0 $41,026
Chief Financial Officer 1993 $98,900 $50,000 $6,200 0 $28,533
- ----------------------------------------------------------------------------------------------------------------------------
Senior Vice President/
Dale R. Diederick Loan Administration 1995 $87,192 $22,000 $3,325 0 $24,814 (5)
- ----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Includes dollar value of perquisites, consisting entirely of a car
allowance.
(2) Includes for 1995 the cash value of shares allocated to Mr. Horton's
ESOP account ($52,948), $1,500 contributed by the Company to Mr.
Horton's account in the Company's 401(k) Plan, $6,284 paid in life
insurance and medical coverage premiums for Mr. Horton and $29,824
accrued under Mr. Horton's Salary Continuation Agreement.
(3) Includes for 1995 the cash value of shares allocated to Mr. Larson's
ESOP account ($52,094), $1,500 contributed by the Company to Mr.
Larson's account in the Company's 401(k) Plan, $5,858 paid in life
insurance and medical coverage premiums for Mr. Larson and $11,123
accrued under Mr. Larson's Salary Continuation Agreement.
(4) Includes for 1995 the cash value of shares allocated to Mr. DeCius'
ESOP account ($38,219), $1,500 contributed by the Company to Mr.
DeCius' account in the Company's 401(k) Plan, $5,217 paid by the
Company for life insurance and medical coverage premiums for Mr. DeCius
and $18,272 accrued under Mr. DeCius' Salary Continuation Agreement.
(5) Includes for 1995 the cash value of shares allocated to Mr.
Diederick's ESOP account ($23,647), $1,167 contributed by the Company
to Mr. Diederick's 401(k) Plan.
</FN>
</TABLE>
Stock Options Grants and Exercises
In addition to the Company's 1984 Stock Option Plan, the Board
of Directors of the Company adopted the Pacific Capital Bancorp 1994
Stock Option Plan (the "Stock Option Plan") on September 27, 1994, in
which the Chief Executive Officer and other executive officers of the
Company participate. The 1994 Plan set aside 489,000 shares (adjusted
to reflect all stock dividends, stock splits and option exercises) of
the Company's Common Stock for which options may be granted to the
directors, officers and employees of the Company. The 1994 Stock Option
Plan was approved by the shareholders of the Company at Pacific's 1995
Annual Meeting of Shareholders. The Stock Option Plan extends for a
period of ten (10) years and is administered by a three-member
committee of the Board of Directors. All
<PAGE>
committee members qualify as "disinterested persons" within the
meaning of the Rule 16-b3 of the Securities Exchange Act of 1934.
The Stock Option Plan provides for the issuance of options which
qualify as incentive stock options and under Section 422A of the
Internal Revenue Code, as amended (the "Code") as well as nonqualified
options. Incentive stock options are subject to different tax treatment
than nonqualified options. The exercise price of any option may not be
less than 100% of the fair market value of the shares subject to option
on the date the option is granted.
Within three (3) months following termination of directorship or
employment for any reason other than death, disability, or cause, an
optionee may exercise his or her option to the extent such option was
exercisable on the date of termination. If an optionee's employment or
status as an officer or director is terminated by death or disability,
such optionee or such optionee's qualified representative or estate has
the right for a period of twelve (12) months following the date of such
death or disability or exercise the option to the extent the optionee
was entitled to exercise such option on the date of the optionee's
death or disability, provided the actual date of exercise is in no
event after the expiration of the term of the option. If an optionee is
terminated for cause, neither the optionee nor the optionee's estate is
entitled to exercise any option with respect to any shares of the
Company Common Stock.
No options under the 1984 or 1994 Stock Option Plans were
exercised by any of the executive officer of the Company during the
1995 fiscal year.
<TABLE>
The following table shows the stock options granted to named
executive officers during the last completed fiscal year:
Option/SAR Grants in Last Fiscal Year
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Potential
Realizable Value at
Assumed Annual Alternative
Rates of Stock Price to and
Appreciation Grant Date
Individual Grants for Option Term Value
- ----------------------------------------------------------------------------------------------------------------------------
Number of % of
Securities Total
Under- Options/
lying SARs
Option/ Granted to Exercise Grant
SARs Employees or Base Date
Granted in Fiscal Price Expiration Present
Name (#) Year ($/Sh) Date 5% ($) 10% ($) Value $
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dale R.
Diederick 3,000 24.0% $19.00 05/18/04 $85,847 $90,843 $0
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
The following table shows the value at December 31, 1995, of
unexercised options held by the named executive officers:
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<PAGE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Number of securities Value of
underlying unexercised unexercised
options at fiscal year-end (#) in-the-money options
at fiscal year-end ($)
- ----------------------------------------------------------------------------------------------------------
Shares acquired Value Exercisable/ Exercisable/
Name on exercise (#) Realized ($) unexercisable unexercisable
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
D. Vernon Horton 0 0 18,231/0 $205,363/$0
- ----------------------------------------------------------------------------------------------------------
Clayton C. Larson 0 0 18,231/0 $205,363/$0
- ----------------------------------------------------------------------------------------------------------
Dennis A. DeCius 0 0 5,469/0 $61,606/$0
- ----------------------------------------------------------------------------------------------------------
Dale R. Diederick 0 0 787/2,363 $5,631/$16,907
- ----------------------------------------------------------------------------------------------------------
</TABLE>
Employment Contracts
The Bank entered into a three-year employment agreement with Mr.
Horton on May 22, 1993, pursuant to which he serves as President of the
Bank. The agreement provides for an annual salary of $153,200 subject
to annual increases within the sole discretion of the Board of
Directors of the Bank. Mr. Horton's salary was $159,328 for the second
year of the agreement, and his salary has been set at $171,254 for the
third year of the agreement. The Bank may also pay an annual
discretionary cash bonus to Mr. Horton based upon his efforts and
performance. The amount of such bonus, if any, will be determined
within the sole discretion of the Board of Directors of the Bank. If
Mr. Horton is terminated without cause during the course of the
agreement, he will be entitled to receive severance pay in an amount
equal to six months' salary at his then prevailing salary. In the event
of a change in control by merger or purchase of the Bank and/or the
Company into or by another entity, not resulting from financial
difficulties or insolvency of the Bank or the Company, Mr. Horton shall
receive 18 months' compensation. In any other event, Mr. Horton will be
entitled only to the salary earned up to the date of termination. If a
program is established which provides for a calculable annual bonus, he
also will be entitled to receive a pro rata bonus based upon the
fraction of the calendar year during which he was employed. Mr. Horton
has been provided with an automobile for use during the term of the
agreement. Mr. Horton is also being reimbursed for all ordinary and
necessary expenses incurred by him in connection with activities
associated with promoting the business of the Bank. Further, Mr. Horton
has been furnished a term life insurance policy in the face amount of
$250,000 and with health, accident and disability insurance for himself
and his family.
The Bank entered into a three-year employment agreement with Mr.
Larson on May 22, 1993, pursuant to which he serves as Executive Vice
President and Chief Administrative Officer of the Bank. The agreement
provides for an annual salary of $148,200, subject to annual increases
within the sole discretion of the Board of Directors of the Bank. Mr.
Larson's salary was $154,128 for the second year of the agreement, and
his salary has been set at $165,672 for the third year of the
agreement. The remaining terms of Mr. Larson's agreement regarding
automobile, bonuses, termination, expenses, insurance and severance pay
are identical to those contained in Mr. Horton's agreement.
The Bank entered into a three-year employment
agreement with Mr. DeCius on May 22, 1993, pursuant to which he serves
as Senior Vice President and Chief Financial Officer of the Bank. The
agreement provides for an annual salary of $98,900, subject to annual
increases within the sole discretion of the Board of Directors of the
Bank. Mr. DeCius' salary was $102,856 for the second year of the
agreement, and his salary has been set at $109,027 for the third year
of the agreement. The remaining terms of Mr. DeCius' agreement
regarding automobile, bonuses, termination, expenses, insurance and
severance pay are identical to those contained in Mr. Horton's
agreement with the exception of a term life insurance policy in the
face amount of $50,000.
<PAGE>
Executive Salary Continuation Agreements
On August 22, 1989, Messrs. Horton, Larson and DeCius each
entered into an Executive Salary Continuation Agreement with the Bank.
The agreements provide that if the Executive continues to be employed
by the Bank at least until he reaches age 65, the Executive may retire
or continue to work past age 65. Upon the Executive's retirement, the
Bank will pay an annual amount of $75,000, $70,000 and $50,000 to
Messrs. Horton, Larson and DeCius, respectively, payable monthly for a
period of 180 months following such retirement, subject to certain
conditions set forth in the agreements. The Executive may also elect to
take "early retirement" provided he has reached age 55 and has
completed 10 years of service. If he so elects, he will receive monthly
payments determined pursuant to a formula set forth in the agreements
for a period of 180 months.
If the Executive has been employed by the Company for a period
of at least 3 continuous years, and the Executive's employment is
terminated by the Company without cause, the Executive will be
considered to be vested in 20% of the total amount he would otherwise
receive and will become vested in an additional 10% for each succeeding
year until he becomes 100% vested. In the event of a change in control
of the Company, the Executive will become fully vested and, if his
employment is terminated as a result of said change in control, will be
entitled to the full amount as a severance payment.
The Bank purchased single premium life insurance policies on
Messrs. Horton, Larson and DeCius in order to assist in meeting its
obligations under the agreements and to indemnify the Bank against
loss. The Bank is named as owner and beneficiary under each of the
insurance policies.
Performance Graph
<TABLE>
Shown below is a table prepared by Montgomery Securities
presenting information compiled from "Montgomery Securities' Western
Bank Monitor", which charts the value of the Company's Common Stock
during the past 5 years compared to the Standard & Poors 500 ("S&P
500") and Montgomery Securities' "California Independent Bank Proxy," a
peer industry group whose performance is published quarterly in the
"Montgomery Securities' Western Bank Monitor". The table assumes a $100
investment on December 31, 1987 in the Company's Common Stock, the S&P
500 and in the institutions included in the California Independent Bank
Proxy, and that all dividends paid have been reinvested.
Pacific Capital Bancorp Stock Price Performance
<CAPTION>
1990 1991 1992 1993 1994 1995
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Pacific Capital Bancorp 100.00 91.78 75.84 81.88 97.80 119.21
S & P 500 100.00 130.37 140.30 154.46 156.50 215.32
Cal Independent Bank Proxy 100.00 102.21 102.73 126.54 134.24 185.47
</TABLE>
REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee
The following report is made by the Human Resources Committee of
the Board of Directors of the Bank, as the Company does not have a
standing compensation committee, and since executive officer
compensation is paid primarily by the Bank.
The Human Resources Committee of the Board of
Directors of the Bank makes recommendations on executive compensation
semi-annually to the Board of the Bank. Among other responsibilities,
the function of the Human Resources Committee is to analyze, review and
recommend to
<PAGE>
the Board annually, an executive compensation program that covers the
executive officers of the Company named in the Summary Compensation
Table.
The Human Resources Committee has also considered the tax law
limitation of deductibility of executive compensation of $1,000,000 per
executive for publicly held corporations. The Committee does not
believe that this limitation will affect the Company as it does not
anticipate that its executives' compensation will approach this limit.
Additionally, its executives' salary and incentive compensation are
paid by the Bank, a subsidiary of the Company which is not publicly
held.
Compensation Philosophy
The Company's compensation philosophy is to provide executive
officers with compensation that is competitive with that paid by
industry peers consisting of banks located in Northern California of
similar asset size, financial performance and marketing strategy.
Corporate Performance Factors
It is the policy of the Human Resources Committee to determine
the components of executive compensation principally upon the basis of
corporate performance. Among the performance factors considered by the
Committee are profitability, capital levels and asset quality
(non-performing assets, loan delinquencies and loan charge-offs), net
interest margin, Return on Average Assets and Return on Average Equity.
In considering these factors, the Committee does not assign any
quantitative weight to the factors considered, but considers all the
factors taken together.
Individual Performance Factors
Annual increases to an executive officer's base salary are
determined, in part, based on the officer's responsibilities,
performance of those responsibilities and achievement of corporate
goals previously established by the Board of Directors at the beginning
of each year. Incentive compensation is tied to individual performance,
provided that corporate goals are met, in a manner that is intended to
encourage continuous focus on enhancing shareholder value,
profitability and teamwork.
Compensation - Salaries and Bonus Awards
The Human Resources Committee decided upon the compensation for
each executive officer, including salary and incentive compensation,
based on its review of industry peer group data for both corporate
performance and compensation, and evaluations of the performance of
each executive officer. Salaries are set at a level below those of
industry peers in order to give a greater emphasis to incentive
compensation. Industry peer group data for corporate performance is
obtained from publications from regulatory agencies, industry
consultants and an investment banking firm. Industry peer group data
for compensation is obtained from regulatory agencies and industry
trade groups.
Incentive compensation is based on individual performance and
industry peer group data, provided that pre-established corporate goals
are met. At the end of each year, the Company's actual performance is
assessed against these corporate goals and the results of these
evaluations determine the amount of incentive compensation for the
executive officers.
Chief Executive Officer and Chief Administrative Officer Compensation
Mr. D. Vernon Horton, Chief Executive Officer of the Company,
also serves as President of the Bank, and Mr. Clayton C. Larson,
President of the Company, also serves as Executive Vice President and
Chief Administrative Officer of the Bank. These two senior executive
officers serve primarily in equal capacities. Although somewhat unique,
the Bank's organizational structure has proven to be highly
<PAGE>
successful. This unique organizational structure does not affect the
Company's overall salary expenses as evidenced by the Company's being
below the median in total salary expenses in comparison to industry
peer group data, primarily because the Bank has $2.12 million in assets
per employee whereas $1 million in assets per employee is considered to
be an industry standard. It has afforded management strength in
succession and has clearly demonstrated economic value and efficiency
in operations. Accordingly, recommendations and decisions on their
compensation are made based upon the same performance criteria.
The Bank continues to experience positive growth under the joint
leadership of Mr. Horton and Mr. Larson. Under the combined leadership
of these two executive officers the Bank enjoys over fifty years of
seasoned experience. Both have extensive contact with customers,
shareholders and personnel; and their immediate presence and
interaction serves to reinforce the Bank's founding philosophy in
providing superior customer service and the support of the communities
it serves, while focusing on the long-term health and growth of the
Company.
To encourage the achievement of corporate goals and foster the
continuing growth of the Company, the Committee established the base
salary for Mr. Horton's and Mr. Larson's compensation below the median
salary level of other chief executive officers within the Bank's peer
group and adjusts their overall compensation through the payment of
incentive compensation. The Committee considers incentive compensation
to be a significant element of overall compensation in comparison to
the base salaries paid to other chief executive officers of the Bank's
industry peer group.
Mr. Horton's and Mr. Larson's incentive compensation was based
upon their achievement of corporate goals previously established by the
Board. Under the leadership of these two executive officers the Company
exceeded the established goals and performance standards as defined
under Corporate Performance Factors. The Committee considered the
Company's positive performance on Return on Average Assets, Return on
Average Equity, Net Income and growth in Shareholders' Equity.
Additionally considered was the Bank's loan loss ratio and record of
nonperforming assets, which continues to be well below peer group
banks.
FIRST NATIONAL BANK OF CENTRAL CALIFORNIA
HUMAN RESOURCES COMMITTEE:
Robert B. Sheppard, Chairman
Charles E. Bancroft
James L. Gattis
William J. Keller
William K. Sambrailo
The Human Resources Committee Interlocks and Insider Participation
The Human Resources Committee is comprised of five outside
Directors: Mr. Bancroft, Mr. Gattis, Mr. Keller, Mr. Sambrailo, and Mr.
Sheppard. None of these individuals is or has been employed as an
officer or employee of the Company or the Bank or any of its
subsidiaries.
<PAGE>
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 15, 1996 no person or group known to the Company
owned beneficially more than five percent (5%) of the outstanding
shares of its Common Stock.
For information on security ownership of management, see Item 10
of this form 10-K/A.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank's Administrative and Oldtown office is leased from
James L. Gattis, a director of the Company, pursuant to a lease for a
total of 17,033 square feet of office space in a building located at
307 Main Street, Salinas, California. The initial lease commenced on
May 1, 1989, for a five (5) year term with three consecutive five-year
options to renew. The first option commenced on January 1, 1994. The
initial rental rate under the lease was $10,600 per month and is
increased annually to reflect changes in the Consumer Price Index for
all items for the San Francisco/Oakland Metropolitan Area, using
October, 1988 as the base month. The Bank also pays all taxes and
assessments levied against the leased premises and also pays for all
utilities. The Bank paid $188,060 in rent for these premises during
1995.
Based on available market lease rate information, the Bank's
Board of Directors has determined that the lease rate is competitive
with and comparable to market lease rates in Salinas, California and
that the terms of the lease are no less favorable to the Bank than
would be the terms of a lease with an unrelated party.
The Bank obtained various insurance policies through the
insurance agency of McSherry & Hudson, of which Director Hubert W.
Hudson was a partner during 1995. The Bank paid $150,062 in insurance
premiums to McSherry & Hudson in 1995.
Indebtedness of Management
Some of the directors and executive officers of the Company, and
members of their immediate families and the companies with which they
have been associated, have been customers of and have had banking
transactions with the Bank in the ordinary course of the Bank's
business since January 1, 1995, and the Bank expects to have such
banking transactions in the future. All loans and commitments to lend
included in such transactions were made on substantially the same
terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and, in the
opinion of the Bank, did not involve more than the normal risk of
collectibility or present other unfavorable features.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant had duly caused this report to be signed on
its behalf of the undersigned, thereunto duly authorized.
Date: August 6, 1996 PACIFIC CAPITAL BANCORP
--------------------------
By: /S/ Clayton C. Larson
-----------------------------
CLAYTON C. LARSON
President
