-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cl1SxPliXW1atwm4hSdJwu+lLNZMofKB3I9FHYwb3h4LmMpWGzn9/6velEaWxbF0 kH5CJtE8rOzBn8exe/LOQA== 0001047469-01-500029.txt : 20010808 0001047469-01-500029.hdr.sgml : 20010808 ACCESSION NUMBER: 0001047469-01-500029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010806 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID-STATE BANCSHARES CENTRAL INDEX KEY: 0001027324 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770442667 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23925 FILM NUMBER: 1700160 BUSINESS ADDRESS: STREET 1: 1026 GRAND AVE CITY: ARROYO GRANDE STATE: CA ZIP: 93420 BUSINESS PHONE: 8054737700 MAIL ADDRESS: STREET 1: 1026 GRAND AVE CITY: ARROYO GRANDE STATE: CA ZIP: 93420 FORMER COMPANY: FORMER CONFORMED NAME: BSM BANCORP DATE OF NAME CHANGE: 19961121 FORMER COMPANY: FORMER CONFORMED NAME: MID STATE BANCSHARES DATE OF NAME CHANGE: 19980820 8-K 1 a2056062z8-k.txt FORM 8K UNITED STATES 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): August 3, 2001 MID-STATE BANCSHARES ------------------------------------------- (Name of Small Business Issuer in its Charter) CALIFORNIA 000-23925 77-0442667 - ------------------------------- ------------- ------------------- (State or Other Jurisdiction of (File Number) (I.R.S. Employer Incorporation or Organization Identification No.) 1026 GRAND AVE. ARROYO GRANDE, CA 93420 - ---------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code: (805) 473-7700 --------------- --------------------------------------------------- (Former Name or Former Address, if changed since last report) ITEM 5. OTHER EVENTS Mid-State Bancshares ("Company"), Arroyo Grande, California, and its banking subsidiary, Mid-State Bank, ("Acquiror") entered into an Agreement to Merge and Plan of Reorganization (the "Agreement") as of April 9, 2001 with Americorp ("Americorp"), Ventura, California, and its wholly owned subsidiary American Commercial Bank, ("Bank"), pursuant to which, among other things, (i) Bank would merge with and into Acquiror, and (ii) Americorp would merge with and into Company. The Agreement was amended on May 24, 2001. Mid-State Bancshares and Americorp announced on August 3, 2001 that the Boards of Directors of Mid-State Bancshares and Americorp have agreed to further amend the definitive agreement in response to the announcement by Americorp and American Commercial Bank that both core earnings in the second quarter and expectations for future core earnings are lower than originally budgeted. To correct that situation, the Boards have agreed to amend the Agreement to provide for a maximum amount of Mid-State stock to be issued in the merger. Consummation of the Agreement and the transactions contempleted thereby is subject to receipt of regulatory approvals, to approval by Americorp's shareholders as well as to the satisfaction of other conditions set forth in the Agreement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 2.................Second Amendment to Agreement to Merge and Plan of Reorganization Exhibit 99................Press Release
2 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. Date: August 7, 2001 MID-STATE BANCSHARES By: /s/ JAMES G. STATHOS ------------------------------- James G. Stathos Executive Vice President Chief Financial Officer By: /s/ CARROL R. PRUETT ------------------------------- Carrol R. Pruett President and Chief Executive Officer 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO. ----------- ----------- -------- 2 Second Amendment to Agreement to Merge and Plan of 5 Reorganization 99 Press Release 14
4 EX-2 3 a2056062zex-2.txt EXHIBIT 2 EXHIBIT 2 SECOND AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATION THIS SECOND AMENDMENT TO THE AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the "Second Amendment") is entered into as of August 3, 2001, among Mid-State Bank & Trust, a banking company organized under the laws of California ("BANK"), being located in Arroyo Grande, California, Mid-State Bancshares, a corporation and registered bank holding company organized under the laws of California ("ACQUIROR") located in Arroyo Grande, California, Americorp, a corporation and registered bank holding company organized under the laws of California ("TARGET") located in Ventura, California, and American Commercial Bank, a banking company organized under the laws of California ("TARGET BANK"), located in Ventura, California. WHEREAS, Acquiror, Bank, Target and Target Bank entered into an Agreement to Merge and Plan of Reorganization dated as of April 9, 2001 as subsequently amended on May 24, 2001 (as so amended, the "Agreement"); WHEREAS, the Parties wish to make certain changes and amendments to the Agreement which they believe to be in the best interest of their respective shareholders; NOW, THEREFORE, in consideration of the premises and mutual promises of the parties, the Parties hereto agree as follows: 1. The following definitions are hereby added to Section 1.1 or, in the event that the definition is already contained in the Agreement, amended in full as follows: "`CASH PRORATION FACTOR' shall have the meaning given such term in Section 2.7(d)." "`EXCHANGE RATIO' means the number of shares of Acquiror Stock into which a share of Target Stock shall be converted which shall be equal to the amount (to the nearest ten thousandth) as set forth herein below: (i) If the Average Closing Price is not less than $15.15 and is not more than $17.61, the Exchange Ratio shall be calculated by dividing $28.75 by the Average Closing Price; (ii) If the Average Closing Price is more than $17.61, but not more than $18.42, the Exchange Ratio shall be 1.6335; 5 (iii) If the Average Closing Price is more than $18.42, the Exchange Ratio shall be calculated by dividing $30.09 by the Average Closing Price; provided, however, that if Acquiror shall have entered into a definitive agreement for a Change of Control (which definitive agreement shall not have terminated at the Effective Time) and the Average Closing Price is more than $18.42, the Exchange Ratio shall be 1.6335; (iv) If the Average Closing Price is less than $15.15 but not less than $14.00, the Exchange Ratio shall be 1.8977; (v) If the Average Closing Price is less than $14.00, the Exchange Ratio shall be calculated by dividing $26.57 by the Average Closing Price subject to Acquiror's right to terminate the Agreement as set forth in Section 10.1(g). "`MAXIMUM STOCK AMOUNT' shall have the meaning given such term in Section 2.7(c)." "STOCK PRORATION FACTOR' shall have the meaning given such term in Section 2.7(d)." 2. The definitions of "Litigation Contingencies" and "Litigation Expenses" are hereby eliminated. 3. Section 2.7 is hereby amended to read as follows: "2.7 ELECTION AND PRORATION PROCEDURES. (a) An election form and other appropriate and customary transmittal materials in such form as Acquiror and Target shall mutually agree ("Election Form") shall be mailed no less than 35 days prior to the anticipated Effective Time or on such other date as Target and Acquiror shall mutually agree ("Mailing Date") to each holder of record of Target Stock as of five Business Days prior to the Mailing Date ("Election Form Record Date"). Acquiror shall make available one or more Election Forms as maybe reasonably requested by all persons who become holders (or beneficial owners) of Target Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Target shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an "Election") to receive either (i) Acquiror Stock (a "Stock Election") with respect to all of such holder's Target Stock, (ii) cash (a "Cash Election") with respect to all of such holder's Target Stock, or (iii) a specified number of shares of Target Stock to receive Acquiror Stock (a "Combination Stock Election") and a specified number of shares of Target Stock to receive cash 6 (a "Combination Cash Election"), subject to the provisions contained in this Agreement. Any Target Stock (other than Target Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be "Undesignated Shares" hereunder. (b) Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 P.M. Pacific Time on or before the 30th day following the Mailing Date, or such other time and date as Acquiror and Target may mutually agree (the "Election Deadline"). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Target Stock covered by such Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Target Stock covered by such Election Form, together with duly executed transmittal materials included in or required by the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Target Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly completed and made with respect to such shares on or before the Election Deadline, and Acquiror shall cause the certificates representing such shares of Target Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Acquiror and Target required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Acquiror nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (c) For purposes of this Section 2.7, the following definitions shall apply: (i) "Total Consideration" shall mean the SUM of (A) the product of (1) the Average Closing Price and (2) the number of shares of Acquiror Stock actually issued to holders of Target Stock in the Merger, (B) the amount of cash actually issued to holders of Target Stock in the Merger pursuant to Cash Elections, Combination Cash Elections or as the Cash Proration Factor (as hereinafter defined), (C) the amount of cash actually issued to holders of Target Stock in the Merger in lieu of fractional shares of Acquiror Stock, and (D) an amount equal to the number of shares of Target Dissenting Shares (as to which the holder's demand to exercise 7 dissenter's rights shall not have been withdrawn as of the Effective Time) MULTIPLIED by the greater of (1) the product of the Exchange Ratio and the Average Closing Price and (2) the Per Share Cash Consideration. The term "Total Consideration" shall not include, nor shall any effect be given to, substitute options granted pursuant to section 7.4 (b) or any cash payments pursuant to section 7.4 (c). (ii) "Minimum Stock Amount" shall mean the lowest whole number of shares of Acquiror Stock which, if multiplied by the Average Closing Price, results in a dollar amount at least equal to 60 percent of the Total Consideration. (iii) "Maximum Stock Amount" shall mean the lowest whole number of shares of Acquiror Stock which, if multiplied by the Average Closing Price, results in a dollar amount equal to 70 percent of the Total Consideration (d) As promptly as practicable after the Effective Time, but not later than 10 days after the Effective Time, Acquiror shall use its best efforts to cause the Exchange Agent to effect the allocation among the holders of Target Stock of rights to receive Acquiror Stock or cash in the Merger as follows: (i) If the product of (A) the aggregate number of shares of Target Stock for which Stock Elections and Combination Stock Elections shall have effectively been made, and (B) the Exchange Ratio, exceeds the Maximum Stock Amount, then, to the extent necessary so that the number of shares of Acquiror Stock to be issued in the Merger shall be not greater than the Maximum Stock Amount and the number of shares of Acquiror Stock to be issued in the Merger shall be at least equal to the Minimum Stock Amount, the Exchange Agent shall make the following allocations and adjustments in the following order: (1) shares of Target Stock for which effective Cash Elections or Combination Cash Elections have been made and all Undesignated Shares shall be converted into the right to receive cash in an amount equal to the Per Share Cash Consideration; (2) if after applying the allocation in (1), the Maximum Stock Amount is still exceeded, then a stock proration factor (the "Stock Proration Factor") shall be determined by dividing (x) the Maximum Stock Amount by (y) the product of the total number of shares of Target Stock with respect to which effective Stock Elections and Combination Stock Elections were made multiplied by (z) the Exchange Ratio. Each holder of Target Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: 8 (a) the number of shares of Acquiror Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Target Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor; and (b) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares Target Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor. (ii) If the conversion of the shares of Target Stock for which Stock Elections and Combination Stock Elections shall have effectively been made (based upon the Exchange Ratio) would not result in a number of shares of Acquiror Stock being issued that is at least equal to the Minimum Stock Amount (which shall be determined for this purpose on the assumption that all shares of Target Stock [other than (A) those for which Stock Elections or Combination Stock Elections have been made or (B) are Undesignated Shares] would be entitled to receive the Per Share Cash Consideration), then, to the extent necessary so that the number of shares of Acquiror Stock to be issued in the Merger shall be at least equal to the Minimum Stock Amount, the Exchange Agent shall make the following allocations and adjustments in the following order: (1) each holder of Target Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of Acquiror Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Target Stock covered by such Stock Election or Combination Stock Election; (2) the Exchange Agent shall select by lot such number of holders of Undesignated Shares to receive Acquiror Stock as shall be necessary so that the shares of Acquiror Stock to be received by those holders, when combined with the number of shares of Acquiror Stock for which a Stock Election or Combination Stock Election has been made shall be equal to at least the Minimum Stock Amount. If all Undesignated Shares plus all shares as to which Stock Elections and Combination Stock Elections have been made together are less than, and not approximately equal to, the Minimum Stock Amount, then; (3) a cash proration factor (the "Cash Proration Factor") shall be determined by dividing (x) the Minimum Stock Amount (less the shares for which an effective Stock Election and Combination Stock Election has been made, plus all the Undesignated Shares) by (y) the product of (i) the sum of the total number of shares of Target Stock with respect to which effective Cash Elections and Combination Cash Elections were made multiplied by (ii) the Exchange Ratio. Each holder of Target Stock who made an effective Cash Election or Combination Cash Election shall be entitled to: 9 (a) cash equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of Target Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) one minus the Cash Proration Factor; and (b) the number of shares of Acquiror Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Target Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor. (iii) If the aggregate number of shares of Target Stock for which Stock Elections and Combination Stock Elections shall have effectively been made would result in a number of shares of Acquiror Stock being issued that is at least equal to the Minimum Stock Amount but does not exceed the Maximum Stock Amount, (1) the shares of Target Stock for which effective Stock Elections and Combination Stock Elections have been made shall be converted into the right to receive Acquiror Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Target Stock covered by such Stock Elections and Combination of Stock Elections; (2) the shares of Target Stock for which effective Cash Elections and Combination Cash Elections have been made shall be converted into the right to receive the Per Share Cash Consideration; and (3) the Undesignated Shares shall be converted into the right to receive the Per Share Cash Conderation. (iv) Notwithstanding any other provision of this Agreement, if, after applying the allocation rules set forth in the preceding subsections of this Section 2.7(d), the aggregate value of the shares of Acquiror Stock that would be issued pursuant to the Merger (valued at the Average Closing Price) is less than 60 percent of the Total Consideration or more than 70 percent of the Total Consideration, Acquiror and Target shall be authorized to reallocate shares of Acquiror Stock and cash among the holders of the Target Stock in good faith and in such a manner as they reasonably determine to be fair and equitable, or to vary the number of shares of Acquiror Stock to be issued in the Merger, in a manner such that the number of shares of Acquiror Stock to be issued in the Merger shall be not less than the Minimum Stock Amount nor more than the Maximum Stock Amount. (v) Notwithstanding any other provision of this Agreement (other than Section 2.7(d)(iv) hereof), if any share of Target Dissenting Shares fails to become Target Perfected Dissenting Shares, such Target Dissenting Shares shall automatically be converted into and represent the right to receive the consideration for such shares provided in this Agreement, without interest thereon. The consideration payable 10 for any such shares of Target Dissenting Stock shall be payable in cash, in shares of Acquiror Stock, or in such combination of cash and Acquiror Stock as shall be determined by Acquiror as being necessary or appropriate to preserve the status of the Merger as a "reorganization" within the meaning of section 368(a) of the Code. (e) The calculations required by Section 2.7(d) shall be prepared by Acquiror prior to the Effective Time and shall be set forth in a certificate executed by the Chief Financial Officer of Acquiror and furnished to Target at least two Business Days prior to the Effective Time showing the manner of calculation in reasonable detail. Any calculation of a portion of a share of Acquiror Stock shall be rounded to the nearest ten-thousandth of a share, and any cash payment shall be rounded to the nearest cent." 4. Subsection (c) is hereby added to Section 7.4 to read as follows: "(c) In lieu of a substitute stock option provided in Subsection (b) hereof, each optionee shall have the right to elect a cash payment instead of such substitute stock option. Elections shall be in writing and delivered to Acquiror no less than five Business Days prior to the Effective Time. Upon a proper election, such electing optionee will be entitled to receive, after the Effective Time, an amount of cash equal to the product of (i) the Per Share Consideration minus then current exercise price per share pretaining to such option multiplied by (ii) the number of shares then currently exercisable pursuant to such option. No election shall be permitted (and a substitute option shall be granted) if the cash payment to result from such election would result in the Merger and the other transactions contemplated hereby being taxable to the Parties or to the shareholders of Target who receive Acquiror Stock.). 5. All references to a "pooling of interest" are eliminated from the Agreement with it being the intention of the Parties to account for the Merger as a "purchase." 6. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement. 7. This Second Amendment may be entered into in one or more counterparts, all of which shall be considered one and the same instrument, and it shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. 8. Except as herein amended, the Agreement shall remain in full force and effect. 9. This Second Amendment shall be governed by and construed in accordance with the laws of the State of California. 11 WITNESS, the signature of Acquiror, as of the 3rd day of August 2001, set by its Chairman and attested to by its Assistant Secretary, pursuant to a resolution of its Board of Directors, acting by at least a majority: MID-STATE BANCSHARES By: /s/ CARROL R. PRUETT Attest: /s/ JAMES G. STATHOS ---------------------------- ----------------------- Carrol R. Pruett James G. Stathos Chairman of the Board Assistant Secretary WITNESS, the signature of Mid-State Bank & Trust, as of the 3rd day of August, 2001 set by its President and attested to by its Assistant Secretary, pursuant to a resolution of its Board of Directors, acting by at least a majority: MID-STATE BANK & TRUST By: /s/ JAMES W. LOKEY Attest: /s/ JAMES G. STATHOS ---------------------------- ----------------------- James W. Lokey James G. Stathos President Assistant Secretary WITNESS, the signature of Americorp, as of the 3rd day of August, 2001 set by its Chairman and attested to by its Secretary, pursuant to a resolution of its Board of Directors, acting by at least a majority: AMERICORP By: /s/ ROBERT J. LAGOMARSINO Attest: /s/ HARRY MAYNARD ---------------------------- ----------------------- Robert J. Lagomarsino Harry Maynard Chairman of the Board Assistant Secretary 12 WITNESS, the signature of American Commercial Bank, as of the 3rd day of August, 2001 set by its President and attested to by its Secretary, pursuant to a resolution of its Board of Directors, acting by at least a majority: AMERICAN COMMERCIAL BANK By: /s/ GERALD J. LUKIEWSKI Attest: /s/ HARRY MAYNARD ---------------------------- ----------------------- Gerald J. Lukiewski Harry Maynard President Assistant Secretary 13 EX-99.1 4 a2056062zex-99_1.txt EXHIBIT 99.1 [MID-STATE BANCSHARES LOGO] NEWS RELEASE - -------------------------------------------------------------------------------- DATE: August 3, 2001 PHONE NUMBER: (805) 473-6848 CONTACT: James G. Stathos NASDAQ SYMBOL: MDST TITLE: Executive Vice President and WEB SITE: www.midstatebank.com Chief Financial Officer FILED BY MID-STATE BANCSHARES PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: AMERICORP SECURITIES EXCHANGE ACT FILING NO.: 000-23925 MID-STATE BANCSHARES AND AMERICORP ANNOUNCE AN AMENDMENT TO AGREEMENT TO MERGE ARROYO GRANDE, CALIFORNIA - Chairmen Carrol R. Pruett of Mid-State Bancshares (Mid-State) and Robert Lagomarsino of Americorp have announced today an amendment to the definitive agreement (the Amendment) to merge the two organizations and their respective subsidiaries Mid-State Bank & Trust, Arroyo Grande, California and American Commercial Bank, Ventura, California. In the transaction, American Commercial Bank will merge with and into Mid-State Bank & Trust and Americorp will merge with and into Mid-State. This Amendment responds to the announcement by Americorp and American Commercial Bank that both core earnings in the second quarter and expectations for future core earnings are lower than originally budgeted. "Americorp's earnings were affected by the 275 basis point reductions in interest rates authorized by the Federal Reserve Bank, resulting in a corresponding reduction in net interest income," reflected Gerald J. Lukiewski, President. "The asset-sensitive nature of the bank resulted in an immediate decline in interest income, while the interest expense is declining more slowly, thereby reducing the core earnings expectations for the year." This situation was partly created by an aggressive time deposit campaign during the first quarter of 2000. Above market rates were offered to depositors for time deposits with maturities of thirteen 14 to fifteen months. As these deposits mature, they will renew at lower current market rates. As they are repriced, the interest margin should increase, improving the core earnings of the bank moving forward. "In light of these reduced earnings, the transaction as previously announced, would have resulted in a dilutive effect on Mid-State shareholders," commented Mr. Pruett. "To correct that situation, and to maintain the value to the Americorp shareholders, the Boards of both banks have agreed to amend the Agreement to provide for a maximum amount of Mid-State stock to be issued in the merger." Under the Amendment, the maximum amount of Mid-State stock to be issued has been set at 70% with the balance of the consideration paid in cash to Americorp shareholders. The Agreement continues to require that a minimum of 60% of the total consideration be in Mid-State stock. The Agreement, as amended, provides for detailed election procedures for the shareholders of Americorp to obtain the necessary result. The merger is currently scheduled to close during September. "By reducing the number of shares that Mid-State issues in the merger, the dilutive effect has been eliminated, thereby benefiting all shareholders. With this amendment, the transaction is projected to be accretive in 2002 as originally announced" explained James W. Lokey, President of Mid-State Bank & Trust. "Additionally, this transaction will assist Mid-State in its efforts to make the best use of its strong capital position, and improve the return on equity of the Bank. We are very pleased to be able to move forward with the transaction, which we continue to believe will be an important addition to Mid-State's market share in this key geographic area." "The Board of Americorp is very pleased that we could reach this amendment of the Agreement with Mid-State and preserve what we continue to believe is a great deal for our shareholders," stated Mr. Lagomarsino. "The Americorp shareholders meeting will be scheduled for September." 15 This news release contains forward-looking statements about Mid-State Bancshares for which Mid-State Bancshares claims the protection of the safe harbor contained in the Private Securities Reform Act of 1995. Statements concerning the expected prospects for the effective date of the merger, future developments or events, and any other guidance on future periods, constitute forward-looking statements which are subject to a number of risks and uncertainties which might cause actual results to differ materially from stated expectations. These factors include, but are not limited to, regulatory reviews and approvals, competition in the financial services markets for deposits, loans, and other financial services, retention of business, the ability to realize various cost saving measures, and general economic conditions, including increases and/or decreases in interest rates. The forward-looking statements should be considered in the context of these and other risk factors disclosed in the Mid-State Bancshares's filings with the SEC. This news release may be deemed to be solicitation material in respect to the proposed merger of Mid-State Bancshares ("MDST") with Americorp ("AICA.OB") pursuant to the Agreement to Merge and Plan of Reorganization, dated as of April 9, 2001, by and between Mid-State Bancshares, Mid-State Bank, Americorp and American Commercial Bank as amended on May 24, 2001 and again on August 2, 2001 (collectively the "Agreement"). Filing of this news release is being made in connection with Rules 165 and 425 promulgated by the Securities and Exchange Commission ("SEC"). In connection with the proposed merger, Mid-State Bancshares has filed with the SEC a registration statement on SEC Form S-4 that has not yet been declared effective. The registration statement will contain a proxy statement/prospectus that will describe the proposed merger of Americorp with Mid-State Bancshares as well as the merger of Mid-State Bank with American Commercial Bank and the proposed terms and conditions of the mergers. Stockholders are encouraged to read the registration material and proxy statement/prospectus because these documents will contain important information about the mergers. A copy of the Agreement, as amended on August 2, 2001, will be filed in the near future with the SEC as an exhibit to Mid-State's Form 8-K, a separate filing from the Form S-4. The registration statement, the Form 8-K and all other documents filed with the SEC in connection with the transaction will be available for free when filed, both on SEC's web site (www.sec.gov) or by contacting James G. Stathos, Executive Vice President at Mid-State Bank, P. O. Box 580, Arroyo Grande, California. Telephone requests should be directed to Mid-State Bank at (805) 473-6829. ### 16 -----END PRIVACY-ENHANCED MESSAGE-----