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
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