-----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, UWLSbWTgO/zJmq4mCq/CZEDYWyXlygWpA8F5am/v26zl3fBRWqdGVhjUnLyOJE4O 5/dN2tuoK/89iK0tdJFdEA== 0001047469-98-033271.txt : 19980901 0001047469-98-033271.hdr.sgml : 19980901 ACCESSION NUMBER: 0001047469-98-033271 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980819 ITEM INFORMATION: FILED AS OF DATE: 19980831 SROS: NASD 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/A SEC ACT: SEC FILE NUMBER: 000-23925 FILM NUMBER: 98701812 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: MID STATE BANCSHARES DATE OF NAME CHANGE: 19980820 FORMER COMPANY: FORMER CONFORMED NAME: BSM BANCORP DATE OF NAME CHANGE: 19961121 8-K/A 1 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 19, 1998 MID-STATE BANCSHARES -------------------- (Name of Small Business Issuer in its Charter) CALIFORNIA 333-16951 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) Page 1 of 4 Pages Exhibit Index Page 4 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On January 29, 1998, Mid-State Bank ("Acquiror") entered into an Agreement to Merge and Plan of Reorganization (the "Agreement") with BSM Bancorp ("Company") and its wholly owned subsidiary Bank of Santa Maria, Santa Maria, California ("Bank") pursuant to which, among other things, (i) Bank would merge with and into Acquiror, (ii) Company would become the bank holding company for Acquiror and change its name to Mid-State Bancshares and (iii) the shareholders of Acquiror would become shareholders of the Company in accordance with the exchange ratio set forth in the Agreement, all subject to the terms and conditions specified in the Agreement (the "Merger"). The merger became effective at close of business on July 10, 1998. On August 12, 1998, at its regular meeting of the Board of Directors of Mid-State Bancshares, pursuant to the Agreement, the Board voted unanimously to appoint Arthur Andersen, LLP, as its independent public accountants, replacing Vavrinek, Trine, Day and Company. Arthur Andersen, LLP, had been the independent public accountants for Mid-State Bank prior to the merger. During the past two years' financial reporting periods for the years ended December 31, 1997 and 1996, Vavrinek, Trine, Day and Company did not file any adverse opinion nor has it filed any disclaimer of opinion on the financial statements. There was no qualification or modification as to uncertainty, audit scope or accounting principles. Additionally, during the two most recent fiscal years and the subsequent interim periods preceding this change of accountants, there have been no disagreements with Vavrinek, Trine, Day and Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The change of accountants is related solely to the merger of the two organizations. Page 2 of 4 Pages Exhibit Index Page 4 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 25, 1998 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 Page 3 of 4 Pages Exhibit Index Page 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ----------- -------- 16 Letter from Vavrinek, Trine, Day & Co., LLP to the 5 Securities and Exchange Commission, dated August 25, 1998, agreeing to the change in certifying accountant
Page 4 of 4 Pages Exhibit Index Page EX-16 2 EXHIBIT 16 EXHIBIT 16 [VAVRINEK, TRINE, DAY & CO., LLP LETTERHEAD] August 25, 1998 Securities and Exchange Commission Mail Stop 9-5 450 5th Street, N.W. Washington, D.C. 20549 Dear Sirs/Madams: We have read and agree with the comments in the second paragraph of Item 4 of the Form 8-K/A of Mid-State Bancshares dated August 19, 1998. /s/ VAVRINEK, TRINE, DAY & CO., LLP -----END PRIVACY-ENHANCED MESSAGE-----