-----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, D9i7tvp+5Bau9670uoq+2PyAgQqPeCrWKC1yovAvEKgYM35XRZ6OLwLnGUgUn9Sr 0622TykBEp5ZYifPXAUBfA== 0001047469-99-026028.txt : 19990701 0001047469-99-026028.hdr.sgml : 19990701 ACCESSION NUMBER: 0001047469-99-026028 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 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: 11-K SEC ACT: SEC FILE NUMBER: 000-23925 FILM NUMBER: 99656530 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 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1998 OR [ ] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 [NO FEE REQUIRED] For the transition period from ____________ to______________ Commission file number: 333-16951 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Bank of Santa Maria Profit Sharing and Salary Deferral 401(k) Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Bank of Santa Maria 2739 Santa Maria Way Santa Maria, California 93455 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. BANK OF SANTA MARIA PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN By: /s/ Mata Landry ------------------------------------- Mata Landry, Assistant Vice President Dated: June 29, 1999 1 BANK OF SANTA MARIA PROFIT SHARING AND SALARY DEFERRAL 401(K) PLAN DECEMBER 31, 1998 2 CONTENTS - ----------------------------------------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT ON THE FINANCIAL STATEMENTS 1 - ----------------------------------------------------------------------------------------------------------------- FINANCIAL STATEMENTS STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS 2 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION 3 NOTES TO FINANCIAL STATEMENTS 4 THROUGH 6 - -----------------------------------------------------------------------------------------------------------------
3 To the Board of Trustees of Bank of Santa Maria Profit Sharing and Salary Deferral 401(k) Plan Santa Maria, California INDEPENDENT AUDITORS' REPORT We have audited the accompanying statements of net assets available for plan benefits of Bank of Santa Maria Profit Sharing and Salary Deferral 401(k) Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for plan benefits with fund information for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Bank of Santa Maria Profit Sharing and Salary Deferral 401(k) Plan as of December 31, 1998 and 1997, and the changes in its net assets available for plan benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included in Schedule G - Financial Schedules (IRS From 5500) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the plan's management. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation the basic financial statements taken as a whole. Laguna Hills, California June 16, 1999 4 BANK OF SANTA MARIA PROFIT SHARING AND SALARY DEFERRAL 401(K) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS YEARS ENDED DECEMBER 31, 1998 AND 1997
December 31, ----------------------------------- ASSETS 1998 1997 --------------- -------------- Cash $ - $ 2,794 Investments, at Fair Value: Interest Bearing Cash - 912,110 Interest in Registered Investment Companies - 4,783,532 BSM Bancorp - 848,965 Loans to Participants - 818,347 --------------- -------------- TOTAL INVESTMENTS - 7,362,954 Receivables: Employer's Profit Sharing Contributions - 422,787 Employer's Matching Contributions - 55,069 Participant's Contributions - 14,904 Other - ( 2,974) --------------- -------------- - 489,786 --------------- -------------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ - $ 7,855,534 --------------- -------------- --------------- --------------
The accompanying notes are an integral part of these financial statements. 5 BANK OF SANTA MARIA PROFIT SHARING AND SALARY DEFERRAL 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998
Participant Directed ------------------------------------------------------------ Interest in Interest Registered BSM Bearing Investment Loans to Bancorp Cash Companies Participants Stock Other Total -------------- -------------- ------------ -------------- ------------ -------------- INVESTMENT INCOME Interest and Dividends $ 34,308 $ 53,986 $ 24,184 $ 11,995 $ - $ 124,473 Net Gain on Sale of Assets - 160,721 - 213,520 - 374,241 -------------- -------------- ------------ -------------- ------------ -------------- Total Income 34,308 214,707 24,184 225,515 - 498,714 CONTRIBUTIONS Participants 30,571 117,611 - 19,566 ( 14,904) 152,844 Employer 160,323 525,575 - 84,171 ( 480,069) 290,000 -------------- -------------- ------------ -------------- ------------ -------------- 190,894 643,186 - 103,737 ( 494,973) 442,844 -------------- -------------- ------------ -------------- ------------ -------------- Total Additions 225,202 857,893 24,184 329,252 ( 494,973) 941,558 BENEFIT PAYMENTS ( 171,457) ( 243,125) ( 58,114) ( 51,463) - ( 524,159) -------------- -------------- ------------ -------------- ------------ -------------- NET INCREASE (DECREASE) PRIOR TO NET INTERFUND TRANSFERS 53,745 614,768 ( 33,930) 277,789 ( 494,973) 417,399 NET INTERFUND TRANSFERS 92,521 ( 64,849) ( 85,698) 55,633 2,393 - TRANSFER TO MID-STATE BANK PLAN ( 1,058,376) ( 5,333,451) ( 698,719) ( 1,182,387) - ( 8,272,933) -------------- -------------- ------------ -------------- ------------ -------------- NET DECREASE ( 912,110) ( 4,783,532) ( 818,347) ( 848,965) ( 492,580) ( 7,855,534) NET ASSETS AVAILABLE FOR BENEFITS Beginning of Year 912,110 4,783,532 818,347 848,965 492,580 7,855,534 -------------- -------------- ------------ -------------- ------------ -------------- End of Year $ - $ - $ - $ - $ - $ - -------------- -------------- ------------ -------------- ------------ -------------- -------------- -------------- ------------ -------------- ------------ --------------
The accompanying notes are an integral part of these financial statements. 6 BANK OF SANTA MARIA PROFIT SHARING AND SALARY DEFERRAL 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE A - DESCRIPTION OF PLAN The following description of the Bank of Santa Maria's Profit Sharing and Salary Deferral 401(k) Plan provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution Plan covering all employees of the Company who have one year of service, work one thousand hours during the Plan year, and are age eighteen or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS For each year, employer contributions are determined by the Board of Directors. Participants may contribute up to fifteen percent of their annual compensation before commissions and noncash taxable fringe benefits not to exceed $10,000. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and an allocation of (a) the Company's contribution, (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested accounts. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. VESTING Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the remainder of their accounts is based on years of continuous service. A participant is 100 percent vested after seven years of credited service. PAYMENT OF BENEFITS On termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or monthly, quarterly, or annual installments over the life expectancy of the participant and the participant's designated beneficiary. 7 BANK OF SANTA MARIA PROFIT SHARING AND SALARY DEFERRAL 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Plan are prepared on the accrual basis of accounting. ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. INVESTMENT VALUATION The plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the plan at year end. The Bancorp stock is valued at its quoted market price. Participants notes receivable are valued at cost which approximates fair value. PAYMENT OF BENEFITS Benefits are recorded when paid. NOTE C - MERGER The plan sponsor, Bank of Santa Maria, entered into an "Agreement to Merge and Plan of Reorganization" dated January 29, 1998 and amended on March 27, 1998 by and among Mid-State Bank, BSM Bancorp and Bank of Santa Maria. On July 10, 1998 Bank of Santa Maria Merged into Mid-State Bank and all of the assets of the Bank of Santa Maria Profit Sharing and Salary Deferral 401(k) Plan were transferred to Mid-State Bank Profit Sharing and Salary Deferral 401 (k) Plan effective August 7, 1998. NOTE D - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. 8 BANK OF SANTA MARIA PROFIT SHARING AND SALARY DEFERRAL 401(K) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE E - TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated June 2, 1993, that the Plan and related Trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC. NOTE F - LOANS TO PARTICIPANTS Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Loans to Participants fund. Loan terms range from one to five years. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the Plan Administrator. Interest rates range from 5.40% to 8.50%. Principal and interest is paid ratably through monthly payroll deductions. 9 -----END PRIVACY-ENHANCED MESSAGE-----