-----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, Lpi0xuJGpF4wuX9b0gmnCAZulS9BUFS9RvKRxnpvd+tPMFtCHAhX0kHiHN9P4Ik7 REstLC172aeLHxbwjIHWtQ== 0001047469-99-026029.txt : 19990701 0001047469-99-026029.hdr.sgml : 19990701 ACCESSION NUMBER: 0001047469-99-026029 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 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: 99656536 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 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: Mid-State Bank 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: Mid-State Bank 1026 Grand Avenue Arroyo Grande, California 93420 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. MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN By: /s/James G. Stathos ------------------------------------- James G. Stathos, Member of Retirement Committee of the MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN Dated: June 29, 1999 MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN INDEX TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits With Fund Information as of December 31, 1998 and 1997 Statement of Changes in Net Assets Available for Benefits With Fund Information for the Year Ended December 31, 1998 NOTES TO FINANCIAL STATEMENTS SUPPLEMENTAL SCHEDULES I. Item 27(a)- Schedule of Assets Held for Investment Purposes as of December 31, 1998 II. Item 27(b) - Schedule of Loans or Fixed Income Obligations as of December 31, 1998 III. Item 27(d) - Schedule of Reportable Transactions for the Year Ended December 31, 1998 EXHIBIT I. Consent of Independent Public Accountants NOTE: Schedules other than those listed above have been omitted because they are not applicable or are not required by 29 CFR 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Retirement Committee of the MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN: We have audited the accompanying statements of net assets available for benefits with fund information of the Mid-State Bank Profit Sharing and Salary Deferral 401(k) Plan (the Plan) as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits with fund information for the year ended December 31, 1998. These financial statements and the supplemental schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedules 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 benefits with fund information of the Plan as of December 31, 1998 and 1997, and the changes in its net assets available for benefits with fund information for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. Supplemental schedules I, II and III, listed in the accompanying Index to Financial Statements, are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits with fund information and the statement of changes in net assets available for benefits with fund information is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Los Angeles, California May 14, 1999 MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1998 AND 1997
DECEMBER 31, 1998 ------------------------------------------------------------------------------------------ Franklin Franklin Franklin U.S. Balance Cash Government Franklin Sheet Reserves Securities Franklin Mutual Equity Investment Fund Fund Income Fund Shares Fund Income Fund Fund ------------ ------------ ------------ ------------ ------------ ------------ ASSETS Investments, at fair value $ 6,397,902 $ 1,008,842 $ 6,073,717 $ 4,409,418 $ 5,045,783 $ 5,981,287 Interest and dividends receivable - 5,391 38,597 - 13,121 - ------------ ------------ ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, as of December 31, 1998 $ 6,397,902 $ 1,014,233 $ 6,112,314 $ 4,409,418 $ 5,058,904 $ 5,981,287 ============ ============ ============ ============ ============ ============ DECEMBER 31, 1998 ---------------------------------------------------------------- Templeton Mid-State Participant Foreign Fund Bancshares Loan Account Total ------------- ------------- ------------- ------------- ASSETS Investments, at fair value $ 2,082,531 $ 1,483,538 $ 2,268,321 $ 34,751,339 Interest and dividends receivable - - - 57,109 ------------- ------------- ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, as of December 31, 1998 $ 2,082,531 $ 1,483,538 $ 2,268,321 $ 34,808,448 ============= ============= ============ =============
DECEMBER 31, 1997 --------------------------------------------------------------------------------- Franklin Franklin Franklin U.S. Balance Cash Government Franklin Sheet Reserves Securities Franklin Mutual Equity Investment Fund Fund Income Fund Shares Fund Income Fund Fund ------------ ------------ ------------ ------------ ------------ ------------ ASSETS Investments, at fair value $ 4,687,482 $ 484,487 $ 4,448,317 $ 1,680,308 $ 4,667,496 $ 6,093,325 ------------ ------------ ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS, as of December 31, 1997 $ 4,687,482 $ 484,487 $ 4,448,317 $ 1,680,308 $ 4,667,496 $ 6,093,325 ============ ============ ============ ============ ============ ============ DECEMBER 31,1997 --------------------------------------------- Templeton Participant Foreign Fund Loan Account Total ------------- ------------- ------------- ASSETS Investments, at fair value $2,799,042 $1,532,285 $26,392,742 ------------- ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, as of December 31, 1997 $2,799,042 $1,532,285 $26,392,742 ============= ============= =============
MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998
Franklin Franklin Franklin U. S. Balance Cash Government Franklin Sheet Reserves Securities Franklin Mutual Equity Investment Fund Fund Income Fund Shares Fund Income Fund Fund -------------- ------------ ------------- -------------- --------- ------------ NET ASSETS AVAILABLE FOR BENEFITS, beginning of year $ 4,687,482 $ 484,487 $ 4,448,317 $ 1,680,308 $ 4,667,496 $ 6,093,325 ADDITIONS -- Investment income: Net depreciation in fair value of investments - (139) (338,592) (357,680) (107,250) (329,934) Interest and dividends 264,435 41,437 431,589 316,618 417,618 295,235 -------------- ------------ ------------- -------------- --------- ------------ Total investment income 264,435 41,298 92,997 41,062) 310,368 (34,699) -------------- ------------ ------------- -------------- --------- ----------- Contributions: Employer 289,853 47,373 194,864 121,585 243,703 289,501 Participant 142,245 31,947 172,004 122,414 219,276 253,686 -------------- ------------ ------------- -------------- --------- ----------- Total contributions 432,098 79,320 366,868 243,999 462,979 543,187 -------------- ------------ ------------- -------------- --------- ----------- Total additions (deductions) 696,533 120,618 459,865 202,937 773,347 508,488 -------------- ------------ ------------- -------------- --------- ----------- DEDUCTIONS -- Benefits paid to participants 879,660 108,095 668,744 315,478 338,748 211,433 -------------- ------------ ------------- -------------- --------- ----------- Total deductions 879,660 108,095 668,744 315,478 338,748 211,433 -------------- ------------ ------------- -------------- --------- ----------- LOAN REPAYMENTS 102,675 25,703 123,799 90,491 167,569 172,664 NET INTERFUND TRANSFERS 732,496 491,520 (565,334) (267,881) (210,760) (581,757) TRANSFERS IN FROM BSM PLAN 1,058,376 - 2,314,411 3,019,041 - - -------------- ------------ ------------- -------------- --------- ----------- NET INCREASE (DECREASE) 1,710,420 529,746 1,663,997 2,729,110 391,408 (112,038) -------------- ------------ ------------- -------------- --------- ----------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 6,397,902 $ 1,014,233 $ 6,112,314 $ 4,409,418 $ 5,058,904 $ 5,981,287 ============== ============ ============= ============== ========= ============ Templeton Mid-State Participant Foreign Fund Bancshares Loan Account Total -------------------- -------------------- -------------------- --------------------- NET ASSETS AVAILABLE FOR BENEFITS, beginning of year $2,799,042 $ - $1,532,285 $26,392,742 ADDITIONS -- Investment income: Net depreciation in fair value of investments (331,161) (158,533) - (1,623,289) Interest and dividends 210,300 34 147,661 2,124,927 -------------------- -------------------- -------------------- --------------------- Total investment income (120,861) (158,499) 147,661 501,638 Contributions: Employer 118,206 44,914 - 1,349,999 Participant 111,889 26,602 - 1,080,063 -------------------- -------------------- -------------------- --------------------- -------------------- -------------------- -------------------- --------------------- Total contributions 230,095 71,516 - 2,430,062 -------------------- -------------------- -------------------- --------------------- Total additions (deductions) 109,234 (86,983) 147,661 2,931,700 -------------------- -------------------- -------------------- --------------------- DEDUCTIONS -- Benefits paid to participants 130,520 56,710 61,556 2,770,944 -------------------- -------------------- -------------------- --------------------- Total deductions 130,520 56,710 61,556 2,770,944 -------------------- -------------------- -------------------- --------------------- LOAN REPAYMENTS 87,271 24,885 (795,057) - NET INTERFUND TRANSFERS (782,496) 437,943 746,269 - TRANSFERS IN FROM BSM PLAN - 1,164,403 698,719 8,254,950 -------------------- -------------------- -------------------- --------------------- NET INCREASE (DECREASE) (716,511) 1,483,538 736,036 8,415,706 -------------------- -------------------- -------------------- --------------------- NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 2,082,531 $ 1,483,538 $ 2,268,321 $ 34,808,448 ==================== ==================== ==================== =====================
MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 1. DESCRIPTION OF THE PLAN The following description of the Mid-State Bank Profit Sharing and Salary Deferral 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. a. GENERAL The Plan is a defined contribution plan covering substantially all employees of Mid-State Bank (the Bank) who have completed six months of service, except as may otherwise be provided for in an applicable collective bargaining agreement. Employees become eligible on the January 1, April 1, July 1 or October 1 following completion of six months of service. The Bank is both the sponsor and administrator of the Plan. The Trustee is Franklin Templeton Institutional Services (Trustee). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective July 10, 1998, the Bank entered into an Agreement to Merge and Plan of Reorganization (the Agreement) with BSM Bancorp and its wholly owned subsidiary, Bank of Santa Maria. In connection with this transaction, the assets of the Bank of Santa Maria Profit Sharing and Salary Deferral 401(k) Plan (BSM Plan)were transferred into the Plan. The aggregate balance of accounts transferred was $8,254,950 and is reflected on the statement of changes in net assets as "Transfers in from BSM Plan". All former BSM Bancorp employees transferred to the Plan were credited for previous years of service in the BSM Plan. b. CONTRIBUTIONS Effective July 1, 1998, the Plan was amended to increase the maximum participant contribution from 10 percent to 15 percent of compensation through payroll deductions, subject to certain income related restrictions. The Bank will make a matching contribution to all participants who are actively employed on the last day of the Plan year. In 1998 and 1997, this contribution was equal to 6 percent of eligible compensation. For the years ended December 31, 1998 and 1997, the matching contribution was $339,649 and $316,051, respectively. For each non-highly compensated participant, the Bank may also contribute a profit sharing allocation to the Plan. This contribution is determined annually by the Bank's Board of Directors. The Board of Directors of the Bank elected to make a profit sharing allocation to the Plan of $1,010,350 in 1998 and $755,440 in 1997. The Bank's profit-sharing contribution, together with its salary deferral matching contribution and any additional contributions in each plan year, may not exceed 15 percent of the compensation of all Plan participants. Contributions are subject to certain limitations. c. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and an allocation of (a) the Bank's contributions, (b) amounts previously forfeited for reinstated employees, (c) investment income and (d) investment appreciation or depreciation. The Bank's contribution is allocated annually to each participant's account in the proportion that each participant's annual compensation bears to the total compensation for all participants for the plan year. d. VESTING Participants are fully vested in their contributions and income thereon. Participants vest in Bank contributions and the related income earned as follows:
YEARS OF SERVICE PERCENTAGE VESTED Less than 3 0% 3 20% 4 40% 5 60% 6 80% 7 or more 100%
Notwithstanding the above, if a participant (1) attains the age of 65, (2) dies or (3) terminates employment by reason of disability while employed, the Bank's contribution and forfeitures allocated to such participant becomes 100 percent vested without regard to years of service. e. PAYMENT OF BENEFITS Participants may elect to receive benefits in the form of a single lump-sum amount equal to the value of the participant's vested interest in their account or equal installments over a period of not more than the life expectancy determined at the time of distribution. Payments are valued as of the last valuation date on or before termination and are recorded when paid. Benefits are recorded when paid. f. PARTICIPANT LOANS The Plan permits participants to borrow against their vested account balances. Participants can borrow the lesser of 50 percent of their vested account balance or $50,000 reduced by the excess, if any, of their highest outstanding balance of loans from the Plan during the one-year period prior to the date of the loan over their current outstanding balance of loans. The interest rate on participant loans is the prime rate at inception of the loan plus one percent. Loans outstanding as of December 31, 1998 had an interest rate of 6 percent to 9 percent and mature between 1999 and 2008. g. FORFEITURES Forfeitures attributable to the Bank's matching contributions are used to reduce the Bank's contribution for the plan year in which the forfeitures occur. Forfeitures attributable to the Bank's discretionary contributions are added to the Bank's discretionary contribution for the plan year in which such forfeitures occur and allocated among the participants' accounts in the same manner as the Bank's discretionary contributions. During 1998, employer contributions were reduced by $6,121. Unallocated forfeitures at December 31, 1998 and 1997 totaled $16,902 and $21,250, respectively. h. ADMINISTRATIVE EXPENSES Administrative expenses are paid directly by the Bank. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. BASIS OF PRESENTATION The financial statements of the Plan are prepared under the accrual method of accounting. b. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. c. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value and are based on quoted market prices. The participants' contributions and the Bank's related contributions are directed by the participants in any of the following fund options: Franklin Cash Reserves Fund --This fund invests in money market instruments. Franklin U.S. Government Securities Fund --This fund invests primarily in government securities. Franklin Income Fund --This fund invests primarily in high yielding common and preferred stocks and high yielding corporate bonds. Mutual Shares Fund --This fund invests primarily in domestic equity securities, including common and preferred stocks and convertible securities. Franklin Equity Income Fund --This fund invests primarily in high yielding common and preferred stocks. Franklin Balance Sheet Investment Fund --This fund invests primarily in undervalued common stocks and close-ended mutual funds. Templeton Foreign Fund --This fund invests in stocks and bonds of foreign issuers. Mid-State Bancshares --This fund was established in 1998 to allow participants to invest in the Bank's Common Stock. Pursuant to the Agreement, as discussed in Note 1, BSM Bancorp became the bank holding company for Mid-State Bank and changed its name to Mid-State Bancshares. At the time of the asset transfer from the BSM Plan, all BSM stock had been converted to Mid-State Bancshares. There was no significant change in the value of shares at the time of conversion. Investment income and appreciation or depreciation is allocated daily to each participant's account in proportion to the ratio of the account balance to all account balances. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in the fair value of investments is based on the market value of the assets at the beginning of the Plan year or at the time of purchase for assets purchased during the Plan year and the related fair values on the day investments are sold with respect to realized gains and losses, and on the last day of the year with respect to unrealized gains and losses. 3. TAX-EXEMPT STATUS The Internal Revenue Service has determined and informed the Company by a letter dated February 12, 1996, 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 and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 4. PARTY-IN-INTEREST TRANSACTIONS The Trustee and the Bank are parties-in-interest as defined by ERISA. The Trustee invests Plan assets in its collective investment funds and the Bank's Common Stock. Such transactions qualify as party-in-interest transactions permitted by Department of Labor regulations and are exempt under Section 408(b)(8) of the IRC. 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Bank has the right to amend the Plan, discontinue its contributions completely, or terminate the Plan subject to the provisions of ERISA. In the event of complete discontinuance of the Bank's contributions or termination of the Plan, participants will become 100 percent vested in their accounts. MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN EIN 95-2135438 PLAN NO. 001 ITEM 27(a)- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1998
Identity of Issue, Borrower, or Description of Investment Cost Fair Value Similar Party ------------------------------------ ------------------------------------------------------- -------------- ----------- CASH EQUIVALENTS * Franklin Templeton Trust Company Franklin Cash Reserves Fund, 6.14 percent (average rate) $ 6,397,902 $ 6,397,902 -------------- ----------- COMMON TRUST (POOLED FUNDS) * Franklin Templeton Trust Company Franklin U.S. Government Securities Fund, 145,997 shares 1,005,070 1,008,842 * Franklin Templeton Trust Company Franklin Income Fund, 2,573,608 shares 5,990,939 6,073,717 * Franklin Templeton Trust Company Mutual Shares Fund, 226,240 shares 4,697,450 4,409,418 * Franklin Templeton Trust Company Franklin Equity Income Fund, 260,495 shares 4,440,703 5,045,783 * Franklin Templeton Trust Company Franklin Balance Sheet Investment Fund, 189,281 shares 5,454,188 5,981,287 * Franklin Templeton Trust Company Templeton Foreign Fund, 248,216 shares 2,346,544 2,082,531 COMMON STOCK * Mid-State Bancshares Mid-State Bancshares, 164,838 shares 1,624,756 1,483,538 -------------- ----------- 25,559,650 26,085,116 -------------- ----------- PARTICIPANT LOANS ALLOCATED TO: Interest rates ranging from 6.0 percent to 9.0 percent with maturities * Loans to Participants from 1999 to 2008 - 2,268,321 -------------- ----------- Total assets held for investment purposes $31,957,552 $34,751,339 ============== ===========
* Represents a party-in-interest MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN EIN 95-2135438 PLAN NO. 001 ITEM 27(b)- SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS AS OF DECEMBER 31, 1998
Amount Received During Reporting Year ----------------------------------- Identity and Address Original Principal Interest Unpaid of Obligor Amount of Balance at Loan End of Year --------------------------------------------------------------------------------------- * Sue Deweese $ 7,400.00 $ 1,004.69 $ 160.59 69 $ 3,365.05 * Tami Hartshorn 6,970.00 1,568.94 165.38 3,176.20 * Tina Lessi 2,800.00 341.53 114.79 1,904.10 * Ted Pilecki 20,000.00 1,971.33 676.51 14,069.95 * Richard Ragain 15,000.00 930.81 452.13 13,664.91 * Lisa Stoner 3,875.51 - - 2,452.01 * Susanne Thomas 8,000.00 - - 1,578.31 * Loree Willemse 2,000.00 353.42 54.78 1,034.11 Amount Overdue ------------------------------ Detailed Descriptions of Loan Including Dates of Making and Maturity, Interest, Rate, the Type and Value of Collateral, Any Renegotiation of the Loan and the Terms of the Renegotiation and Other Material Items Principal Interest - -------------------------------------------------------------------------------------------------- Issued 10/13/95, Maturity 10/15/2000, Interest 6.9989%, $ 496.68 $ 61.69 Participant terminated and will receive distribution in 1999. Issued 5/6/97, Maturity 5/15/2000, Interest 7.0843%, 803.06 59.86 Participant terminated and loan fully paid in 1999. Issued 9/24/96, Maturity 11/1/2001, Interest 8.25%, 155.41 44.23 Participant terminated and will receive distribution in 1999. Issued 9/26/96, Maturity 11/1/2001, Interest 8.25%, 1,577.39 459.40 Participant terminated and loan fully paid in 1999. Issued 9/26/97, Maturity 10/31/2002, Interest 8.50%, 1,618.70 686.23 Participant deceased and loan paid off by beneficiary in January 1999. Issued on 01/07/97, Maturity 11/01/97, Interest 6%, 2,469.05 40.31 Participant terminated and loan fully paid in 1999. Issued 07/07/93, Maturity 08/01/98, Interest 6%, 1,578.31 43.76 Participant terminated and will receive distribution in 1999. Issued 11/29/96, Maturity 1/1/2000, Interest 8.25%, 282.80 31.20 Participant terminated and loan fully paid in 1999.
* Represents a party-in-interest MID-STATE BANK PROFIT SHARING AND SALARY DEFERRAL 401(k) PLAN EIN 95-2135438 PLAN NO. 001 ITEM 27(d)-SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998
Identity of Party Involved Description of Asset Purchase Price Selling Price Cost of Asset - ---------------------------------- ---------------------------------------- --------------- ---------------- ---------------- Franklin Templeton Trust Company Franklin Cash Reserves Fund $3,725,337 $ - $ - Franklin Templeton Trust Company Franklin Cash Reserves Fund - 2,014,917 2,014,917 Franklin Templeton Trust Company Franklin Income Fund 3,515,579 - - Franklin Templeton Trust Company Franklin Income Fund - 1,551,588 1,523,705 Franklin Templeton Trust Company Mutual Shares Fund 4,147,523 - - Franklin Templeton Trust Company Mutual Shares Fund - 1,060,733 1,108,554 Franklin Templeton Trust Company Franklin Equity Income Fund 1,880,984 - - Franklin Templeton Trust Company Franklin Equity Income Fund - 1,395,446 1,221,004 Franklin Templeton Trust Company Franklin Balance Sheet Investment Fund 1,675,104 - - Franklin Templeton Trust Company Franklin Balance Sheet Investment Fund - 1,457,208 1,284,349 Mid-State Bancshares Mid-State Bancshares - 112,757 130,072 Fair Value of Asset on Transaction Net Gain or Date (Loss) --------------------- -------------------- $3,725,337 $ - 2,014,917 - 3,515,579 - 1,523,705 27,883 4,147,523 - 1,108,554 (47,821) 1,880,984 - 1,221,004 174,442 1,675,104 - 1,284,349 172,859 130,072 (17,315)
EXHIBIT INDEX Exhibit No. Exhibit - ---------------------------------------------------------- 23 Consent of Independent Public Accountants EX-23 2 EX-23 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated May 14, 1999, included in this Form 11-K for the year ended December 31, 1998, into Mid-State Bank's previously filed Registration Statement No. 333-16951. ARTHUR ANDERSEN LLP Los Angeles, California June 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----