Washington, D.C.

 

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):  November 3, 2003

 

MID-STATE BANCSHARES

(Exact name of Registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  (805) 473-7700

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Item  5.                                                        OTHER EVENTS AND REGULATION FD DISCLOSURE

 

On June 30, 2003, Mid-State Bancshares and its wholly owned subsidiary Mid-State Bank & Trust entered into an Agreement to Merge and Plan of Reorganization (the “Agreement”) with Ojai Valley Bank, and amended on August 27, 2003, pursuant to which, among other things, Ojai Valley Bank will merge into Mid-State Bank & Trust, and Mid-State Bank & Trust will continue as the surviving bank.

 

In accordance with the terms of the Agreement, as amended, the Merger was completed on October 31, 2003.  The shareholders of Ojai Valley Bank who elected cash will receive cash for their shares based on a value of $80.16 per share; those that elected stock will receive 3.371 shares of Mid-State Bancshares common stock for each share of Ojai Valley Bank common stock, and those that elected for a combination of the two will receive the appropriate allocations for the elections made.  The amount of cash and Mid-State Bancshares common stock is subject to certain allocation procedures designed to ensure that 50% of the total consideration paid to holders of Ojai Valley Bank common stock is paid in Mid-State Bancshares common stock.

 

The Press Release in connection with the closing is attached hereto as Exhibit 99.

 

Item 7.                                                           FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibits

 

2                                          Agreement to Merge and Plan of Reorganization, dated June 30, 2003, First Amendment to Agreement to Merge and Plan of Reorganization, dated August 27, 2003 (incorporated by reference from Appendix A to the Company’s Registration Statement on Form S-4 No. 333-108634 previously filed with the SEC).

 

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.

 

 

Dated: November 3, 2003	MID-STATE BANCSHARES
	By:	/s/ JAMES W. LOKEY
			James W. Lokey
			President
			Chief Executive Officer
	By:	/s/ JAMES G. STATHOS
			James G. Stathos
			Executive Vice President
			Chief Financial Officer

 

3

 

EXHIBIT INDEX

 

Exhibit No.		Description
99		Press Release dated November 3, 2003

 

4