Santa Barbara Bancorp, parent company of Santa Barbara Bank & Trust, and Pacific Capital Bancorp
located in Salinas, California, holding company for the First National Bank of Central California and
South Valley National Bank, announced the signing of a Definitive Agreement calling for a merger of
equals between the two companies. This combination will create a multi-community bank holding
company with offices from Camarillo to Morgan Hill with assets of $2.43 billion and shareholders' equity
of $204 million as of June 30, 1998.
Santa Barbara Bancorp will be the surviving parent company for all three banks and will take the name of
Pacific Capital Bancorp. Santa Barbara Bank & Trust, First National Bank of Central California and
South Valley National Bank will continue to operate as separate, wholly-owned subsidiaries. The merger
is structured to be a tax-free reorganization and will be accounted for on a pooling-of-interests basis.
The agreement provides for existing Pacific Capital Bancorp shareholders to receive 1.935 shares of
Santa Barbara Bancorp common stock for each of their outstanding shares of common stock. The value of
the merger is estimated to be $287.6 million. Current Santa Barbara Bancorp shareholders will own
approximately 36%.
The merger is expected to close in the fourth quarter of 1998, subject to shareholder and regulatory
approvals. One time charges to be taken at the time of closing are estimated to be between $6.5 to $7.5
million.
Santa Barbara Bancorp currently has more than 4,000 shareholders and Pacific Capital Bancorp currently
has more than 2,000 shareholders. Both companies' common stock is traded on the NASDAQ National
Market System under the symbols SABB and PABN, respectively.
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