Filed by Mid-State Bancshares
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Americorp
Securities Exchange Act
Filing No.: 000-23925
MID-STATE BANCSHARES AND AMERICORP
ANNOUNCE MERGER AGREEMENT
ARROYO GRANDE - Chairman Carrol Pruett of Mid-State Bancshares and
Chairman Robert Lagomarsino of Americorp, along with their respective Boards
of Directors, announced today that they have signed a definitive agreement to
merge, subject to the approval of banking regulators and shareholders of
Americorp. Americorp is the parent company to American Commercial Bank, its
100% owned sole subsidiary. After the merger, Mid-State Bancshares, through
its wholly owned subsidiary, Mid-State Bank, will have assets of
approximately $1.7 billion with 39 offices serving San Luis Obispo, Santa
Barbara, and Ventura Counties. In these counties, Mid-State Bank will have
the 1st, 3rd and 4th largest deposit market shares among banks, respectively,
according to FDIC data as of June 30, 2000.
The agreement provides that the outstanding shares of Americorp will be
exchanged for shares of common stock of Mid-State Bancshares. Americorp
shareholders will receive $28.75 in Mid-State Bancshares stock which is
subject to possible adjustments based on changes in the price of Mid-State
Bancshares stock preceding the effective date of the transaction. The
transaction is valued at approximately $63.7 million. It represents
approximately 2.5 times Americorp's book value at December 31, 2000 and 16.6
times 2000 earnings. The merger is structured to be tax-free and is intended
to be accounted for as a pooling of interests. As a result of this
transaction the previously approved stock repurchase program for Mid-State
Bancshares has been suspended. Mid-State Bancshares expects the transaction
to close late in the third quarter 2001 and is expected to be accretive to
earnings in 2002.
Chairman Pruett announced, "We are extremely pleased to join forces
with American Commercial Bank, a bank with similar philosophies to Mid-State
Bank. We are community-oriented organizations, with strong ties to the
marketplace. Both banks have a history of making decisions locally, and
reinvesting into their communities. This transaction will help Mid-State
Bank improve its presence in Ventura County and build upon the relationships
established through the years of service by American Commercial Bank."
Mid-State Bank entered the Ventura County market in 1999 in a merger
with the former City Commerce Bank and recently opened a new office at the
Northside Plaza Shopping Center in Oxnard. "The newly acquired locations
will allow us to more rapidly expand in Ventura County and reach out to those
customers who appreciate our kind of customer service," remarked James W.
Lokey, President of Mid-State Bank. "We are extremely pleased with the
prospects."
Chairman of the Board Robert Lagomarsino added, "We are pleased to join
forces with a bank that also provides superior customer service. The added
resources of the combined organization, including trust services, will afford
our current customers new opportunities. Our missions are very similar."
This news release contains forward-looking statements about Mid-State
Bancshares for which Mid-State Bancshares claims the protection of the safe
harbor contained in the Private Securities Reform Act of 1995. Statements
concerning the expected prospects for the effective date of the merger, the
accretive nature of the transaction, future developments or events, and any
other guidance on future periods, constitute forward-looking statements which
are subject to a number of risks and uncertainties which might cause actual
results to differ materially from stated expectations. These factors
include, but are not limited to, regulatory reviews and approvals,
competition in the financial services markets for deposits, loans, and other
financial services, retention of business, the ability to realize various
cost saving measures, and general economic conditions. The forward-looking
statements should be considered in the context of these and other risk
factors disclosed in the Mid-State Bancshares's filings with the SEC.
This news release may be deemed to be solicitation material in respect
to the proposed merger of Mid-State Bancshares ("MDST") with Americorp
("AICA.OB") pursuant to an Agreement to Merge and Plan of Reorganization,
dated as of April 9, 2001, by and between Mid-State Bancshares, Mid-State
Bank, Americorp and American Commercial Bank (the "Agreement"). Filing of
this news release is being made in connection with Rules 165 and 425
promulgated by the Securities and Exchange Commission ("SEC").
In connection with the proposed merger, Mid-State Bancshares will file
with the SEC a registration statement on SEC Form S-4. The registration
statement will contain a proxy statement/prospectus which will describe the
proposed merger of Americorp with Mid-State Bancshares as well as the merger
of Mid-State Bank with American Commercial Bank and the proposed terms and
conditions of the mergers. Stockholders are encouraged to read the
registration material and proxy statement/prospectus because these documents
will contain important information about the mergers. A copy of the
Agreement will be filed in the near future with the SEC as an exhibit to
Mid-State's Form 8-K, a separate filing from the Form S-4. The registration
statement, the Form 8-K and all other documents filed with the SEC in
connection with the transaction will be available for free when filed, both
on SEC's web site (www.sec.gov) or by contacting James G. Stathos, Executive
Vice President at Mid-State Bank, P. O. Box 580, Arroyo Grande, California.
Telephone requests should be directed to Mid-State Bank at (805) 473-6829.