0001104659-12-018249.txt : 20120314 0001104659-12-018249.hdr.sgml : 20120314 20120314160555 ACCESSION NUMBER: 0001104659-12-018249 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120314 DATE AS OF CHANGE: 20120314 GROUP MEMBERS: 2009 TCRT GROUP MEMBERS: FORD FINANCIAL FUND, L.P. GROUP MEMBERS: FORD MANAGEMENT, L.P. GROUP MEMBERS: FORD ULTIMATE MANAGEMENT, LLC GROUP MEMBERS: GERALD J. FORD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC CAPITAL BANCORP /CA/ CENTRAL INDEX KEY: 0000357264 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953673456 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34555 FILM NUMBER: 12690379 BUSINESS ADDRESS: STREET 1: 1021 ANACAPA STREET STREET 2: PO BOX 60839 CITY: SANTA BARBARA STATE: CA ZIP: 931600839 BUSINESS PHONE: 8055646312 MAIL ADDRESS: STREET 1: 1021 ANACAPA STREET STREET 2: PO BOX 60839 CITY: SANTA BARBARA STATE: CA ZIP: 93160-0839 FORMER COMPANY: FORMER CONFORMED NAME: SANTA BARBARA BANCORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SB Acqusition Co LLC CENTRAL INDEX KEY: 0001499964 IRS NUMBER: 262377500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1350 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-871-5131 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1350 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 a12-7116_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

PACIFIC CAPITAL BANCORP

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

69404P20

(CUSIP Number)

 

SB Acquisition Company LLC

200 Crescent Court, Suite 1350

Dallas, Texas 75201

Attn:  Member

(214) 871-5131

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 9, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   69404P20

SCHEDULE 13D

 

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
SB Acquisition Company LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
25,000,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
25,000,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
75.9% (a)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(a)           Based upon 32,940,687 shares of common stock outstanding on March 7, 2012.

 

2



 

CUSIP No.   69404P20

SCHEDULE 13D

 

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
Ford Financial Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
00

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
25,000,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
25,000,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
75.9% (a)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(a)           Based upon 32,940,687 shares of common stock outstanding on March 7, 2012.

 

3



 

CUSIP No.   69404P20

SCHEDULE 13D

 

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
Ford Management, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
25,000,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
25,000,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
75.9% (a)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(a)           Based upon 32,940,687 shares of common stock outstanding on March 7, 2012.

 

4



 

CUSIP No.   318457 10 8

SCHEDULE 13D

 

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
Ford Ultimate Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
00

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
25,000,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
25,000,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
75.9% (a)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(a)           Based upon 32,940,687 shares of common stock outstanding on March 7, 2012.

 

5



 

CUSIP No.   69404P20

SCHEDULE 13D

 

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
2009 TCRT

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
00

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Texas

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
25,000,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
25,000,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
75.9% (a)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(a)           Based upon 32,940,687 shares of common stock outstanding on March 7, 2012.

 

6



 

CUSIP No.   69404P20

SCHEDULE 13D

 

 

 

1.

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only).
Gerald J. Ford

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
00

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
25,000,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
25,000,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
75.9% (a)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


(a)           Based upon 32,940,687 shares of common stock outstanding on March 7, 2012.

 

7



 

CUSIP No.   69404P20

SCHEDULE 13D

 

 

 

 

 

 

This Amendment No. 1 (this “Amendment No. 1”) to Schedule 13D amends and supplements the Schedule 13D jointly filed by SB Acquisition Company LLC, Ford Financial Fund, L.P., Ford Management, L.P., Ford Ultimate Management, LLC, 2009 TCRT and Gerald J. Ford with the Securities and Exchange Commission (the “Commission”) on September 9, 2010 (the “Initial Schedule 13D”, and, as amended and supplemented, this “Statement” or this “Schedule 13D”), relating to the common stock, $0.001 par value per share, of Pacific Capital Bancorp, a Delaware corporation (the “Company”).  Initially capitalized terms used herein that are not otherwise defined herein shall have the same meanings attributed to them in the Initial Schedule 13D.  Except as expressly provided for herein, all Items of the Initial Schedule 13D remain unchanged.

 

Item 1.

Security and Issuer

Item 1 is hereby amended and restated in its entirety to read as follows:

 

This Schedule 13D relates to shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company.

 

The Company’s principal executive office is located at 1021 Anacapa Street, 3rd Floor, Santa Barbara, California 93101.

 

 

Item 4.

Purpose of Transaction

Item 4 is hereby supplemented to read as follows:

 

On March 9, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with UnionBanCal Corporation, a Delaware corporation (“UBC”), and Pebble Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of UBC (“Merger Sub”).  The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of UBC (the “Merger”).  Pursuant to the Merger Agreement, upon consummation of the Merger, and subject to certain exceptions as set forth in the Merger Agreement, each outstanding share of common stock of the Company will be converted into the right to receive $46.00 per share in cash.  On March 9, 2012, following the execution of the Merger Agreement, Investor delivered to the Company its action by written consent adopting and approving the Merger Agreement and the Merger.  The foregoing description of the Merger Agreement is qualified in its entirety by the Merger Agreement, which is included as Exhibit 2.1 hereto and is incorporated herein by reference.

 

It is expected that upon completion of the Merger, the registration of the Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would be terminated and the Common Stock would cease to be listed on the Nasdaq Global Select Market.

 

 

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety to read as follows:

 

(a)           As of March 9, 2012, the Reporting Persons were the beneficial owners of 25,000,000 shares of Common Stock, which represents 75.9% of the outstanding shares of Common Stock, based upon 32,940,687 shares of common stock outstanding on March 7, 2012.

 

8



 

CUSIP No.   69404P20

SCHEDULE 13D

 

 

 

 

 

 

(b)

 

Reporting Person

 

Sole Voting
Power

 

Shared Voting
Power

 

Sole Dispositive
Power

 

Shared Dispositive
Power

 

 

 

 

 

 

 

 

 

 

 

SB Acquisition Company LLC

 

 

25,000,000

 

 

25,000,000

 

Ford Financial Fund, L.P.

 

 

25,000,000

 

 

25,000,000

 

Ford Management, L.P.

 

 

25,000,000

 

 

25,000,000

 

Ford Ultimate Management, LLC

 

 

25,000,000

 

 

25,000,000

 

2009 TCRT

 

 

25,000,000

 

 

25,000,000

 

Gerald J. Ford

 

 

25,000,000

 

 

25,000,000

 

 

(c)           None.

 

(d)           Other than the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company owned by the Reporting Person referred to in this Item 5.

 

(e)           Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented with the information set forth in Item 4 hereof, which is incorporated herein by reference.

 

 

Item 7.

Materials to be Filed as Exhibits

Item 7 is hereby supplemented as follows:

 

Exhibit
Number

 

Description of Exhibit

 

 

 

2.1

 

Agreement and Plan of Merger, dated as of March 9, 2012, by and among UnionBanCal Corporation, Pebble Merger Sub Inc. and Pacific Capital Bancorp (filed as Exhibit 2.1 to UnionBanCal Corporation’s Current Report on Form 8-K, filed March 12, 2012, and incorporated herein by reference).

 

9



 

CUSIP No.   69404P20

SCHEDULE 13D

 

 

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:

March 13, 2012

SB ACQUISITION COMPANY LLC

 

 

 

 

By:

Ford Financial Fund, L.P.,

 

 

its sole member

 

 

 

 

By:

Ford Management, L.P.,

 

 

its general partner

 

 

 

 

By:

Ford Ultimate Management, LLC

 

 

its general partner

 

 

 

 

By:

2009 TCRT,

 

 

its sole member

 

 

 

 

By:

/s/ GERALD J. FORD

 

 

Trustee

 

 

 

Date:

March 13, 2012

FORD FINANCIAL FUND, L.P.

 

 

 

 

By:

Ford Management, L.P.,

 

 

its general partner

 

 

 

 

By:

Ford Ultimate Management, LLC

 

 

its general partner

 

 

 

 

By:

2009 TCRT,

 

 

its sole member

 

 

 

 

By:

/s/ GERALD J. FORD

 

 

Trustee

 

 

 

Date:

March 13, 2012

FORD MANAGEMENT, L.P.

 

 

 

 

By:

Ford Ultimate Management, LLC

 

 

its general partner

 

 

 

 

By:

2009 TCRT,

 

 

its sole member

 

 

 

 

By:

/s/ GERALD J. FORD

 

 

Trustee

 

10



 

CUSIP No.   69404P20

SCHEDULE 13D

 

 

 

 

 

 

Date:

March 13, 2012

FORD ULTIMATE MANAGEMENT, LLC

 

 

 

 

By:

2009 TCRT,

 

 

its sole member

 

 

 

 

By:

/s/ GERALD J. FORD

 

 

Trustee

 

 

 

Date:

March 13, 2012

2009 TCRT

 

 

 

 

By:

/s/ GERALD J. FORD

 

 

Trustee

 

 

 

 

Date:

March 13, 2012

/s/ GERALD J. FORD

 

Gerald J. Ford

 

11