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UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 10-Q

(Mark One)

/x/	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31~~June 30, 2001

/ /	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 033-18392

AMERICORP (Exact name of registrant as specified in its charter)

CALIFORNIA (State or other jurisdiction of incorporation)		NO. 77-0164985 (IRS Employer Identification No.)
California (State or other jurisdiction of incorporation)		No. 77-0164985 (IRS Employer Identification No.)
300 South Mills Road, Ventura, California (Address of principal executive offices)		93003 (Zip Code)
300 S. Mills Road, Ventura, California (Address of principal executive offices)		93003 (Zip Code)

Registrant's telephone number, including area code: (805) 658-6633

Not Applicable
(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during ~~the~~ the preceding 12 months (orof shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 90 days. Yes /x/ No / /

APPLICABLE ONLY TO CORPORATE ISSUERS

On ~~April~~ June 30, 2001, there were 2,~~112~~130,~~534~~016 shares of Americorp Common Stock outstanding.

AMERICORP AND SUBSIDIARY ~~Americorp and Subsidiary March~~JUNE 3130, 2001 ~~INDEX PART I—FINANCIAL INFORMATION~~

		PAGE
Item 1—Financial Statements
	Consolidated Condensed Balance Sheets at March 31, 2001 and December 31, 2000	3
	Consolidated Condensed Statements of Income for the three months ended March 31, 2001 and 2000	4
	Consolidated Condensed Statement of Changes in Shareholders' Equity from January 1, 1999 through March 31, 2001	5
	Consolidated Condensed Statements of Cash Flows for the three months ended March 31, 2001 and 2000	6
	Notes to Consolidated Financial Statements	7
Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations		8-10
Item 3—Quantitative and Qualitative Disclosure About Market Risk		11
PART II—OTHER INFORMATION
Item 1—Legal Proceedings		12
Item 2—Changes in Securities		12
Item 3—Defaults upon Senior Securities		12
Item 4—Submission of Matters to a Vote of Security Holders		12
Item 5—Other Information		12
Item 6—Exhibits and Reports on Form 8-K		12
Signatures		13

INDEX

			Page
PART I—FINANCIAL INFORMATION
Item 1	—	Financial Statements
		Consolidated Condensed Balance Sheet at June 30, 2001 and December 31, 2000	2
		Consolidated Condensed Statement of Income for the Three Months and Six Months Ended June 30, 2001 and 2000	3
		Consolidated Condensed Statement of Changes in Shareholders' Equity from January 1, 1999 through June 30, 2001	4
		Consolidated Condensed Statement of Cash Flows for the Six Months Ended June 30, 2001 and 2000	5
		Notes to Consolidated Financial Statements	6
Item 2	—	Management's Discussion and Analysis of Financial Condition and Results of Operations	7-10
Item 3	—	Quantitative and Qualitative Disclosure About Market Risk	10
PART II—OTHER INFORMATION
Item 1	—	Legal Proceedings	11
Item 2	—	Changes in Securities	11
Item 3	—	Defaults upon Senior Securities	11
Item 4	—	Submission of Matters to a Vote of Security Holders	11
Item 5	—	Other Information	11
Item 6	—	Exhibits and Reports on Form 8-K	11
Signatures			12

Item 1. Financial Statements

AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar Amounts in Thousands)

		June 30, 2001			December 31, 2000
Cash and Due From Bank		$	32,067		$	25,746
Federal Funds Sold			26,000			18,600

	Total Cash and Cash Equivalents		58,067			44,346
Investment Securities			14,957			18,720
Loans			195,653			197,476
Allowance for Loan Losses			(4,132	)		(3,553	)

	NET LOANS		191,521			193,923
Premises and Equipment			1,008			1,278
Other Real Estate Owned			265			315
Cash Surrender Value of Life Insurance			2,721			3,031
Accrued Interest and Other Assets			4,434			4,882

		$	272,973		$	266,495

Noninterest-Bearing Deposits		$	74,686		$	75,976
Interest-Bearing Deposits			169,039			162,173

	TOTAL DEPOSITS		243,725			238,149
Accrued Interest and Other Liabilities			2,265			2,834

	TOTAL LIABILITIES		245,990			240,983
Common Stock			1,065			1,047
Surplus			10,402			9,776
Retained Earnings			15,403			14,689
Accumulated Other Comprehensive Income			113			—

	TOTAL SHAREHOLDERS' EQUITY		26,983			25,512

		$	272,973		$	266,495

Item 1—. Financial Statements—Continued

AMERICORP ~~Americorp~~AND ~~and Subsidiary~~SUBSIDIARY ~~Unaudited~~UNAUDITED ~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Balance~~STATEMENTS ~~Sheets~~OF INCOME (Dollar Amounts in Thousands, Except Per Share Data)

			March 31, 2001			December 31, 2000
				For the Three Months Ended June 30,					For the Six Months Ended June 30,
Cash and Due From Bank			$	26,674		$	25,746
				2001			2000		2001		2000
Federal Funds Sold				29,850			18,600
Interest Income				$	4,979		$	5,270	$	10,348	$	10,276
	TOTAL CASH AND CASH EQUIVALENTS			56,524			44,346
Interest Expense					1,656			1,450		3,387		2,636
Investment Securities				17,913			18,720
		Net Interest Income			3,323			3,820		6,961		7,640
Loans				201,529			197,476
Provision for Loan Losses					250			250		500		664
Allowance for Loan Losses				(3,868	)		(3,553	)
		Net Interest Income after Provision for Loan Losses			3,073			3,570		6,461		6,976
	NET LOANS			197,661			193,923
Noninterest Income					630			682		1,409		1,347
Premises and Equipment				1,140			1,278
Noninterest Expense					2,948			3,099		5,695		6,015
Other Real Estate Owned				315			315
		Income Before Taxes			755			1,153		2,175		2,308
Cash Surrender Value of Life Insurance				2,667			3,031
Income Taxes					317			305		825		623
Accrued Interest and Other Assets				4,948			4,882
		Net Income		$	438		$	848	$	1,350	$	1,685
			$	281,168		$	266,495
Per Share Data:
Noninterest-Bearing Deposits			$	77,471		$	75,976
	Net Income—Basic			$	0.21		$	0.40	$	0.64	$	0.80
Interest-Bearing Deposits				174,246			162,173
	Net Income—Diluted			$	0.19		$	0.36	$	0.62	$	0.72
	TOTAL DEPOSITS			251,717			238,149
Accrued Interest and Other Liabilities				3,014			2,834
	TOTAL LIABILITIES			254,731			240,983
Common Stock				1,053			1,047
Surplus				9,976			9,776
Retained Earnings				15,285			14,689
Accumulated Other Comprehensive Income				123			—
	TOTAL SHAREHOLDERS' EQUITY			26,437			25,512
			$	281,168		$	266,495

Item 1. Financial ~~Americorp and Subsidiary Unaudited Condensed Consolidated~~ Statements ~~of Income~~—Continued ~~(Dollar Amounts in Thousands, Except Per Share Data)~~

			For the Three Months Ended March 31,
			2001		2000
Interest Income			$	5,369	$	5,006
Interest Expense				1,731		1,186
		NET INTEREST INCOME		3,638		3,820
Provision for Loan Losses				250		414
		NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		3,388		3,406
Noninterest Income				779		665
Noninterest Expense				2,747		2,916
		INCOME BEFORE TAXES		1,420		1,155
Income Taxes				508		318
		NET INCOME	$	912	$	837
Per Share Data:
	Net Income — Basic		$	.43	$	.40
	Net Income — Diluted		$	.43	$	.39

AMERICORP AND SUBSIDIARY
UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollar Amounts in Thousands)

		Common Stock
		Common Stock														Accumulated Other Comprehensive Income
		Number of Shares		Amount			Surplus			Comprehensive Income			Retained Earnings			Accumulated Other Comprehensive Income
Balance at January 1, 1999		2,051,994		$	1,026		$	8,771					$	10,453		$	146
Issuance of Stock		70,970			35			870
Retirement of Stock		(18,793	)		(9	)		(83	)					(280	)
Dividends														(928	)
	Comprehensive Income
Net Income										$	3,322			3,322
Unrealized loss on Securities Available for Sale, Net of Taxes of $147											(250	)					(250	)
Reclassification Adjustment for Loss on Sale of Investment Securities Included in Net Income, Net of Taxes of $6											(9	)					(9	)

	Total Comprehensive Income									$	3,063


Balance at December 31, 1999		2,104,171			1,052			9,558						12,567			(113	)
Issuance of Stock		28,314			14			392
Retirement of Stock		(37,921	)		(19	)		(174	)					(432	)
Dividends														(1,110	)
	Comprehensive Income
Net Income										$	3,664			3,664
Unrealized Gain on Securities Available for Sale, Net of Taxes of $49											109						109
Reclassification Adjustment for Gain on Sale of Investment Securities Included in Net Income, Net of Taxes of $3											4						4

	Total Comprehensive Income									$	3,777


Balance at December 31, 2000		2,094,564			1,047			9,776						14,689			—
Issuance of Stock		35,452			18			626
Dividends														(636	)
	Comprehensive Income
Net Income										$	1,350			1,350
Unrealized Gain on Securities Available for Sale, Net of Taxes of $52											113						113

	Total Comprehensive Income									$	1,463


Balance at June 30, 2001		2,130,016		$	1,065		$	10,402					$	15,403		$	113

Item 1. Financial ~~Americorp and Subsidiary~~Statements—Continued ~~Unaudited Statement of Changes in Shareholders' Equity (Dollar Amounts in Thousands, Except Per Share Data)~~

		Common Stock
																Accumulated Other Comprehensive Income
		Number of Shares		Amount			Surplus			Comprehensive Income			Retained Earnings
Balance at January 1, 1999		2,051,994		$	1,026		$	8,771					$	10,453		$	146
Issuance of Stock		70,970			35			870
Retirement of Stock		(18,793	)		(9	)		(83	)					(280	)
Dividends														(928	)
	Comprehensive Income
Net Income										$	3,322			3,322
Unrealized loss on Securities Available for Sale, Net of Taxes of $147											(250	)					(250	)
Reclassification Adjustment for Loss on Sale of Investment Securities Included in Net Income, Net of Taxes of $6											(9	)					(9	)
	Total Comprehensive Income									$	3,063
Balance at December 31, 1999		2,104,171			1,052			9,558						12,567			(113	)
Issuance of Stock		28,314			14			392
Retirement of Stock		(37,921	)		(19	)		(174	)					(432	)
Dividends														(1,110	)
	Comprehensive Income
Net Income										$	3,664			3,664
Unrealized Gain on Securities Available for Sale, Net of Taxes of $49											109						109
Reclassification Adjustment for Gain on Sale of Investment Securities Included in Net Income, Net of Taxes of $3											4						4
	Total Comprehensive Income									$	3,777
Balance at December 31, 2000		2,094,564			1,047			9,776						14,689			—
Issuance of Stock		12,370			6			200
Dividends														(316	)
	Comprehensive Income
Net Income										$	912			912
Unrealized Gain on Securities Available for Sale, Net of Taxes of $57											123						123
	Total Comprehensive Income									$	1,035
Balance at March 31, 2001		2,106,934		$	1,053		$	9,976					$	15,285		$	123

AMERICORP AND SUBSIDIARY
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
(Dollar Amounts in Thousands)

					For the Six Months Ended June 30,
					2001			2000
OPERATING ACTIVITIES
	Net Income				$	1,350		$	1,685
	Adjustments to Reconcile Net Income to
		Net Cash Provided by Operating Activities:
			Depreciation and Amortization			291			320
			Provision for Loan Losses			500			664
			Other Items—Net			187			662

				NET CASH PROVIDED BY OPERATING ACTIVITIES		2,328			3,331
INVESTING ACTIVITIES
	Purchases of Investment Securities					—			(999	)
	Maturities and Sales of Investment Securities					3,928			4,962
	Net Change in Loans					1,902			(10,512	)
	Purchase of Premises and Equipment					(21	)		(107	)

				NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES		5,809			(6,656	)
FINANCING ACTIVITIES
	Net Change in Deposits					5,576			15,811
	Decrease in Other Borrowings					—			(10,000	)
	Repurchase Stock					—			(152	)
	Proceeds from Exercise of Options					644			147
	Dividends					(636	)		(525	)

				NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		5,584			5,281

				INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		13,721			1,956
Cash and Cash Equivalents at Beginning of Period						44,346			30,839

				CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	58,067		$	32,795

Item 1. Financial ~~Americorp and Subsidiary~~Statements—Continued ~~Unaudited Condensed Statement of Cash Flows (Dollar Amounts in Thousands)~~

			For the Three Months Ended March 31,
			2001			2000
OPERATING ACTIVITIES
	Net Income		$	912		$	837
	Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
		Depreciation and Amortization		157			163
		Provision for Loan Losses		250			414
		Other Items — Net		478			(396	)
		NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		1,797			1,018
INVESTING ACTIVITIES
	Purchases of Investment Securities			—			(999	)
	Maturities and Sales of Investment Securities			930			4,616
	Net Change in Loans			(3,988	)		(4,930	)
	Purchase of Premises and Equipment			(19	)		(77	)
		NET CASH USED BY INVESTING ACTIVITIES		(3,077	)		(1,390	)
FINANCING ACTIVITIES
	Net Change in Deposits			13,568			16,782
	Decrease in Other Borrowings			—			(10,000	)
	Repurchase Stock			—			(113	)
	Proceeds from Exercise of Options			206			—
	Dividends			(316	)		(253	)
		NET CASH PROVIDED BY FINANCING ACTIVITIES		13,458			6,416
		INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		12,178			6,044
Cash and Cash Equivalents at Beginning of Period				44,346			30,839
		CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	56,524		$	36,883

AMERICORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Americorp and Subsidiary Notes to Consolidated Financial Statements

Note 1—Basis of Presentation

The accompanying financial information has been prepared in accordance with the Securities and Exchange Commission rules and regulations for quarterly reporting and therefore does not necessarily include all information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles. This information should be read in conjunction with ~~the Company~~Americorp's Form 10K for the year ended December 31, 2000.

The consolidated financial statements include Americorp and its wholly owned subsidiary, American Commercial Bank (the "Bank"). ~~The consolidated financial statements also give retroactive effect to the merger of the Company's subsidiary, American Commercial Bank, with Channel Islands Bank on December 31, 1998.~~

Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year. In the opinion of management, the unaudited financial information for the three month ~~period~~and six month periods ended ~~March~~June 3130, 2001 and 2000, reflect all adjustments, consisting only of normal recurring accruals and provisions, necessary for a fair presentation thereof.

Some matters discussed in this Form 10-Q may be "forward-looking statements" within the meaning of the Private Litigation Reform Act of 1995 and therefore may involve risks, uncertainties and other factors which may cause our actual results to be materially different from the results expressed or implied by our forward-looking statements. These statements generally appear with words such as "anticipate"," "believe"," "estimate"," "may"," "intend"," and "expect"."

Note 2—Earnings Per Share

Effective December 31, 1997, the Company adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share". Accordingly, basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during each period. The computation of diluted earnings per share also considers the number of shares issuable upon the assumed exercise of outstanding common stock options.

Note 3—Stock Split

On March 18, 1999, the Board of Directors of the Company declared a two-for-one stock split of its outstanding shares of common stock. The effective date for the split was April 15, 1999 and the additional shares issued pursuant to the stock split were distributed on May 8, 1999. All per share data has been retroactively adjusted to reflect this split.

Note 4—~~Subsequent~~Proposed ~~Event~~Merger

On April 9, 2001, the Company announced the signing of an Agreement to Merge and Plan of Reorganization (the "Agreement") with Mid-State Bancshares, the parent company of Mid-State Bank, pursuant to which Mid-State Bancshares will acquire Americorp and American Commercial Bank. Upon consummation, Mid-State Bancshares will become the surviving corporation and Mid-State Bank will become the surviving bank. Consummation of the Agreement is subject to a number of conditions, including, but not limited to, the approval of the Agreement by the shareholders of Americorp and the receipt of requisite regulatory approvals.

The Agreement provides that the outstanding shares of Americorp common stock will be exchanged for a combination of cash and shares of common stock of Mid-State Bancshares. Under the Agreement, the maximum amount of Mid-State Bancshares stock to be issued has been set at 70%, the minimum amount of Mid-State Bancshares stock to be issued has been set at 60%, with the balance of the consideration to be paid in cash. The ratio of exchange is based upon the value of $28.75 for each share of Americorp, subject to possible adjustments based upon 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. The merger is structured to be tax-free and iswill ~~intended to~~ be accounted for as a ~~pooling of interests~~purchase.

Item 2—. Management's Discussion and Analysis of Financial Condition and Results of Operations

Income Summary

Americorp reported net earnings of $~~912~~438,000 or $0.4321 ~~diluted~~basic ~~earnings~~income per share for the ~~first~~second ~~three~~quarter ~~months~~ of 2001. This represents a ~~9.0%~~$410,000 ~~increase~~decrease, ~~over~~or ~~the~~48.3%, from the same period during 2000 when net earnings were $~~837~~848,000 or $0.3940 ~~diluted~~basic ~~earnings~~income per share. This decrease was primarily due to a $497,000 decline in net interest income, offset by a one-time net benefit of $56,000 from the termination of certain postretirement benefits for retired employees and directors and certain costs associated with litigation and a significant increase in the Company's effective tax rate plus continued efforts by the Company to improve operating efficiency. These items and other contributing factors are discussed in more detail later in this analysis.

~~Annualized~~Net ~~return~~income ~~on average assets~~ for the ~~three~~first six months ~~ended~~of ~~March 31,~~ 2001 ~~was~~were $1,350,000 or $0.~~35%~~64 ~~compared~~basic ~~with~~income 1per share.38 This represents a $335,000 decrease, or 19.9%, ~~for~~from the same period in 2000 when net earnings were $1,685,000 or $0.80 ~~Return~~basic onincome ~~average~~per ~~assets~~share. ~~for~~The majority of this decline is attributable to the ~~year ended~~second ~~December 31,~~quarter ~~2000~~results ~~was~~as 1previously discussed.~~44%.~~

Annualized return on average ~~equity~~assets for the three months and six months ended ~~March~~June 3130, 2001 was 140.1464% and 0.99%, respectively, compared with 141.4135% and 1.36% for the same periods ~~period~~ in 2000. Return on average ~~equity~~assets for the year ended December 31, 2000 was 151.1744%.

~~Quarterly~~Annualized ~~cash~~return ~~dividends~~on ofaverage ~~$0.15~~equity ~~per~~for ~~share~~the ~~were~~three ~~declared~~months inand ~~the~~six ~~first~~months ~~quarter~~ended ofJune 30, 2001 was 6.55% and 10.28%, arespectively, ~~slight~~compared ~~increase~~with ~~from~~14.48% ~~the~~and $014.1233% ~~per~~for ~~share~~the ~~declared~~same periods in 2000. Return on average equity for the ~~first~~year ~~quarter~~ended ofDecember 31, 2000 was 15.17%.

Quarterly cash dividends of $0.15 per share were declared in the 2001, a slight increase from the $0.12 and $0.13 per share declared in the first and second quarters of 2000.

Net Interest Income

Net interest income is the amount by which the interest and amortization of fees generated from loans and other earning assets exceed the cost of funding those assets, usually deposit account interest expense. Net interest income depends on the difference (the "interest rate spread") between gross interest and fees earned on the loans and investment portfolios and the interest rates paid on deposits and borrowings. ~~Net~~The ~~interest~~following ~~income~~table ~~was~~sets ~~$3.6 million~~forth ~~for~~ the ~~quarter~~components ~~ended~~of ~~March 31,~~net ~~2001~~interest income, ~~compared~~average toearning ~~$3.8 million~~assets ~~for~~and ~~the quarter~~net ~~ended~~interest ~~March 31,~~margin: ~~2000.~~

The following table sets forth the components of net interest income, average earning assets and net interest margin:

		Three Months Ended June 30,						Six Months Ended June 30,
		Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31, 2000
		2001			2000			2001			2000			Year Ended December 31, 2000
Interest Income		$	4,979		$	5,270		$	10,348		$	10,276		$	21,604
Interest Expense			1,656			1,450			3,387			2,636			5,865

	Net Interest Income	$	3,323		$	3,820		$	6,961		$	7,640		$	15,739

Average Earning Assets		$	245,806		$	223,545		$	243,623		$	220,275		$	226,847
Net Interest Margin			5.41	%		6.84	%		5.71	%		6.94	%		6.94	%

		Three Months Ended March 31,
								Year Ended December 31, 2000
		2001			2000
Interest Income		$	5,369		$	5,006		$	21,604
Interest Expense			1,731			1,186			5,865
	Net Interest Income	$	3,638		$	3,820		$	15,739
Average Earning Assets		$	241,410		$	217,176		$	226,847
Net Interest Margin			6.03	%		7.04	%		6.94	%

Net interest income was $3.3 million for the quarter ended June 30, 2001, compared to $3.8 million for the quarter ended June 30, 2000. This decrease of $497,000 was primarily due to the successive declines in the national prime rate. Like most community banks, the majority of the Company's assets have variable interest rates that readjust daily with changes in the national prime rate. Although many of the Company's deposits are also adjustable, competitive forces in the market place serviced by the Company have not allowed it to make corresponding reductions in the rates it pays on those deposits. In fact, the Company's interest expense has actually increased in 2001

The $182,000 decrease in net interest income was the result of significant growth in average interest-earning assets (which increased net interest income) and the decline in the prime rate (which decreased net interest income). Average interest-earning asset increased by 11.1% from $217 million in the first quarter of 2000 to $241 million in the first quarter of 2001. 7

~~The~~ ~~net interest margin in the first quarter of 2001~~ compared to ~~the same quarter in~~ 2000 ~~was~~due ~~also impacted by the recent declines in the prime rate. The prime rate started out at 8.5% in 2000 and continued~~ to ~~rise~~these ~~with~~competitive 25forces ~~basis~~as ~~points~~well ~~increases~~as inan ~~February and March to end the first quarter of 2000 at 9.00% and another 50 basis point~~ increase in ~~May to end~~ the ~~year~~amount ~~at 9.5%. In 2001, the prime rate was reduced 50 basis points three times to end the first quarter~~ of ~~2001~~average at 8.0%. The majority of the Bank's loans and its investments in federal funds sold reprice daily with changes in the prime rate. Deposits generally reprice at a slower pace, therefore decreasing the net interest-bearing ~~margin~~liabilities in ~~the~~2001 ~~short~~compared ~~run. Management decreases the rates on deposits based on market conditions and is therefore unable~~ to ~~predict the timing of these decreases or the ultimate impact on the Company's future net interest margin~~2000.

8 Net interest income was $7.0 million for the six months ended June 30, 2001, compared to the $7.6 million for the six months ended June 30, 2000. The $679,000 decrease in net interest income was also due to the factors discussed above.

The net interest margin in the first half of 2001 compared to the same half of 2000 was also directly impacted by the recent declines in the national prime rate. The national prime rate declined 325 basis points in 2001 from 9.5% to 6.75% on June 30, 2001. The majority of the Company's loans and its investments in federal funds sold reprice daily with changes in the prime rate. Deposits generally reprice at a slower pace, therefore significantly decreasing the net interest margin in the short run. Management changes the rates on deposits based on market conditions and is therefore unable to predict the timing of these increases or the ultimate impact on the Company's future net interest margin.

The national prime rate was 7.75% for the first six months of 1999, and then experienced 25 basis points increases in July, August and November to end the year at 8.50%. Prime continued to rise in 2000 with 25 basis points increases in February and March and a 50 basis points increase in May to end the first year at 9.50%. As noted above, during 2001, the prime rate declined another 325 basis points to end up at 6.75% on June 30, 2001.

Provision for Loan Losses

Americorp made a $250,000 ~~contribution~~contributions to the allowance for loan losses in the first ~~quarter~~and second quarters of 2001. The total provision for loan losses in the first six months of 2001 was $500,000 compared to $664,000 in 2000. Management believes that the allowance, which ~~stands~~equals ~~at 1~~2.9211% of total loans at ~~March~~June 3130, 2001, is adequate to cover future losses. The allowance for ~~loan~~loans losses at ~~March~~June 3130, 2000 was 1.2030% of total loans.

Changes in the allowance for loan losses for the quarter and six months ended ~~March~~June 3130, 2001 and 2000 are as follows (dollar amounts in thousands):

	Quarter Ended March 31,
	Three Months Ended June 30,					Six Months Ended June 30,
	2001		2000			2001		2000
Allowance, Beginning of Quarter	$	3,553	$	1,978
Allowance, Beginning of Period	$	3,868	$	2,225		$	3,553	$	1,978
Provision for Loan Losses		250		~~414~~250			500		664
Loans Charged Off — net of Recoveries		65		(167	)
Loans Charged Off—net of Recoveries		13		25			78		(142	)
Allowance, End of Quarter	$	3,868	$	2,225
Allowance, End of Period	$	4,131	$	2,500		$	4,131	$	2,500

~~Non~~Noninterest ~~Interest~~ Income

~~Non~~Noninterest ~~Interest~~ Income represents deposit account services charges and other types of non-loan related fee income. ~~Non-interest~~Noninterest income for the quarter ended ~~March~~June 3130, 2001 totaled $~~779~~630,000, ~~compared~~which tois slightly below the $~~665~~682,000 reported for the same period ~~ended~~in 2000. ~~This~~Noninterest ~~represents~~income anfor ~~increase~~the ofsix ~~$114,000.~~months ~~This~~ended ~~increase~~June 30, ~~was~~2001 ~~primarily due to~~ totaled $821,409,000, ~~in life~~which ~~insurance~~is ~~benefits~~slightly ~~received~~above ~~in excess of~~ the ~~cash~~$1,347,000 ~~surrender~~reported ~~value~~for of the ~~policy~~same onperiod ain ~~retired officer of the Bank~~2000.

~~Non Interest Expense~~ 8

~~Non~~Noninterest Interest Expenses represent salaries, occupancy expenses, professional expenses, outside services and other miscellaneous expenses necessary to conduct business. Non-interest expense for the quarter ended March 31, 2001 totaled $2,747,000 compared to $2,916,000 for the same period during 2000. As an annualized percent of average assets, noninterest expense was 4.08% in the first quarter of 2001 compared to 4.81% for the first quarter in 2000. This decline is primarily the result of ongoing Company efforts to reduce overall operating expenses. Expense

Noninterest expense represents salaries, occupancy expenses, professional expenses, outside services and other miscellaneous expenses necessary to conduct business. Noninterest expense for the quarter ended June 30, 2001 totaled $2,948,000 compared to $3,099,000 for the same period of 2000. This decline is primarily the result of a one-time net benefit of $56,000 from the termination of certain postretirement benefits for retired employees and directors and certain costs associated with litigation offset by increased merger related and other expenses.

Noninterest expense for the six months ended June 30, 2001 totaled $5,695,000 down slightly from the $6,015,000 for the same period in 2000. As an annualized percent of average assets, noninterest expense was 4.18% in the first half of 2001 compared to 4.87% for the first half of 2000. As noted above, this decline is primarily the result of a one-time net benefit of $56,000 from the termination of certain postretirement benefits for retired employees and directors and certain costs associated with litigation and continued efforts by the Company to improve operating efficiency.

Income Taxes

The Company's income tax provision for the first ~~quarter~~six months of 2001 was $~~508~~825,000, resulting in an effective rate of 3537.89% on income before taxes. This rate compares to the 21.9% and the 25.5% reported for the years ending December 31, 2000 and 1999, respectively. The Company's effective tax has significantly increased due to the lack of tax credits carry forwards that were fully utilized in ~~prior periods~~2000.

Balance Sheet Analysis

Total assets at ~~March~~June 3130, 2001 totaled $~~281~~273.20 million, an increase of $146.75 million or 52.54% from December 31, 2000. The majority of this growth was centered in federal funds sold, which increased $117.24 million. Deposits increased by $135.6 million or 52.73% during the ~~first~~six ~~quarter~~months of 2001. This increase was used to fund the assets growth described above.

Asset Quality

The following table sets forth the components of non-performing assets and related ratios: (dollar amounts in thousands)

		March 31,
		June 30,
								December 31, 2000
		2001			2000
Loans 90 Day Past Due and Still Accruing		$	7		$	15		$	6
Loans 90 day past due and still accruing		$	227		$	456		$	6
Loans on Nonaccrual			1,127			1,643			773
Loans on nonaccrual			1,176			1,919			773
	Nonperforming Loans		1,~~134~~403			12,~~658~~375			779
Other Real Estate Owned (OREO)			315			206			315
Other real estate owned (OREO)			265			206			315
	Nonperforming Assets	$	1,~~449~~668		$	12,~~864~~581		$	1,094
Nonperforming Loans as a Percent of Total Loans			0.5672	%		01.8924	%		0.39	%
Allowance for Loan Losses as a Percent of Nonperforming Loans			~~341~~294.0951	%		~~134~~105.2026	%		456.10	%
Nonperforming Assets as a Percent of Total Assets			0.5261	%		01.7402	%		0.41	%

The primary ratios of loan quality have declined slightly in the first ~~quarter~~six months of 2001. Nonperforming loans as a percent of total loans increased to 0.5672% at ~~March~~June 3130, 2001, compared to 0.39% at December 31, 2000. Likewise, the allowance for loan losses as a percent of nonperforming loans decreased to ~~341~~294.0951% at ~~March~~June 3130, 2001, down from 456.10% at December 31, 2000. These ratios, ~~however, are significantly better than the same ratios at March 31, 2000.~~

~~At March 31, 2001, the Company had one property of OREO with a total book value of $315,000. The Company believes this property will be liquidated during 2001 without any significant loss.~~ 9

however, are significantly better than the same ratios at June 30, 2000. At June 30, 2001, the Company had one property of OREO with a total book value of $265,000. The Company believes this property will be liquidated during 2001 without any significant loss.

Capital

Total shareholders equity at ~~March~~June 3130, 2001 totaled $2627.40 million, which ~~represented~~represents a 1211.36% increase from $2324.52 million at ~~March~~ June 3130, 2000.

~~Americorp's~~The ~~subsidiary~~ Bank maintains capital ratios above the Federal regulatory guidelines for a "well-capitalized" bank. The ratios are as follows:

			Actual Ratios
	Ratio		June 30, 2001		December 31, 2000
	Required Ratio		March 31, 2001		December 31, 2000
Tier 1 Capital (to Average Assets)	5.00	%	9.75	%	9.50	%
Tier 1 Capital (to Average Assets)	5.00	%	9.53	%	9.50	%
Tier 1 Capital (to Risk Weighted Assets)	6.00	%	12.30	%	11.00	%
Tier 1 Capital (to Risk Weighted Assets)	6.00	%	11.41	%	11.00	%
Total Capital (to Risk Weighted Assets)	10.00	%	13.56	%	12.30	%
Total Captial (to Risk Weighted Assets)	10.00	%	12.66	%	12.30	%

On February 24, 2000, the Company established a stock repurchase program for up to 200,000 shares of the Company's outstanding common stock. Repurchases have been discontinued due to the proposed merger with Mid-State ~~Bancorp~~Bancshares discussed in Note 4 to the financial statements.

Liquidity

Management is not aware of any future capital expenditures or other significant demands on commitments which would severely impair liquidity.

10Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 3—Quantitative and Qualitative Disclosures About Market Risk

Market Risk

In Management's opinion there has not been a material change in Americorp's market risk profile during the ~~three~~six months ended ~~March~~June 3130, 2001. Market ~~risk~~ risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices and equity prices. Americorp's market risk arises primarily from interest rate risk inherent in its lending and deposit taking activities. To that end, management actively monitors and manages its inherent rate risk exposure. Americorp does not have any market risk sensitive instruments acquired for trading purposes. Americorp manages its interest rate sensitivity by matching the repricing opportunities on its earning assets to those on its funding liabilities. Management uses various asset/liability strategies to manage the repricing characteristics of its assets and liabilities to ensure that exposure to interest rate fluctuations is limited within Americorp's guidelines of acceptable levels of risk-taking.

At ~~March~~June 3130, 2001, Americorp had $~~170~~153.24 million of assets and $~~159~~160.89 million of liabilities repricing within one year. Therefore, $107.45 million more in interest rate sensitive ~~assets~~liabilities than interest rate sensitive ~~liabilities~~assets will change to the then current rate (changes occur due to the instruments being at a variable rate or because the maturity of the instrument requires its replacement at the then current rate). Generally, if rates were to fall during this period, interest ~~income~~expense would decline by a greater amount than interest ~~expense~~income and net income would ~~decrease~~increase. Conversely, if rates were to rise, the reverse would apply, and Americorp's net income would ~~increase~~decrease. However, the recent decrease in the prime rate has significantly decreased Americorp's net interest income as asset rates generally reprice faster than liability rates.

See also the previous discussion on net interest income in Item 2—Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~operations—Net Interest Income.

1110

PART II—OTHER INFORMATION

Item 1—Legal Proceedings


Item 1	—	Legal Proceedings
		Due to the nature of the banking business, the Bank is at times party to various legal actions; all such actions are of a routine nature and arise in the normal course of business.
Item 2	—	Changes in Securities
		None
Item 3	—	Defaults upon Senior Securities
		None
Item 4	—	Submission of Matters to a Vote of Security Holders
		None
Item 5	—	Other Information
		None
Item 6	—	Exhibits and Reports on Form 8-K
A)		Exhibits
		None
B)		Reports on Form 8-K
		Form 8-K filed on May 25, 2001 announcing several amendments in the definitive agreement relating to the proposed merger between the Company and Mid-State Bancshares. Most notable was removal of the requirement that the merger qualify for pooling accounting treatment, the minimum amount of stock to be issued by Mid-State in exchange for Americorp stock was established at 60% of the total consideration in the merger, and the option for Company shareholders to receive a portion of the proceeds in cash.
		Form 8-K filed on August 7, 2001 announcing certain additional amendments in the definitive agreement relating to the proposed merger between the Company and Mid-State Bancshares. Most notable was a maximum amount of Mid-State Bancshares stock to be issued in the merger was established at 70% of the total consideration in the merger, with the balance of the consideration paid in cash to Americorp shareholders.

~~Due to the nature of the banking business, ACB is at times party to various legal actions; all such actions are of a routine nature and arise in the normal course of business.~~ 11

~~Item~~ ~~2—Changes~~ ~~in Securities~~ SIGNATURES

None

Item 3—Defaults upon Senior Securities

None

Item 4—Submission of Matters to a Vote of Security Holders

None

Item 5—Other Information

None

Item 6—Exhibits and Reports on Form 8-K

None

Form 8-K filed on April 11, 2001 announcing the proposed merger between the Company and Mid-State Bancshares.

Signatures

Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Americorp
	AMERICORP
Date: May 11, 2001	By:		/s/ GERALD J. LUKIEWSKI Gerald J. Lukiewski President and Chief Executive Officer
Date: August 9, 2001	By:	/s/ GERALD J. LUKIEWSKI Gerald J. Lukiewski President and Chief Executive Officer
Date: May 11, 2001	By:		/s/ KEITH J. SCIARILLO Keith J. Sciarillo Senior Vice President and Chief Financial Officer
Date: August 9, 2001	By:	/s/ KEITH J. SCIARILLO Keith J. Sciarillo Senior Vice President and Chief Financial Officer

1312

QuickLinks

INDEX
AMERICORP AND SUBSIDIARY UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Dollar Amounts in Thousands)
AMERICORP AND SUBSIDIARY UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollar Amounts in Thousands, Except Per Share Data)
AMERICORP AND SUBSIDIARY UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Dollar Amounts in Thousands)
AMERICORP AND SUBSIDIARY UNAUDITED CONDENSED STATEMENT OF CASH FLOWS (Dollar Amounts in Thousands)
AMERICORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PART II—OTHER INFORMATION
SIGNATURES

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