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Section 1: 8-K (PACIFIC CAPITAL BANCORP 8-K)


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


                                    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): June 19, 2007

                             PACIFIC CAPITAL BANCORP
             (Exact name of registrant as specified in its charter)

           California                0-11113                  95-3673456
  (State or other jurisdiction     (Commission             (I.R.S. Employer
        of incorporation)          File Number)           Identification No.)

          1021 Anacapa Street, Santa Barbara, CA                93101
         (Address of principal executive offices)             (Zip Code)

  Registrant's telephone number, including area code: (805) 564-6405 Check the
   appropriate box below if the Form 8-K filing is intended to simultaneously
   satisfy the filing obligation of the registrant under any of the following
                provisions (see General Instruction A.2. below):

      [ ] Written communications pursuant to Rule 425 under the Securities
                              Act (17 CFR 230.425)

       [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
                             Act (17 CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
                       Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
                       Exchange Act (17 CFR 240.13e-4(c))


      


Item 1.01      Entry into a Material Definitive Agreement

         On June 19, 2007, Pacific Capital Bank, N.A. (the "Bank"), a subsidiary
of Pacific Capital Bancorp (the "Company"), entered into an Asset Purchase
Agreement with LEAF Funding, Inc. , LEAF Financial Corporation, and LEAF
Commercial Finance Co., LLC (collectively the "Buyer") for the sale of the
Bank's equipment leasing and financing business (the "Business").

The following is a description of significant terms of the Asset Purchase
Agreement:

          1.   The Buyer will purchase the equipment lease portfolio and certain
               other assets, and assume certain liabilities, for a purchase
               price equal to 104.7643% of the Bank's net investment in the
               equipment lease assets. The aggregate purchase price is estimated
               to be approximately $280 million.

          2.   The sale of the Business is anticipated to close on June 22,
               2007.

          3.   The Bank agrees not to compete with the Buyer for five years in
               the third-party origination business of equipment leases of the
               size and for equipment of the type for which the Business extends
               leases. This covenant does not prevent the Bank from acquiring,
               being acquired by, or merging with another business that includes
               equipment leasing as part of a larger business.

The Company's press release dated June 20, 2007, announcing the execution of the
Asset Purchase Agreement as well as the Company's sale of its Indirect Auto
Finance portfolio is attached hereto as Exhibit 99.1


Item 9.01      Financial Statements and Exhibits

(c) Exhibits:

Exhibit No.       Description
-----------       --------------------------------------

99.1              Press release dated June 20, 2007.




      


                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


PACIFIC CAPITAL BANCORP
Date: June 20, 2007


                                                    /s/ Frederick W. Clough
                                                   ------------------------
                                                   Frederick W. Clough
                                                   Executive Vice President and
                                                   General Counsel



      


                                  EXHIBIT INDEX

Exhibit Number         Description of Exhibits
--------------         -----------------------

99.1           Pacific Capital Bancorp press release announcing the execution of
the Asset Purchase Agreement and sale of the Indirect Auto Finance portfolio.
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Section 2: EX-99.1 (EXHIBIT 99.1)

                                                                    EXHIBIT 99.1

    Pacific Capital Bancorp Announces Sale of Two Loan Portfolios

    SANTA BARBARA, Calif.--(BUSINESS WIRE)--June 20, 2007--Pacific
Capital Bancorp (Nasdaq: PCBC) today announced that it has entered
into a definitive agreement to sell its Commercial Equipment Leasing
and Financing business to LEAF Funding, Inc., LEAF Financial
Corporation, and LEAF Commercial Finance Co., LLC. Pacific Capital
will receive approximately $280 million from the sale of the business,
which equates to approximately 105% of the Bank's net investment in
the assets of the Commercial Equipment Leasing portfolio. Pacific
Capital will record a gain on sale of approximately $20 million in the
second quarter of 2007 related to the sale of this business. 

    Pacific Capital also announced the completion of the sale of its
Indirect Auto Financing portfolio to Wells Fargo. Pacific Capital
received approximately $222 million from the sale of the business,
which equates to 100% of the Bank's net investment in the assets of
the Indirect Auto Financing portfolio. Pacific Capital will record a
loss on sale of approximately $900,000 in the second quarter of 2007
related primarily to the costs of the sale of this business.

    "The exit from these two business lines and the sale of the
portfolios reflects our commitment to creating the optimal mix of
businesses within the Bank," said George S. Leis, President & Chief
Executive Officer of Pacific Capital Bancorp. "We determined that
these two businesses were not aligned with our strategic plan or met
our targeted internal rates of return. The sale of these portfolios
will provide capital that can be better deployed and create greater
value for our shareholders."

    Pacific Capital Bancorp, with $7.4 billion in assets, is the
holding company for Pacific Capital Bank, N.A., a nationally chartered
bank that does business on the Central Coast of California under the
local brand names of Santa Barbara Bank & Trust, First National Bank
of Central California, South Valley National Bank, San Benito Bank,
and First Bank of San Luis Obispo.

    Forward Looking Statements

    This press release contains forward-looking statements with
respect to the financial condition, results of operation and
businesses of Pacific Capital Bancorp. These include statements that
relate to or are dependent on estimates or assumptions about the
prospects of continued loan and deposit growth, improved credit
quality, the health of the capital markets, the Company's de novo
branching and acquisition efforts, the operating characteristics of
the Company's income tax refund loan and transfer programs and the
economic conditions within its markets. These forward-looking
statements involve certain risks and uncertainties, many of which are
beyond the Company's control. Factors that may cause actual results to
differ materially from those contemplated by such forward-looking
statements include, among others, the following possibilities: (1)
increased competitive pressure among financial services companies; (2)
changes in the interest rate environment reducing interest margins or
increasing interest rate risk; (3) deterioration in general economic
conditions, internationally, nationally or in California; (4) the
occurrence of terrorist acts; (5) reduced demand for or earnings
derived from the Company's income tax refund loan and refund transfer
programs; (6) legislative or regulatory changes or litigation
adversely affecting the businesses in which Pacific Capital Bancorp
engages; (7) unfavorable conditions in the capital markets; (8)
difficulties in opening additional branches or integrating
acquisitions; and (9) other risks detailed in reports filed by Pacific
Capital Bancorp with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date they are made,
and Pacific Capital Bancorp does not undertake to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements are made.

    CONTACT: Financial Relations Board for Pacific Capital Bancorp
             Tony Rossi, Senior Vice President, 310-854-8317
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