<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For  the Quarterly Period Ended      September 30, 1996    .

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

For  the Transition Period from ______________ to ________________

                          Commission File No. 0-25418 .

                              CENTRAL COAST BANCORP
             (Exact name of registrant as specified in its charter)


            California                                          77-0367061
  (State or other jurisdiction of                       (IRS Employer ID Number)
  incorporation or organization)


  301 Main Street, Salinas, California                                   93901
 (Address of principal executive offices)                             (Zip code)


                                (408) 422-6642 .
                         (Registrant's telephone number,
                              including area code)

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 preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                                    Yes  X    No
                                        ---      ---

  Indicate the number of shares outstanding of each of the issuer's classes of
                common stock, as of the latest practicable date:

 No par value Common Stock - 2,831,697 shares outstanding at November 8, 1996 .
<PAGE>   2
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                     CENTRAL COAST BANCORP AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)



<TABLE>
<CAPTION>
                                                            September 30,         December 31,
                                                                1996                  1995
                                                            ------------          ------------
<S>                                                         <C>                   <C>
ASSETS
Cash and due from banks                                     $ 27,898,000          $ 27,914,000
Federal Funds Sold                                            32,200,000            46,764,000
                                                            ------------          ------------
    Total cash and cash equivalents                           60,098,000            74,678,000
                                                            ------------          ------------

Interest-bearing deposits in
   other financial institutions                                1,299,000             4,492,000

Investment securities
   (market value $79,200,000 at September 30, 1996
    and $80,113,000 at December 31, 1995)                     79,436,000            79,643,000

Loan held for sale                                               361,000               540,000
Loans, net                                                   214,584,000           191,000,000
Premises and equipment, net                                    1,217,000             1,333,000
Other assets                                                   5,823,000             5,549,000
                                                            ------------          ------------
TOTAL ASSETS                                                $362,818,000          $357,235,000
                                                            ============          ============

LIABILITIES
Deposits:
   Noninterest bearing                                      $ 81,118,000          $ 68,541,000
   Interest bearing                                          244,772,000           257,548,000
                                                            ------------          ------------
     Total deposits                                          325,890,000           326,089,000
Other liabilities                                              1,965,000             1,230,000
                                                            ------------          ------------
TOTAL LIABILITIES                                            327,855,000           327,319,000

COMMITMENTS AND CONTINGENCIES (Note 4)
SHAREHOLDERS' EQUITY
Preferred stock - no par value
   authorized 1,000,000 shares, no shares issued
Common stock - no par value
   authorized 20,000,000 shares
   issued & outstanding: 2,831,697 shares
   at September 30, 1996 and 2,538,454 shares
       at December 31, 1995                                   30,463,000            25,860,000
Retained earnings                                              4,500,000             4,056,000
                                                            ------------          ------------
SHAREHOLDERS' EQUITY                                          34,963,000            29,916,000
                                                            ------------          ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $362,818,000          $357,235,000
                                                            ============          ============
</TABLE>



See Notes to Consolidated Condensed Financial Statements

                                       2
<PAGE>   3
                     CENTRAL COAST BANCORP AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)



<TABLE>
<CAPTION>
                                                   Three Months Ended                       Nine Months Ended
                                                      September 30,                           September 30,
                                               1996                1995                 1996                 1995
                                           -----------          -----------          -----------          -----------
<S>                                        <C>                  <C>                  <C>                  <C>
INTEREST INCOME
Loans (including fees)                     $ 5,507,000          $ 5,057,000          $16,592,000          $15,177,000
Investment securities                        1,282,000            1,331,000            3,841,000            3,274,000
Other                                          380,000              846,000            1,480,000            1,825,000
                                           -----------          -----------          -----------          -----------
   Total interest income                     7,169,000            7,234,000           21,913,000           20,276,000

INTEREST EXPENSE
Deposits                                     2,436,000            2,687,000            7,409,000            7,305,000
Other                                             --                   --                   --                 10,000
                                           -----------          -----------          -----------          -----------
   Total interest expense                    2,436,000            2,687,000            7,409,000            7,315,000

NET INTEREST INCOME                          4,733,000            4,547,000           14,504,000           12,961,000
PROVISION FOR CREDIT LOSSES                       --                 45,000              159,000              680,000
                                           -----------          -----------          -----------          -----------

NET INTEREST INCOME AFTER
   PROVISION FOR CREDIT LOSSES               4,733,000            4,502,000           14,345,000           12,281,000

OTHER INCOME                                   406,000              294,000            1,118,000              859,000
                                           -----------          -----------          -----------          -----------

OTHER OPERATING EXPENSE
Salaries and employee benefits               1,405,000            1,523,000            4,563,000            4,290,000
Occupancy                                      183,000              202,000              534,000              595,000
Furniture and equipment                        178,000              162,000              500,000              498,000
Other expenses                                 701,000              690,000            2,039,000            2,404,000
                                           -----------          -----------          -----------          -----------
   Total other operating expenses            2,467,000            2,577,000            7,636,000            7,787,000
                                           -----------          -----------          -----------          -----------

INCOME BEFORE INCOME TAXES                   2,672,000            2,219,000            7,827,000            5,353,000
Provision for income taxes                   1,149,000              953,000            2,942,000            2,232,000
                                           -----------          -----------          -----------          -----------

NET INCOME                                 $ 1,523,000          $ 1,266,000          $ 4,885,000          $ 3,121,000
                                           ===========          ===========          ===========          ===========

NET INCOME PER COMMON AND
   COMMON EQUIVALENT SHARES                $      0.49          $      0.41          $      1.57          $      1.02
                                           ===========          ===========          ===========          ===========
</TABLE>



See Notes to Consolidated Condensed Financial Statements

                                       3
<PAGE>   4
                     CENTRAL COAST BANCORP AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)



<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                            September 30,
                                                                     1996                   1995
                                                                 ------------           ------------
<S>                                                              <C>                    <C>
Increase in cash and equivalents:
OPERATIONS
   Net income                                                    $  4,885,000           $  3,121,000
   Reconciliation to net cash provided by operations
      Provision for credit losses                                     159,000                680,000
      Gain on sale of fixed assets                                     (1,000)                  --
      Depreciation                                                    318,000                312,000
      Amortization and accretion                                      (59,000)               (97,000)
      Increase in other assets                                       (274,000)              (793,000)
      Increase (decrease) in other liabilities                        735,000                434,000
      Net change in deferred loan fees                                171,000                141,000
                                                                 ------------           ------------
Net cash provided by operations                                     5,934,000              3,798,000
                                                                 ------------           ------------
INVESTMENT ACTIVITIES
   Net (increase) decrease in interest-bearing deposits
      in other financial institutions                               3,193,000             (1,998,000)
   Proceeds from maturities of securities                          46,427,000             30,081,000
   Purchase of securities                                         (46,161,000)           (55,219,000)
   Net decrease in loans held for sale                                179,000                667,000
   Net (increase) decrease in loans                               (23,914,000)             7,081,000
   Proceeds from sale of fixed assets                                   1,000                   --
   Capital expenditures                                              (202,000)              (238,000)
                                                                 ------------           ------------
Net cash used for investment activities                           (20,477,000)           (19,626,000)
                                                                 ------------           ------------
FINANCING ACTIVITIES
   Net increase (decrease) in deposit accounts                       (199,000)            35,015,000
   Payment of fractional shares from stock dividend                    (6,000)                  --
   Proceeds from sale of common stock                                 168,000                 31,000
                                                                 ------------           ------------
Net cash provided (used) by financing activities                      (37,000)            35,046,000
                                                                 ------------           ------------
Net increase (decrease) in cash and equivalents                   (14,580,000)            19,218,000
Cash and cash equivalents, beginning of period                     74,678,000             51,572,000
                                                                 ------------           ------------
Cash and cash equivalents, end of period                         $ 60,098,000           $ 70,790,000
                                                                 ============           ============

OTHER CASH FLOW INFORMATION
   Interest paid                                                 $  7,168,000           $  5,096,000
   Income taxes paid                                                2,960,000              2,127,000

</TABLE>


See Notes to Consolidated Condensed Financial Statements

                                       4
<PAGE>   5
                     CENTRAL COAST BANCORP AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         September 30, 1996 (Unaudited)

1. CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of Management, the unaudited consolidated condensed financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the Company's consolidated financial
position at September 30, 1996 and December 31, 1995, the results of operations
for the three and nine month periods ended September 30, 1996 and 1995 and cash
flows for the nine month periods ended September 30, 1996 and 1995.

Certain information and footnote disclosures normally presented in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. These interim consolidated condensed financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's 1995 Annual Report to Shareholders. The
results of operations for the three and nine month periods ended September 30,
1996 may not necessarily be indicative of the operating results for the full
year.

2. INVESTMENT SECURITIES

The Company is required under Financial Accounting Standards Board (FASB)
Statement No. 115, "Accounting for Investments in Certain Debt and Equity
Securities", to classify debt and equity securities into one of three
categories: held-to-maturity, trading or available-for-sale. Investment
securities classified as held-to-maturity are measured at amortized cost based
on the Company's positive intent and ability to hold such securities to
maturity. Trading securities are bought and held principally for the purpose of
selling them in the near term and are carried at market value with a
corresponding recognition of unrealized holding gain or loss in the results of
operations. The remaining investment securities are classified as
available-for-sale and are measured at market value with a corresponding
recognition of the unrealized holding gain or loss (net of tax effect) as a
separate component of shareholders' equity until realized. Any gains and losses
on sales of investments are computed on a specific identification basis.

                                       5
<PAGE>   6
The carrying value and approximate market value of securities at September 30,
1996 and December 31, 1995 are as follows:



<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                   Book           Unrealized       Unrealized        Market
In thousands                                       Value             Gain           Losses            Value
-----------------------------------------------------------------------------------------------------------

<S>                                              <C>              <C>                  <C>          <C>
SECURITIES HELD TO MATURITY:
September 30, 1996
   U.S. Treasury and
      agency securities                          $76,392          $    89              304          $76,177
   Other                                           3,044               --               21            3,023
-----------------------------------------------------------------------------------------------------------
Total                                             79,436          $    89              325           79,200
===========================================================================================================

SECURITIES HELD TO MATURITY:
December 31, 1995
   U.S. Treasury and
      agency securities                          $79,643          $    494              24           80,113
-----------------------------------------------------------------------------------------------------------
Total                                            $79,643          $    494              24           80,113
===========================================================================================================
</TABLE>



3. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The activity in the allowance for credit losses is summarized as follows:


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                          Three months ended                  Nine months ended
                                             September 30,                       September 30,
In thousands                             1996             1995               1996            1995
----------------------------------------------------------------------------------------------------

<S>                                   <C>               <C>               <C>               <C>
Beginning balance                     $ 4,410           $ 4,553           $ 4,446           $ 4,067
Provision charged to expense             --                  45               159               680
Loans charged off                         (44)             (142)             (285)             (338)
Recoveries                                 67                17               113                64
----------------------------------------------------------------------------------------------------
Ending balance                        $ 4,433           $ 4,473           $ 4,433           $ 4,473
====================================================================================================
</TABLE>



The allowance for credit losses reflects management's judgment as to the level
which is considered adequate to absorb potential losses inherent in the loan
portfolio. This allowance is increased by provisions charged to expense and
reduced by loan charge-offs net of recoveries. Management determines an
appropriate provision based upon information currently available to analyze
credit loss potential, including (1) the loan portfolio balance in the period;
(2) a comprehensive grading and review of new and existing loans outstanding;
(3) actual previous charge-offs; and, (4) changes in economic conditions.

                                       6
<PAGE>   7
Beginning in 1995, the Company adopted FASB Statements No. 114, "Accounting by
Creditors for Impairment of a Loan" and No. 118, "Accounting by Creditors for
Impairment of a Loan --Income Recognition and Disclosure." Under the new
standard, the 1995 allowance for credit losses related to loans that are
identified for evaluation in accordance with Statements 114 and 118 is based on
discounted cash flows using the loan's initial effective interest rate or the
fair value of the collateral for certain collateral dependent loans.

Management believes that the allowance for credit losses at September 30, 1996
is adequate, based on information currently available. However, no prediction of
the ultimate level of loan charge-offs in future years can be made with any
certainty.

Nonperforming assets are comprised of loans delinquent 90 days or more with
respect to interest or principal, loans for which the accrual of interest has
been discontinued, and other real estate which has been acquired through
foreclosure and is awaiting disposition.

Unless well secured and in the process of collection, loans are placed on
nonaccrual status when a loan becomes 90 days past due as to interest or
principal, when the payment of interest or principal in accordance with the
contractual terms of the loan becomes uncertain or when a portion of the
principal balance has been charged off. When a loan is placed on nonaccrual
status, the accrued and unpaid interest receivable is reversed and the loan is
accounted for on the cash or cost recovery method thereafter, until qualifying
for return to accrual status. Generally, a loan may be returned to accrual
status when all delinquent interest and principal become current in accordance
with the terms of the loan agreement and remaining principal is considered
collectible or when the loan is both well secured and in process of collection.

Real estate and other assets acquired in satisfaction of indebtedness are
recorded at the lower of estimated fair market value net of anticipated selling
costs or the recorded loan amount, and any difference between this and the
amount is treated as a loan loss. Costs of maintaining other real estate owned
and gains or losses on the subsequent sale are reflected in current earnings.

Nonperforming loans and other real estate owned (foreclosed properties) are
summarized below:

                                       7
<PAGE>   8
--------------------------------------------------------------------------------
                                                   September 30,    December 31,
In thousands                                                1996            1995
--------------------------------------------------------------------------------
Past due 90 days or more and still accruing:
   Real estate                                             $  23           $  71
   Commercial                                                 16              35
   Installment and other                                       -               -
--------------------------------------------------------------------------------
                                                           $  39           $ 106
--------------------------------------------------------------------------------
Nonaccrual:
   Real estate                                             $ 475           $ 633
   Commercial                                                305             194
   Installment and other                                       1              24
--------------------------------------------------------------------------------
                                                           $ 781           $ 851
--------------------------------------------------------------------------------
Total nonperforming loans                                  $ 820           $ 957
================================================================================
Other real estate owned                                    $ 306           $ 506
================================================================================



4. COMMITMENTS AND CONTINGENCIES

In the normal course of business there are outstanding various commitments to
extend credit which are not reflected in the financial statements, including
loan commitments of approximately $83,609,000 and standby letters of credit of
$1,705,000 at September 30, 1996. However, all such commitments will not
necessarily culminate in actual extensions of credit by the Company during 1996.

Approximately $17,977,000 of loan commitments outstanding at September 30, 1996
relate to real estate construction loans and are expected to fund within the
next twelve months. The remainder relate primarily to revolving lines of credit
or other commercial loans, and many of these commitments are expected to expire
without being drawn upon. Therefore, the total commitments do not necessarily
represent future cash requirements. The Bank evaluates each potential borrower
and the necessary collateral on an individual basis. Collateral varies, but may
include real property, bank deposits, debt or equity securities or business
assets.

Stand-by letters of credit are commitments written by the Bank to guarantee the
performance of a customer to a third party. These guarantees are issued
primarily relating to purchases of inventory by the Bank's commercial customers
and are typically short-term in nature. Credit risk is similar to that involved
in extending loan commitments to customers and the Bank accordingly uses
evaluation and collateral requirements similar to those for loan commitments.
Virtually all such commitments are collateralized.

5. NET INCOME PER SHARE COMPUTATION

Net income per common and common equivalent share is calculated using weighted
average shares and dilutive effect of stock options and warrants outstanding
during the period totaling approximately 3,124,000 and 3,111,000 for the three
and nine month periods ended September 30, 1996, respectively, and 3,072,000 and
3,071,000 for the three and nine month periods ended September 30, 1995,
respectively.

                                       8
<PAGE>   9
6. STOCK DIVIDEND

On June 17, 1996, the Company declared a ten percent stock dividend for
shareholders of record July 8, 1996 to be distributed August 15, 1996. Net
income per common and common equivalent share for all periods presented have
been adjusted to reflect the stock dividend.

7. ACQUISITION OF CYPRESS COAST BANK

On May 31, 1996, the Company completed its acquisition of Cypress Coast Bank
("Cypress") whereby Cypress became a subsidiary of the Company and continues to
operate from its offices in Seaside and Marina. Cypress shareholders have
received approximately 323,824 shares of common stock of the Company in a
tax-free exchange. At May 31, 1996, Cypress had unaudited total assets of $46.9
million, including $29.8 million in net loans and total unaudited liabilities of
$42.7 million, including $42.5 million in deposits. The transaction has been
accounted for as a pooling-of-interests.

Included in the consolidated condensed statements of income for the nine months
ended September 30, 1996 are the following results of the previously separate
companies.



In thousands:
<TABLE>
<CAPTION>
                                                        June 1, 1996
              January 1, 1996 through May 31, 1996         through
              ------------------------------------   September 30, 1996
               Central Coast         Cypress Coast   ------------------
                  Bancorp                 Bank            Combined              Total
<S>               <C>                  <C>               <C>                 <C>
Net interest
   income         $  7,390             $   832           $  6,282            $ 14,504

Net income           2,727                 249              1,909               4,885
</TABLE>

The following is a reconciliation of the results of operations previously
reported by Central Coast Bancorp for the nine months ended September 30, 1995
with the combined amounts currently presented for that period:

<TABLE>
<CAPTION>
                          Central Coast             
                             Bancorp                 Cypress Coast
In thousands         (as previously reported)             Bank                  Total
<S>                         <C>                        <C>                   <C>
Net interest
  income                    $ 11,489                   $ 1,472               $ 12,961

Net income                     2,790                       331                  3,121
</TABLE>




                                       9
<PAGE>   10
8. BRANCH ACQUISITION

In October, the Bank of Salinas entered into a definitive agreement to purchase
certain assets and assume certain liabilities of the Gonzales and Castroville
branch offices of Wells Fargo Bank as of the close of business on February 21,
1997. As a result of the transaction the Bank will assume deposit liabilities,
receive cash, and acquire tangible assets. This transaction will result in
intangible assets, representing the excess of the liabilities assumed over the
fair value of the tangible assets acquired.

                                       10
<PAGE>   11
Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Organization

Central Coast Bancorp (the "Company") is a California corporation organized in
1994, and is the parent company for Bank of Salinas and Cypress Coast Bank (the
"Banks"), state-chartered banks, headquartered in Salinas and Seaside,
California, respectively. Other than its investment in the Banks, the Company
currently conducts no other significant business activities, although it is
authorized to engage in a variety of activities which are deemed closely related
to the business of banking upon prior approval of the Board of Governors of the
Federal Reserve System (the "FRB"), the Company's principal regulator.

The Banks offer a full range of commercial banking services, offering a diverse
range of traditional banking products and services to individuals, merchants,
small and medium-sized businesses, professionals and agribusiness enterprises
located in the Salinas Valley and Monterey Peninsula.

Summary of Financial Results

At September 30, 1996, total assets of Central Coast Bancorp were $362,818,000,
an increase of $5,583,000 or 1.6% from December 31, 1995 total assets of
$357,235,000. Average total assets for the third quarter of 1996 were
$354,325,000 and represent an increase of $8,294,000 or 2.4% over $346,031,000
for the same period of 1995. For the nine months ended September 30, 1996
average total assets were $351,988,000 and represented an increase of
$31,456,000 or 9.8% over $300,532,000 for the comparable period one year
earlier.

Net loans at September 30, 1996 were $214,584,000 compared to $191,000,000 at
December 31, 1995, an increase of $23,584,000 or 12.3%. The increase in loan
balances is primarily the result of an increase in commercial loans and loans to
finance residential construction and land development. Commercial loans
increased $13,642,000 or 17.1% to $93,321,000 at September 30, 1996 from
$79,679,000 at December 31, 1995. Real estate construction and land development
loans also increased to $30,185,000 at September 30, 1996 which represented an
increase of $5,333,000 or 21.5% over $24,852,000 at December 31, 1995. In
addition, real estate mortgage loan balances increased to $88,136,000 at
September 30, 1996 compared to $85,788,000 at December 31, 1995 representing an
increase of $2,348,000 or 2.7%.

Securities designated as held-to-maturity at September 30, 1996 were carried at
an amortized cost of $79,436,000. The estimated market value of the
held-to-maturity portfolio at quarter end was $79,200,000. The held-to-maturity
portfolio at September 30, 1996 consists primarily of U.S. Treasury bills and
notes and securities issued by U.S. government-sponsored agencies (FNMA, FHLMC
and FHLB) with maturities within five years. Investment securities


                                       11
<PAGE>   12
classified as held-to-maturity are measured at amortized cost based on the
Company's intent and ability to hold such securities to maturity. During the
nine months ended September 30, 1996, the Company made securities purchases of
$46,161,000 to replace $46,427,000 of maturities.

Other earning assets are comprised of Federal funds sold and time deposits at
other financial institutions. Federal funds sold balances of $32,200,000 at
September 30, 1996 represent a decrease of $14,564,000 from $46,764,000 at
December 31, 1995. The decrease in federal funds sold is primarily the result of
an increase in loan balances. In addition, the Company has invested a portion of
its excess liquidity in time deposits at other financial institutions. Time
deposits in other financial institutions were $1,299,000 at September 30, 1996
compared to $4,492,000 at December 31, 1995, representing a decrease of
$3,193,000 or 71.1%. The decrease in time deposits at other institutions is a
result of increased loan demand.

Total deposits of $325,890,000 at September 30, 1996 represent a slight decrease
of $199,000 or .1% from balances of $326,089,000 at December 31, 1995. The
decrease is primarily the result of a decrease in savings and interest bearing
demand deposits and is attributed to seasonal fluctuation in this deposit
category and disintermediation to time deposits. Savings and interest bearing
demand balances of $167,775,000 at September 30, 1996 represent a decrease of
$27,354,000 or 14.0% from $195,129,000 at December 31, 1995. Largely offsetting
this decrease were increases in noninterest-bearing demand deposits and time
deposits. Noninterest-bearing demand deposits were $81,118,000 at September 30,
1996 compared to $68,541,000 at December 31, 1995, an increase of $12,577,000 or
18.3%. Time deposits also increased to $76,997,000 at September 30, 1996 from
$62,419,000 at December 31, 1995 representing an increase of $14,578,000 or
23.4%.

                                       12
<PAGE>   13
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

Net income for the three months ended September 30, 1996 was $1,523,000 or $.49
per share compared to $1,266,000 or $.42 per share for the comparable period in
1995. The following discussion highlights changes in certain items in the
consolidated condensed statements of income.

Net interest income

Net interest income, the difference between interest earned on loans and
investments and interest paid on deposits, is the principal component of the
Bank's earnings. The components of net interest income are as follows:



<TABLE>
<CAPTION>
                                                                    (Unaudited)
                                                         Three months ended September 30,
In thousands (except percentages)                   1996                                  1995
-----------------------------------------------------------------------------------------------------------
                                          Avg                  Avg          Avg                      Avg
                                        Balance   Interest   Yield(1)      Balance      Interest   Yield(1)
-----------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>        <C>           <C>         <C>
Assets:
Earning Assets:
   Loans(2)                            $212,651    $5,507      10.4%      $174,605      $5,057      11.5%
   Investment Securities                 86,363     1,282       5.9%        88,315       1,331       6.0%
   Other                                 28,763       380       5.3%        58,568         846       5.8%
                                       --------    ------                  -------      ------  

Total interest earning assets           327,777     7,169       8.7%       321,488       7,324       8.9%
Cash and due from banks                  25,324                             24,017
Other assets net of deferred
   loan fees and allowance
   for loan losses(3)                     1,224                                526
                                       --------                           --------
                                       $354,325                           $346,031
                                       ========                           ========

Liabilities & Shareholders'
   Equity:
Interest bearing liabilities:
   Demand deposits                     $ 73,386       410       2.2%      $ 81,339         510       2.5%
   Savings deposits                      96,070     1,002       4.2%       124,137       1,370       4.4%
   Time deposits                         73,832     1,020       5.5%        56,497         807       5.7%
                                        -------    ------                 --------      ------

   Total interest bearing
      liabilities                       243,288     2,436       4.0%       261,973       2,687       4.1%
                                                   ------                               ------

Demand deposits                          74,854                             55,871
Other Liabilities                         2,347                              1,242
                                       --------                            -------
Total liabilities                       320,489                            319,086
Shareholders' Equity                     33,836                             26,945
                                       --------                            -------

                                       $354,325                           $346,031
                                       ========                           ========

Net interest income & margin(4)                      $4,733     5.8%                    $4,547       5.7%
                                                     ======     ===                     ======       ===

</TABLE>

------------------

(1) Annualized
(2) Loan interest income includes fee income of $303,000 and $452,000 for the
three month periods ended September 30, 1996 and 1995, respectively.
(3) Includes the average allowance for loan losses of $4,462,000 and $4,679,000,
and average deferred loan fees of $677,000 and $495,000 for the three months
ended September 30, 1996 and 1995.
(4) Net interest margin is computed by dividing net interest income by the total
average earning assets.

                                       13
<PAGE>   14
Net tax equivalent interest income for the three months ended September 30, 1996
was $4,733,000 representing an improvement of $186,000 or 4.1% over $4,547,000
for the comparable period in 1995. As a percentage of average earning assets,
net taxable equivalent interest margin for the third quarter of 1996 was 5.8%
and compares to 5.7% in the same period one year earlier.

Taxable equivalent interest income recognized in the three months ended
September 30, 1996 was $7,169,000 representing a slight decrease of $65,000 or
 .9% from $7,234,000 for the same period of 1995. The decrease in taxable
equivalent interest income was primarily due to decreases in the average yield
earned on average earning assets. Partially offsetting the impact of lower
market rates was an increase in average earning assets and a shift in the
composition of average earning assets. Average loans during the third quarter of
1996 were $212,651,000 and represented 65% of earning assets compared to
$174,605,000 and 54% of earning assets in the same period one year earlier.
Total earning assets averaged $327,777,000 in the three months ended September
30, 1996 compared to $321,488,000 in the same period in 1995, representing an
increase of $6,289,000 or 2.0%. The increase in average earning assets was
primarily the result of an increase in average loans of $38,046,000 or 21.8%.

Net interest income in the third quarter of 1996 also benefited from a decrease
in the cost of liabilities funding the growth in average earning assets.
Interest expense for the three months ended September 30, 1996 was $2,436,000
and represented a decrease of $251,000 or 9.3% from $2,687,000 for the same
period in 1995. During the three months ended September 30, 1996, the average
rate paid by the Bank on interest-bearing liabilities of 4.0% compared to 4.1%
for the same period in 1995. The decrease in interest expense for the third
quarter of 1996 reflects the impact of an increase in the volume of average
noninterest bearing liabilities as a percentage of total deposits. Average
noninterest bearing liabilities were $74,854,000 representing 23.5% of total
deposits in the three months ended September 30, 1996 compared to $55,871,000
and 17.6% for the same period in 1995, an increase of $18,983,000 or 34.0%.

Provision for credit losses

The provision for credit losses is based upon management's evaluation of the
adequacy of the existing allowance for loan losses in relation to total loans
and the inherent risk in the loan portfolio. Management's evaluation takes into
consideration such factors as changes in the composition of the portfolio,
overall portfolio quality, loan concentrations, specific problem loans, and
current and anticipated economic conditions that may affect borrowers' ability
to repay.

Real estate construction and land development loans represented 14% of total
loans at September 30, 1996, the majority of which are for the construction of
single family residential properties. In addition, 40% of the Company's loans
were other real estate-secured loans. These loans were primarily loans made to
customers that also maintain deposit relationships with the Banks and are
secured by first deeds of trust on commercial and residential properties with
original loan to value ratios not exceeding 75%. Commercial loans


                                       14
<PAGE>   15
comprised 43% of total loans at September 30, 1996. The Company's loans are not
concentrated in any particular industry. The Company's service area is somewhat
dependent on the economy of the greater Salinas Valley which has a concentration
of agri-business companies, and accordingly, the ability of the Bank's
borrower's to repay loans may be affected by the performance of this sector of
the economy. At September 30, 1996, the majority of loans were collateralized
and carried adjustable rates. Generally, real estate loans were secured by real
property, and commercial and other loans were secured by bank deposits and
business or personal assets. Repayment is generally expected from the sale of
the related property for real estate construction loans, and from the cash flow
of the borrower for commercial and other loans.

In the third quarter of 1996, the Company did not increase its provision for
loan losses through a charge to earnings. This compares to $45,000 charged
against earnings for the same period in 1995 and reflects improvement in
portfolio asset quality and strengthening in the general economy. Loan balances
of $43,000, which were previously identified and were fully reserved for, were
charged-off in the third quarter of 1996 compared to $141,000 charged-off in the
same period one year earlier. Recoveries of loan balances previously charged-off
were $66,000 for the quarter ended September 30, 1996 compared to $15,000 for
the same period in 1995. See Note 3 of the consolidated condensed financial
statements for further discussion of nonperforming loans and the allowance for
credit losses.

At September 30, 1996 the allowance for credit losses was $4,433,000 or 2.02% of
total loans, compared to $4,446,000 or 2.27% at December 31, 1995.

Management believes that the allowance for loan losses is maintained at an
adequate level for known and anticipated future risks inherent in the loan
portfolio. However, the Company's loan portfolio particularly the real estate
related segments, may be adversely affected if California's economic conditions
and Monterey County real estate market were to weaken. In such event, the level
of nonperforming loans, the provision for loan losses and the level of the
allowance for loan losses could increase.

Other income and expense

Other income consists primarily of service charges on deposit accounts and fees
for miscellaneous services. Total other income was $406,000 for the three months
ended September 30, 1996 as compared to $294,000 for the same period of 1995.
The increase in other income of $112,000 or 38.1% is primarily due to a gain of
approximately $88,000 recorded on the sale of a bank OREO property during the
third quarter of 1996.

Noninterest expense decreased $110,000 to $2,467,000 in the quarter ended
September 30, 1996 from $2,577,000 in the same period one year earlier. The
decrease in noninterest expenses was comprised of decreases in salary and
benefits and occupancy expenses, partially offset by increases in equipment and
other expenses. As a percentage of average earning assets, noninterest expenses,
on an annualized basis, decreased to 3.0% in the three months ended September
30, 1996 from 3.2% in the same period of 1995.

                                       15
<PAGE>   16
Salary and benefits expense is the most significant noninterest expense of the
Company. Salary and benefits expense was $1,405,000 in the three months ended
September 30, 1996 compared to $1,523,000 in the same period one year earlier
representing a decrease of $118,000 or 7.7%.

Other noninterest expenses of the Company for the third quarter of 1996 were
$701,000 representing a slight increase of $11,000 or 1.6% over $690,000 for the
same period in 1995.

                                       16
<PAGE>   17
NINE MONTHS ENDED SEPTEMBER 30, 1996

Net income for the nine months ended September 30, 1996 was $4,885,000 or $1.57
per share compared to $3,121,000 or $1.02 per share for the comparable period in
1995. The following discussion highlights changes in certain items in the
consolidated condensed statements of income.

Net interest income

Net interest income, the difference between interest earned on loans and
investments and interest paid on deposits, is the principal component of the
Bank's earnings. The components of net interest income are as follows:

<TABLE>
<CAPTION>
                                                                    (Unaudited)
                                                          Nine months ended September 30,
In thousands (except percentages)                   1996                                  1995
-----------------------------------------------------------------------------------------------------------
                                          Avg                  Avg          Avg                      Avg
                                        Balance   Interest   Yield(1)      Balance      Interest   Yield(1)
-----------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>        <C>           <C>         <C>
Assets:
Earning Assets:
   Loans(2)                           $203,628    $16,592    10.9%       $173,544      $15,177     11.7%
   Investment Securities                86,203      3,841     6.0%         76,846        3,274      5.7%
   Other                                37,362      1,480     5.3%         41,863        1,825      5.9%
                                      --------    -------                --------      -------

Total interest earning assets          327,193     21,913     9.0%        292,253       20,276      9.3%
Cash and due from banks                 22,880                             23,503
Other assets net of deferred                 -                                  -
   loan fees and allowance                   -                                  -
   for loan losses(3)                    1,915                              4,766
                                      --------                           --------
                                      $351,988                           $320,522
                                      ========                           ========
Liabilities & Shareholders'
   Equity:
Interest bearing liabilities:
   Demand deposits                    $ 74,731    $ 1,268     2.3%       $ 80,491      $ 1,472      2.5%
   Savings                             106,891      3,321     4.2%        107,708        3,738      4.7%
   Time deposits                        68,478      2,820     5.5%         52,748        2,095      5.3%
   Other borrowings                       -          -                        237           10      5.7%
                                      --------    -------                --------      -------
   Total interest bearing                                                       -
      liabilities                      250,100      7,409     4.0%        241,184        7,315      4.0%
                                                  -------                              -------
Demand deposits                         67,420                             51,307
Other Liabilities                        2,079                              1,316
                                      --------                           --------
Total liabilities                      319,599                            293,807
Shareholders' Equity                    32,389                             26,725
                                      --------                           --------
                                      $351,988                           $320,532
                                      =========                          ========
Net interest income & margin(4)                   $14,504     5.9%                     $12,961      5.9%
                                                  =======     ===                      =======      ===
</TABLE>

------------------
(1) Annualized
(2) Loan interest income includes fee income of $771,000 and $994,000 for the 
nine month periods ended September 30, 1996 and 1995, respectively.
(3) Includes the average allowance for loan losses of $4,423,000 and $4,502,000,
and average deferred loan fees of $582,000 and $518,000 for the nine months
ended September 30, 1996 and 1995.
(4) Net interest margin is computed by dividing net interest income by the total
average earning assets.

                                       17
<PAGE>   18
Net tax equivalent interest income for the nine months ended September 30, 1996
was $14,504,000 representing an improvement of $1,543,000 or 11.9% over
$12,961,000 for the comparable period in 1995. As a percentage of average
earning assets, net taxable equivalent interest margin of 5.9% for the first
nine months of 1996 was virtually unchanged compared to the same period one year
earlier. The increase in net taxable equivalent interest margin is primarily due
to an increase in taxable equivalent interest income. Taxable interest income
for the first nine months of 1996 includes approximately $621,000 recognized as
a result of collection of foregone interest on two loans that had been on
nonaccrual status. Excluding this nonrecurring event, the increase in net
taxable equivalent interest income would have been $922,000 or 7.1% with a
resulting net interest margin of 5.7% reflecting the impact of lower market
rates.

Taxable equivalent interest income recognized in the nine months ended September
30, 1996 was $21,913,000 representing an increase of $1,637,000 or 8.1% over
$20,276,000 for the same period of 1995. The increase in taxable equivalent
interest income was primarily due to increases in the volume of average earning
assets. Earning assets averaged $327,193,000 in the nine months ended September
30, 1996 compared to $292,253,000 in the same period in 1995, representing an
increase of $34,940,000 or 12.0%. The increase in average earning assets
included increases in average net loans and investment securities of $30,084,000
and $9,357,000 or 17.3% and 12.2%, respectively. In addition, as noted above,
taxable equivalent interest income for the first nine months of 1996 includes
approximately $621,000, recognized as a result of collection of foregone
interest on two nonaccruing loans. Excluding this nonrecurring event, the
increase in taxable equivalent interest income would have been $1,016,000 or
5.0%. The average yield on interest earning assets decreased to 9.0% in the
first nine months of 1996 compared to 9.3% for the first nine months of 1995.
The decrease in the average yield on earning assets in 1996 primarily reflects
the impact of lower market rates, specifically the prime rate, compared to a
year ago. Loan fees recognized during the nine months ended September 30, 1996
were $771,000 compared to $994,000 one year earlier.

Partially offsetting the increase in taxable equivalent interest income was an
increase in the cost of liabilities funding the growth in average earning
assets. Interest expense for the nine months ended September 30, 1996 was
$7,409,000 and represented an increase of $94,000 or 1.3% over $7,315,000 for
the same period in 1995. The increase in interest expense for the first nine
months of 1996 primarily reflects the impact of an increase in the volume of
average interest bearing liabilities. Average interest bearing liabilities were
$250,100,000 in the nine months ended September 30, 1996 compared to
$241,184,000 for the same period in 1995, an increase of $8,916,000 or 3.7%. The
impact of the increase in average interest bearing liabilities on interest
expense was offset slightly by a decrease in the average rate paid on the
liabilities. During the nine months ended September 30, 1996, the average rate
paid by the Company on interest-bearing liabilities of 4.0% compared to 4.0% for
the same period in 1995.

                                       18
<PAGE>   19
Provision for credit losses

In the first nine months of 1996, the Company increased its allowance for credit
losses through a charge to earnings of $159,000. The provision compares to
$680,000 charged against earnings for the same period in 1995 and reflects
improvement in portfolio asset quality and strengthening in the general economy.
Loan balances of $285,000, which were previously identified and were fully
reserved for, were charged-off in the first nine months of 1996 compared to
$338,000 charged-off in the same period one year earlier. Recoveries of loan
balances previously charged-off were $113,000 for the nine months ended
September 30, 1996 compared to $63,000 for the same period in 1995. See Note 3
of the consolidated condensed financial statements for further discussion of
nonperforming loans and the allowance for credit losses.

Other income and expense

Other income consists primarily of service charges on deposit accounts and fees
for miscellaneous services. Total other income was $1,118,000 for the nine
months ended September 30, 1996 as compared to $859,000 for the same period of
1995.

Noninterest expense decreased $151,000 or 1.9% to $7,636,000 in the nine months
ended September 30, 1996 from $7,787,000 in the same period one year earlier.
The decrease in noninterest expenses was comprised of decreases in occupancy and
other expenses, partially offset by an increase in salary and benefits expense.
As a percentage of average earning assets, noninterest expenses, on an
annualized basis, decreased to 3.1% in the nine months ended September 30, 1996
from 3.6% in the same period of 1995.

Salary and benefits expense was $4,563,000 in the nine months ended September
30, 1996 compared to $4,290,000 in the same period one year earlier. The
increase in salary and benefits expense of $273,000 included approximately
$175,000 of nonrecurring charges for personnel restructuring related to the
Company's acquisition of Cypress Coast Bank. The remaining increase is primarily
due salary increases and to increased headcount to accommodate growth in
operations of the subsidiary Banks.

Other noninterest expenses of the Company for the first nine months of 1996 were
$2,039,000 representing a decrease of $365,000 or 15.2% from $2,404,000 for the
same period in 1995. The decrease in other noninterest expenses was primarily
due to a reduction in premiums paid to the FDIC for deposit insurance of
approximately $300,000. In addition, other noninterest expense for the first
half of 1995 included a nonrecurring charge of approximately $100,000 to revalue
an OREO property owned by Bank of Salinas.

                                       19
<PAGE>   20
LIQUIDITY AND INTEREST RATE SENSITIVITY

Liquidity

Liquidity management refers to the Company's ability to provide funds on an
ongoing basis to meet fluctuations in deposits levels as well as the credit
needs and withdrawal requirements of its customers. Both assets and liabilities
contribute to the Company's liquidity position. Assets such as cash and due from
Banks, Federal funds sold and investment securities as well as loan repayments,
contribute to liquidity. Of greater significance are the diverse sources
comprising the Bank's funding base. These include demand deposits, interest
bearing transaction accounts and time deposits.

Liquidity is measured by various ratios, the most common being the ratio of
cash, deposits with other banks, Federal funds sold and unpledged securities to
total deposits. At September 30, 1996 this ratio was 33.3% (41.0% at December
31, 1995). Another key liquidity ratio is gross loans to total deposits. This
ratio was 67.3% at September 30, 1996 and 59.9% at December 31, 1995.

Interest rate sensitivity

Interest rate sensitivity is a measure of the exposure to fluctuations in the
Company's future earnings caused by fluctuations in interest rates. If assets
and liabilities do not reprice simultaneously and in equal amounts, the
potential for such exposure exists. It is management's objective to maintain
stability in net interest margin through the maintenance of an appropriate mix
of interest rate sensitive assets and liabilities. Management regularly reviews
general economic and financial conditions, both external and internal, and
determines whether the position taken with respect to liquidity and interest
rate sensitivity continue to be appropriate. The Company also utilizes a monthly
"GAP" report which identifies rate sensitivity over the short- and long-term.

The following table sets forth the distribution of repricing opportunities,
based on contractual term, of the Bank's earning assets and interest-bearing
liabilities at September 30, 1996, the interest rate sensitivity gap (i.e.
interest rate sensitive assets less interest rate sensitive liabilities), the
cumulative interest rate sensitivity gap, the interest rate sensitivity gap
ratio (i.e. interest rate sensitive assets divided by interest rate sensitive
liabilities) and the cumulative interest rate sensitivity gap ratio.

                                       20
<PAGE>   21
<TABLE>
<CAPTION>
In thousands
---------------------------------------------------------------------------------------------------------------------------------
                                                                       Over three
Assets and Liabilities                                   Next day      months and        Over one
  which Mature or                                       and within       within         and within        Over
   Reprice                            Immediately      three months     one year        five years     five years          Total
---------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>             <C>             <C>              <C>             <C>             <C>
Interest earning assets:
Federal funds sold                      $ 32,200        $   --          $   --           $   --          $   --          $ 32,200
Purchased CD's                              --               300             999             --              --             1,299
Investment securities                          4          10,486          26,421           42,525            --            79,436
Loans, excluding
   nonaccrual loans
   and overdrafts                        154,203          34,989           8,985           13,624           6,967         218,768
---------------------------------------------------------------------------------------------------------------------------------
Total                                   $186,407        $ 45,775        $ 36,405         $ 56,149        $  6,967        $331,703
=================================================================================================================================
Interest bearing
   liabilities:
Interest bearing demand                 $ 75,061        $   --          $   --           $   --          $   --          $ 75,061
Savings                                   92,714            --              --               --              --            92,714
Time certificates                           --            18,602          42,720           15,653              22          76,997
---------------------------------------------------------------------------------------------------------------------------------
Total                                   $167,775        $ 18,602        $ 42,720         $ 15,653        $     22        $244,772
=================================================================================================================================
Interest rate
   sensitivity gap                      $ 18,632        $ 27,173        $ (6,315)        $ 40,496        $  6,945
Cumulative interest
   rate sensitivity gap                 $ 18,632        $ 45,805        $ 39,490         $ 79,986        $ 86,931
Ratios:
Interest rate
   sensitivity gap                          1.11            2.46             0.85            3.59          316.68
Cumulative interest
   rate sensitivity gap                     1.11            1.25             1.17            1.33            1.36
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



It is management's objective to maintain stability in the net interest margin in
times of fluctuating interest rates by maintaining an appropriate mix of
interest sensitive assets and liabilities. Toward that end, the Company prices
the majority of its interest-bearing liabilities at variable rates to reprice at
approximately the same time as interest-earning assets tied to the Bank's "Peg"
or base rate. At September 30, 1996 the Company's balance sheet is slightly
asset-sensitive over a one year time horizon. That is, within the next twelve
months a greater volume of assets than liabilities will reprice. Given this
balance sheet structure, volatile interest rate fluctuations are detrimental to
the net interest margin in the instance of rapidly declining interest rates.

CAPITAL RESOURCES

The Company and the subsidiary Banks are subject to capital adequacy guidelines
issued by the FRB and the FDIC. For 1996, the Company and the subsidiary Banks
are required to maintain capital equal to a least 8% of assets and commitments
to extend credit, weighted by risk ("risk-adjusted" assets). Further, capital
equal to at least 4% of risk-adjusted assets must consist primarily of common
equity (including retained earnings) and the remainder may


                                       21
<PAGE>   22
consist of subordinated debt cumulative preferred stock or a limited amount of
loan loss reserves. Certain assets and commitments to extend credit present less
risk than others and will be assigned to lower risk weighted categories
requiring less capital allocation than the 8% total ratio. For example, cash and
government securities are assigned to a 0% risk weighted category; most home
mortgage loans are assigned to a 50% risk weighted category requiring a 4%
capital allocation; and commercial loans are assigned to a 100% risk weighted
category requiring an 8% capital allocation.

In addition, the Company and the subsidiary Banks are required to maintain a
3.5% minimum leverage ratio as a supplement to the risk weighted capital
guidelines. The minimum leverage ratio is intended to limit the ability of
banking organizations to leverage their equity capital base by increasing assets
and liabilities without increasing capital proportionately. The 3% ratio
constitutes a minimum ratio for well-run banking organizations. Organizations
experiencing or anticipating significant growth or failing to meet such
standards will be required to maintain a minimum leverage ratio ranging from 100
to 200 basis points in excess of the 3% ratio.

At September 30, 1996, the Company and its subsidiary Banks were in compliance
with the risk-based capital and leverage ratios noted above. The following table
sets forth the risk-based capital and leverage ratios of the Company.



<TABLE>
<CAPTION>
Dollars                                       September 30, 1996            December 31,1995
in thousands                                Amount          Ratio          Amount        Ratio
----------------------------------------------------------------------------------------------
<S>                                         <C>              <C>          <C>            <C>
RISK BASED CAPITAL RATIOS
Tier 1 Capital                              $ 34,877         14.7%        $  29,784      13.6%
Total Capital                               $ 37,860         16.0%        $  32,523      14.8%
Total risk adjusted assets                  $237,205                      $ 219,140
----------------------------------------------------------------------------------------------
LEVERAGE RATIOS
Tier 1 Capital to
   average total assets                     $ 34,877         10.0%        $  29,784       8.9%
Quarterly average
   total assets                             $349,955                      $ 335,203
----------------------------------------------------------------------------------------------
</TABLE>



On December 19, 1991, the president signed the Federal Deposit Insurance
Corporation Improvement Act of 1991 (FDICIA). The FDICIA, among other matters,
substantially revises banking regulations and establishes a framework for
determination of capital adequacy of financial institutions. Under FDICIA,
financial institutions are placed into one of five capital adequacy categories
as follows: (1) Well capitalized, consisting of institutions with a total
risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of
6% or greater and a leverage ratio of 5% or greater and the institution is not
subject to an order, written agreement, capital directive or prompt corrective
action directive; (2) Adequately capitalized, consisting of institutions with a
total risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital
ratio of 4% or greater, and the institution does not meet the definition of a
well capitalized institution; (3) Undercapitalized, consisting of institutions
with a total risk-based capital ratio less than 8%, a Tier 1 risk-based capital
ratio of less than 4%, or a leverage ratio of less than 4%; (4) Significantly
undercapitalized, consisting of institutions with a total risk-based capital
ratio of less than 6%, a Tier 1 risk-based capital ratio of less than 3%, or a


                                       22
<PAGE>   23
leverage ratio less than 3%; (5) Critically undercapitalized, consisting of an
institution with a ratio tangible equity to or less than 2%.

Financial institutions classified as undercapitalized or below are subject to
various limitations including among other matters, certain supervisory action by
bank regulatory authorities and restrictions related to (1) growth of assets,
(2) payment of interest on subordinated indebtedness, (3) payment of dividends
or other capital distributions, and (4) payment of management fees to a parent
holding company. The FDICIA requires the bank regulatory authorities to initiate
corrective action regarding financial institutions which fail to meet minimum
capital requirements. Such action may include orders to, among other matters,
augment capital and reduce total assets. Critically undercapitalized financial
institutions may also be subject to appointment of a receiver or conservator
unless the financial institutions submits an adequate capitalization plan.

INFLATION

The impact of inflation on a financial institution differs significantly from
that exerted on manufacturing, or other commercial concerns, primarily because
its assets and liabilities are largely monetary. In general, inflation primarily
affects the Company indirectly through its effect on market rate of interest,
and thus the ability of the subsidiary Banks to attract loan customers.
Inflation affects the growth of total assets by increasing the level of loan
demand, and potentially adversely affects the Company's adequacy because loan
growth in inflationary periods can increase at rates higher than the rate that
capital grows through retention of earnings which the Company may generate in
the future. In addition to its effects on interest rates, inflation directly
affects the Company by increasing the Company's operating expenses.

The effect of inflation was not material to the Company's results of operations
during the periods covered by this report.

                                       23
<PAGE>   24
                           PART II - OTHER INFORMATION

Item 1.  Legal proceedings.

                  None.

Item 2.  Changes in securities.

                  None.

Item 3.  Defaults upon senior securities.

                  None.

Item 4.  Submission of matters to a vote of security holders.

         THE ANNUAL MEETING OF THE SHAREHOLDERS WAS HELD ON SEPTEMBER 23, 1996.

         PROPOSAL NO. 1:  ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
                                   Number of Affirmative Votes         Number of Votes Withheld
                                   ---------------------------         ------------------------
<S>                                         <C>                                 <C>
         Andrew E. Ausonio                  1,488,033                           28,458
         C. Edward Boutonnet                1,506,706                            9,785
         Bradford Crandall                  1,506,659                            9,832
         Roger G. Emanuel                   1,506,659                            9,832
         Alfred P. Glover                   1,507,538                            8,953
         Richard C. Green                   1,506,681                            9,810
         Duncan L. McCarter                 1,506,681                            9,810
         Robert M. Mraule, D.D.S.,M.D.      1,506,681                            9,810
         Louis A. Souza                     1,506,578                            9,913
         Nick Ventimiglia                   1,506,659                            9,832
</TABLE>

<TABLE>
<CAPTION>
                                    Number of                 Number of                 Number of Shares
                                    Votes Cast For            Votes Cast Against        Indicated As Abstentions
                                    --------------            ------------------        ------------------------

<S>                                                           <C>                       <C>
         PROPOSAL NO. 2:  APPROVAL OF AMENDED
             AND RESTATED 1994 STOCK OPTION PLAN
                                       988,476                         43,786                    20,317

         PROPOSAL NO. 3:  APPROVAL OF
             INDEMNIFICATION AGREEMENTS
                                     1,206,692                         22,852                    35,136

         PROPOSAL NO. 4:  APPROVAL OF DELOITTE & TOUCHE
             AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
             1996 FISCAL YEAR
                                       1,501,213                        2,125                    13,151

         TOTAL NUMBER OF SHARES FOR WHICH PROXIES HAVE BEEN RECEIVED:  1,516,491
</TABLE>

                                       24
<PAGE>   25
Item 5.  Other information.

                  None.

Item 6.  Exhibits and reports on Form 8-K.

                  (a)      Exhibits

                  (3.1) Articles of Incorporation as amended incorporated by
                  reference from Exhibit 4.8 to the Registration Statement on
                  Form S-8 No. 33-89948 filed with the Commission on March 3,
                  1995.

                  (3.2) Bylaws incorporated by reference from Exhibit 4.9 to the
                  Registration Statement on Form S-8 No. 33-89948, filed with
                  the Commission on March 3, 1995.

                  (27.1) Financial Data Schedules

                  (b)      Reports on Form 8-K       -        None

                                       25
<PAGE>   26
SIGNATURES
--------------------------------------------------------------------------------

Pursuant to the requirements 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.


November 8,  1996                           CENTRAL COAST BANCORP


                                            By  \s\ Thomas A. Sa
                                                --------------------------------
                                                Senior Vice President
                                                and Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)

                                       26
<PAGE>   27
                                  EXHIBIT INDEX


Exhibit                                                              Sequential
Number                              Description                      Page Number
-------                             -----------                      -----------

27.1                                Financial Data Schedule          29

                                       27