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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): December 17, 1996
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GREATER BAY BANCORP
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
California 0-25034 77-038741
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
420 Cowper Street, Palo Alto, CA 94301
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 813-8200
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MID-PENINSULA BANCORP
420 Cowper Street
Palo Alto, CA 94301
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
Page 1 of 4 Pages
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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(a) (i) KPMG Peat Marwick, LLP ("KPMG"), the Registrant's former independent
accountants, was dismissed on December 17, 1996.
(ii) KPMG's report on the financial statements for both of the past two
years contained no adverse opinion or a disclaimer of opinion, and was
not qualified as to uncertainty, audit scope, or accounting
principles.
(iii) The decision to change accountants was recommended by the Audit
Committee and was approved by the Registrant's Board of Directors on
December 17, 1996.
(iv) During the two most recent fiscal years and any subsequent interim
period preceding the dismissal there were no disagreements with KPMG
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of KPMG, would have
caused it to make reference to the subject matter of the disagreement
in connection with its reports.
(v) KPMG's report on the financial statements for both of the past two
years contained no adverse opinion or a disclaimer of opinion, and
was not qualified as to uncertainty, audit scope, or accounting
principles, except their report dated January 22, 1996, relating to
the consolidated balance sheets of Mid-Peninsula Bancorp and
subsidiary as of December 31, 1995, and 1994, and the related
consolidated statements of operations, changes in shareholders'
equity, and cash flows for each of the years in the three-year
period ended December 31, 1995, referenced other auditors. On
October 7, 1994, the Company acquired San Mateo County Bancorp on a
pooling-of-interests basis. KPMG did not audit the consolidated
financial statements of San Mateo County Bancorp as of and for the
year ended December 31, 1993. Those statements, which are included
in the 1993 restated consolidated financial statements, were audited
by other auditors, whose report contained an explanatory paragraph
regarding the adoption of Statement of Financial Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes and SFAS No.
115, Accounting for Certain Investments in Debt and Equity
Securities. KPMG's report, insofar as it relates to the amounts
included for San Mateo County Bancorp, is based solely on the report
of the other auditors.
(b) Coopers & Lybrand, LLP was engaged on December 17, 1996 as the Registrant's
independent accountants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is attached to this report and incorporated by this
reference:
(16) Letter from KPMG regarding change in certifying accountants
Page 2 of 4 Pages
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREATER BAY BANCORP
Date: December 17, 1996 /s/ Steven C. Smith
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Steven C. Smith
Executive Vice President
Chief Operating Officer and
Chief Financial Officer
Page 3 of 4 Pages
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December 19, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Greater Bay Bancorp (formerly Mid-
Peninsula Bancorp) and under the date of January 22, 1996, we reported on the
consolidated financial statements of Mid-Peninsula Bancorp and subsidiary as of
and for the years ended December 31, 1995 and 1994. On December 17, 1996, our
appointment as principal accountants was terminated. We have read Greater Bay
Bancorp's statements included under Item 4 of its Form 8-K dated December 19,
1996, and we agree with such statements, except that we are not in a position
to agree or disagree with Greater Bay Bancorp's statement that the change was
recommended and was approved by the Audit Committee of the Board of Directors.
Additionally, we are not in a position to agree or disagree with Greater Bay
Bancorp's statement that Coopers & Lybrand LLP was engaged on December 17,
1996 as the Registrant's independent accountants.
Very truly yours,
/s/ KPMG Peat Marwick LLP
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