<PAGE>
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): November 27, 1996
-----------------
GREATER BAY BANCORP
-------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
California 0-25034 77-0387041
- ------------------ ----------- ------------------
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
2860 West Bayshore, Palo Alto, CA 94303
----------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 813-8200
--------------
GREATER BAY BANCORP
420 Cowper Street
Palo Alto, CA 94301
-----------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On November 27, 1996, Cupertino National Bancorp ("Cupertino"), a
California Corporation, and Mid-Peninsula Bancorp, a California
Corporation ("Mid-Peninsula"), consummated the merger (the "Merger")
described in that certain Second Amended and Restated Agreement and
Plan of Reorganization and Merger dated August 20, 1996 (the
"Agreement"), between Mid-Peninsula and Cupertino. Pursuant to the
Agreement: (a) Cupertino was merged with and into Mid-Peninsula; (b)
Mid-Peninsula, as the surviving corporation, changed its name to
Greater Bay Bancorp (hereinafter, "Bancorp") and its address to 2860
West Bayshore Road, Palo Alto, California; and (c) Cupertino's
corporate existence ceased. The Merger, which has been treated as a
pooling of interests for accounting and financial reporting purposes
in accordance with Accounting Practices Board Opinion No. 16,
"Business Combinations," became effective on November 27, 1996 (the
"Effective Time").
At the Effective Time: (a) each share of Mid-Peninsula
Common Stock outstanding immediately prior to the Effective Time
remained as one outstanding share of Bancorp Common Stock; and (b)
each share of Cupertino Common Stock outstanding immediately prior to
the Effective Time was automatically canceled and converted into the
right to receive .81522 ("Conversion Ratio") shares of Bancorp Common
Stock.
In addition, pursuant to the Agreement, each person who held
options to purchase shares of Cupertino Common Stock pursuant to the
Cupertino Stock Option Plans ("Cupertino Options") received from
Bancorp, a substitute option pursuant to the Bancorp 1996 Stock Option
Plan (the "Bancorp New Option Plan"), exercisable for the number of
shares of Bancorp Common Stock into which each share of Common Stock
subject to such unexercised Cupertino Option would have been converted
if outstanding as of the Effective Time, rounded up to the nearest
full share (a "Substitute Bancorp Option"). Each Substitute Bancorp
Option is exercisable at an exercise price determined by dividing the
exercise price per share of the Cupertino Option by the Conversion
Ratio, rounded to the nearest cent. Each Substitute Option is vested
according to the terms of each individual option agreement and option
plans and will continue to vest according to the same vesting
schedule as provided under the original stock option agreements and
is exercisable as provided in the original stock option agreements.
(b) Cupertino National Bank & Trust ("CNB"), a wholly owned
subsidiary of Cupertino and Mid-Peninsula Bank ("MPB"), a wholly owned
subsidiary of Mid-Peninsula became subsidiaries of Greater Bay
Bancorp. CNB, with headquarters in Cupertino, California, also has an
office in San Jose and two offices in Palo
<PAGE>
Alto. MPB, with headquarters in Palo Alto, California, also has one
office each in San Carlos and San Mateo. CNB's trust division has been
renamed Greater Bay Trust Company and will serve clients of both CNB
and MPB.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Cupertino:
(1) The Consolidated Financial Statements as of December 31, 1995 and
1994 and for each of the years in the three-year period ended
December 31, 1995 (incorporated by reference from Cupertino's
Annual Report on Form 10-K for the year ended December 31, 1995
(File No. 0-18015))
(2) Consolidated Financial Statements as of September 30, 1996 and
for the nine months ended September 30, 1996 and 1995
(incorporated by reference from Cupertino's Quarterly Report on
Form 10-Q for the nine months ended September 30, 1996 (File No.
18015))
(b) Pro forma financial information:
(1) Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Balance
Sheet as of September 30, 1996.
(2) Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Income
Statement for the nine months ended September 30, 1996.
(3) Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Income
Statement for the years ended December 31, 1995, 1994 and 1993
(incorporated by reference from the Proxy Statement dated
September 25, 1996 of Mid-Peninsula at pages 15 to 17.)
(c) Exhibits
2.1 Seconded Amended and Restated Agreement and Plan of
Reorganization and Merger dated as of August 20, 1996
between Mid-Peninsula and Cupertino (incorporated by
reference from Appendix A in the Company's Registration
Statements on Form S-4 (No. 333-10781) dated August 23,
1996).
23 Consent of Independent Accounts for Cupertino National
Bancorp
<PAGE>
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
MID-PENINSULA &
CUPERTINO
MID-PENINSULA CUPERTINO ADJUSTMENTS COMBINED
------------- --------- ------------ ---------------
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 11,622 $ 20,273 $ -- $ 31,895
Federal funds sold 21,000 4,600 - 25,600
Securities held-to-maturity 6,385 57,895 -- 64,280
Securities available-for-sale 53,995 1,002 -- 54,997
FRB and FHLB stock 430 1,021 -- 1,451
Loans, net 159,861 220,882 -- 380,743
Premises and equipment 981 3,186 -- 4,167
Other assets 5,579 10,696 -- 16,275
-------- --------- ------- --------
TOTAL ASSETS $259,853 $ 319,555 $ -- $579,408
======== ========= ======= ========
LIABILITIES
Deposits $234,137 $294,902 $ -- $529,039
Subordinated debt -- 3,000 -- 3,000
Other liabilities 1,683 865 2,791(1) 5,339
-------- --------- ------- --------
TOTAL LIABILITIES 235,820 298,767 2,791 537,378
SHAREHOLDERS' EQUITY 24,033 20,788 (2,791) 42,030
-------- --------- ------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS'
EQUITY $259,853 $ 319,555 $ -- $579,408
======== ========= ======= ========
</TABLE>
(1) The following table reflects all nonrecurring Mid-Peninsula and Cupertino
estimated merger and restructuring related costs as of September 30, 1996.
These costs are not included in the Unaudited Pro Forma Combined Income
Statement but are included in the Unaudited Pro Forma Combined Balance Sheet
as a reduction to equity capital. These costs will be charged to expense
immediately following the consummation of the Merger. Such estimated merger
and restructuring related costs are summarized below (in thousands):
<TABLE>
<CAPTION>
Mid-Peninsula Cupertino Combined
------------- --------- --------
<S> <C> <C> <C>
Financial Advisory $ 208 $ 328 $ 536
Professional fees and printing 358 210 568
Other 905 782 1,687
------ ------ ------
Total $1,471 $1,320 $2,791
====== ====== ======
</TABLE>
<PAGE>
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
MID-PENINSULA &
CUPERTINO
MID-PENINSULA CUPERTINO ADJUSTMENTS COMBINED
------------- --------- ----------- ----------------
<S> <C> <C> <C> <C>
Interest and fees on loans and leases $10,845 $ 14,626 $ -- $25,471
Interest on investment securities 2,241 2,688 -- 4,929
Interest on federal funds sold/
other interest income 1,172 336 -- 1,508
------- -------- -------
TOTAL INTEREST INCOME 14,258 17,650 -- 31,908
Interest on deposits 5,380 6,163 -- 11,543
------- -------- -------
Net interest income 8,878 11,487 -- 20,365
Provision for loan loss 427 864 -- 1,291
------- -------- ------- -------
Net interest income after
provision for loan loss 8,451 10,623 -- 19,074
Non interest income 324 2,263 -- 2,587
Non interest expnese 4,696 10,395 -- 15,091
------- -------- -------
Income before taxes 4,079 2,491 -- 6,570
Taxes on income 1,706 943 -- 2,649
------- -------- ------- -------
NET INCOME $ 2,373 $ 1,548 $ -- $ 3,921
======= ======== ======= =======
Earnings per share $ 1.44 $ 0.76 $ 1.05
Weighted average shares outstanding 1,652 2,029 3,721
</TABLE>
<PAGE>
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: March 5, 1997 /s/ Steven C. Smith
-------------------
Steven C. Smith
Executive Vice President
Chief Operating Officer and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Item Page
- ----------- ---- ----
2.1 Seconded Amended and Restated Agreement and Plan of
Reorganization and Merger dated as of August 20, 1996
between Mid-Peninsula and Cupertino (incorporated by
reference from Appendix A in the Company's Registration
Statements on Form S-4 (No. 333-10781) dated August 23, 1996).
23 Consent of Independent Accounts for Cupertino National Bancorp.
<PAGE>
EXHIBIT 23
CUPERTINO NATIONAL BANCORP AND SUBSIDIARIES
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form 8-K and the
Registration Statement on Form S-8 (No. 333-16987) of Greater Bay Bancorp
(formerly Mid-Peninsula Bancorp) of our report dated January 26, 1996, with
respect to the consolidated financial statements of Cupertino National Bancorp
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1995 filed with the Securities and Exchange Commission.
/s/ Coopers & Lybrand, LLP
- --------------------------
San Francisco, California
March 6, 1997
