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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
GREATER BAY BANCORP GBB CAPITAL I
_________________ _______________
(Exact name of co-registrant (Exact name of co-registrant
as specified in its charter) as specified in its charter)
CALIFORNIA DELAWARE
________ ________
(State of incorporation (State of incorporation
or organization) or organization)
77-0387041 77-0451680
_________ _________
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
2860 WEST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
______________________
(Address of principal executive offices and zip code)
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If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction Act (c)(1) please check of a concurrent registration
the following box. [_] statement under the Securities Act of
1933 pursuant to General Instruction
Act (c)(2) please check the following
box. [_]
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Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
____% CUMULATIVE TRUST PREFERRED SECURITIES OF GBB CAPITAL I
GUARANTEE OF GREATER BAY BANCORP WITH RESPECT TO THE ___% CUMULATIVE TRUST
PREFERRED SECURITIES
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The information relating to the Registrants' securities required by Item
202 of Regulation S-K is hereby incorporated by reference to the information
presented under the captions "Description of the Trust Preferred Securities,"
"Description of Junior Subordinated Debentures," "Description of Guarantee" and
"Relationship Among the Trust Preferred Securities, the Junior Subordinated
Debentures and the Guarantee" in the Registrants' Registration Statement on Form
S-1 (Registration No. 333-22783) filed with the Commission on March 5, 1997 and
amended on March 14, 1997 (the "Form S-1"), and the same sections in the
Company's Prospectus to be filed pursuant to Rule 424(b) which are deemed to be
incorporated by reference herein.
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Item 2. EXHIBITS
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4.1 Trust Agreement of GBB Capital I dated as of February 28, 1997. /1/
4.2 Form of Amended and Restated Trust Agreement of GBB Capital I, dated _______, 1997./2/
4.3 Form of Trust Preferred Certificate of GBB Capital I (included as an exhibit to Exhibit 4.2).
4.4 Form of Trust Preferred Securities Guarantee Agreement. /3/
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/1/ Incorporated by reference to Exhibit 4.5 to the Form S-1.
/2/ Incorporated by reference to Exhibit 4.6 to the Form S-1.
/3/ Incorporated by reference to Exhibit 4.9 to the Form S-1.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
GREATER BAY BANCORP
Dated: March 18, 1997 By /s/ Steven C. Smith
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Steven C. Smith,
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
GBB CAPITAL I
Dated: March 18, 1997 By /s/ Steven C. Smith
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Steven C. Smith,
Administrative Trustee
