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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): NOVEMBER 18, 1998
GREATER BAY BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0387041
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Commission file number: 0-25034
2860 WEST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(Address of principal executive offices and zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 813-8200
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ITEM 5. OTHER EVENTS.
Reference is hereby made to the Registrant's press releases attached
hereto as Exhibits 99.1, 99.2 and 99.3 which meet the requirements for filing
under Item 5 and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
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99.1 Press Release dated November 18, 1998.
99.2 Press Release dated November 27, 1998.
99.3 Press Release dated December 4, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GREATER BAY BANCORP
(Registrant)
Dated: December 8, 1998 By: /s/ Linda M. Iannone
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Linda M. Iannone
Senior Vice President and General
Counsel
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EXHIBIT INDEX
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99.1 Press Release dated November 18, 1998.
99.2 Press Release dated November 27, 1998.
99.3 Press Release dated December 4, 1998
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EXHIBIT 99.1
Press Release dated November 18, 1998
FOR IMMEDIATE RELEASE FOR INFORMATION CONTACT
David L. Kalkbrenner, President & CEO
(650) 614-5767
Steven C. Smith, EVP, COO & CFO
(650) 813-8222
GREATER BAY BANCORP
ADOPTS SHAREHOLDER RIGHTS PLAN
PALO ALTO, CA: November 18, 1998 -- Greater Bay Bancorp (Nasdaq:GBBK)
announced that its Board of Directors has adopted a shareholder rights plan
designed to maximize the long-term value of the Company and to protect the
Company's shareholders from improper takeover tactics and takeover bids that are
not fair to all shareholders.
According to David L. Kalkbrenner, the Company's President and Chief Executive
Officer, "The rights are not designed to prevent an appropriate acquisition of
the Company. Rather, the rights plan should encourage anyone interested in
acquiring the Company to negotiate with the Board of Directors prior to
attempting an acquisition. We believe this will assure that all of our
shareholders receive fair and equal treatment and are able to receive the long-
term value of their investment in the Company."
In accordance with the plan, preferred share purchase rights will be
distributed as a dividend at the rate of one right for each common share held of
record as of the close of business on November 30, 1998. The rights, which are
not immediately exercisable, entitle the holders to purchase one one-hundredth
of a share of Series A Preferred Stock at a price of $145.00 upon the occurrence
of certain triggering events. In the event of an acquisition not approved by
the Board, each right enables its holder (other than the acquirer) to purchase
the Preferred Stock at 50% of the market price. Further, in the event the
Company is acquired in an unwanted merger or business combination, each right
enables the holder to purchase shares of the acquiring entity at a similar
discount. Under certain circumstances, the rights may be exchanged for common
shares of the Company. The Board may, in its sole discretion, redeem the rights
at any time prior to any of the triggering events.
The rights can be exercised and separate rights certificates distributed only
if any of the following events occur: acquisition by a person of 10% or more of
the Company's common shares; a tender offer for 10% or more of the Company's
common shares; or ownership of 10% or more of the Company's common shares by a
shareholder whose actions are likely to have a
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material adverse impact on the Company or shareholder interests. The rights will
initially trade automatically with the common shares. The rights are not deemed
by the Board of Directors to be presently exercisable.
Greater Bay Bancorp and its financial services subsidiaries, Cupertino
National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce and Golden Gate
Bank, along with its operating divisions, Greater Bay Bank Santa Clara Valley
Commercial Banking Group, Greater Bay Corporate Finance Group, Greater Bay
International Banking Group, Greater Bay Trust Company, Pacific Business Funding
and Venture Banking Group, serve clients throughout Silicon Valley and the San
Francisco Peninsula with offices located in San Jose, Cupertino, Palo Alto,
Redwood City, San Mateo Millbrae, San Bruno, San Francisco and Walnut Creek.
This document may contain forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected. For a discussion of factors that could cause actual results to
differ, please see the Company's publicly available Securities and Exchange
Commission filings, including its Annual Report on Form 10-K for the year ended
December 31, 1997, and particularly the discussion of risk factors within that
document.
WE INVEST IN RELATIONSHIPS!
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EXHIBIT 99.2
Press Release dated November 27, 1998
For Immediate Release For Information Contact
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November 27, 1998 David L. Kalkbrenner, President & CEO
Greater Bay Bancorp (650) 614-5767
Steven C. Smith, EVP, COO & CFO
Greater Bay Bancorp (650) 813-8222
GREATER BAY BANCORP ANNOUNCES CONSUMMATION OF ITS EXCHANGE
OFFER FOR ITS FLOATING RATE SECURITIES,
SERIES A/SERIES B
PALO ALTO, CA., November 27, 1998 -- Greater Bay Bancorp (GBBK:Nasdaq) announced
today the consummation of its offer to exchange its $30 million aggregate
principal amount of Floating Rate Capital Securities, Series A, outstanding for
a like amount of its registered Floating Rate Capital Securities, Series B. The
exchange offer was conducted in accordance with the terms of the initial
issuance of the Series A securities on August 12, 1998, and was made upon the
terms and conditions set forth in a Prospectus and in a related Letter of
Transmittal which were provided to holders of record of the Series A securities.
The expiration date of the exchange offer was November 23, 1998, and the
exchange offer was consummated on November 27, 1998. All of the issued and
outstanding Series A securities were tendered and exchanged for a like amount of
Series B securities.
Greater Bay Bancorp and its financial services subsidiaries, Cupertino National
Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce, Golden Gate Bank, along
with its operating divisions, Greater Bay Bank Santa Clara Valley Commercial
Banking Group, Greater Bay Corporate Finance Group, Greater Bay International
Banking Division, Greater Bay Trust Company, Pacific Business Funding and
Venture Banking Group, serve clients throughout Silicon Valley and the San
Francisco Peninsula with offices located in San Jose, Cupertino, Palo Alto,
Redwood City, San Mateo, Millbrae, San Bruno, San Francisco and Walnut Creek.
This document may contain forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially
from those projected. For a discussion of factors that could cause actual
results to differ, please see the Company's publicly available Securities and
Exchange Commission filings, including its Annual Report on Form 10-K for the
year ended December 31, 1997, and particularly the discussion of risk factors
within that document.
"WE INVEST IN RELATIONSHIPS"
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EXHIBIT 99.3
Press Release dated December 4, 1998
For Immediate Release For Information Contact
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December 4, 1998 David L. Kalkbrenner, President & CEO
(650) 614-5767
Steven C. Smith, EVP, COO & CFO
(650) 813-8222
FRED BAILARD JOINS GREATER BAY BANCORP AS
SENIOR VICE PRESIDENT OF
CASH MANAGEMENT SERVICES
PALO ALTO, CA - December 4, 1998 Greater Bay Bancorp (NASDAQ: GBBK)
announced today that Fred Bailard has joined the Company as Senior Vice
President of the newly created Cash Management Services Division.
Mr. Bailard brings over 30 years of experience to Greater Bay Bancorp in
diversified management roles for business banking services, including extensive
experience in cash management services. Most recently, Mr. Bailard was with
Bank of the West, as their Senior Vice President for Business Management
Services.
According to David L. Kalkbrenner, President and Chief Executive Officer of
Greater Bay Bancorp, "Fred's many years of experience make him a welcome
addition to our team and provides us with the opportunity to expand cash
management product offerings to our clients."
Greater Bay Bancorp and its financial services subsidiaries, Cupertino
National Bank, Mid-Peninsula Bank, Peninsula Bank of Commerce and Golden Gate
Bank, along with its operating divisions, Greater Bay Bank Santa Clara Valley
Commercial Banking Group, Greater Bay Corporate Finance Group, Greater Bay
International Banking Division, Greater Bay Trust Company, Pacific Business
Funding and Venture Banking Group, serve clients throughout Silicon Valley and
the San Francisco Peninsula with offices located in San Jose, Cupertino, Palo
Alto, Redwood City, San Mateo, Millbrae, San Bruno, San Francisco and Walnut
Creek.
This document may contain forward-looking statements that are subject to
risks and uncertainties that could cause actual results to differ materially
from those projected. For a discussion of factors that could cause actual
results to differ, please see the Company's publicly available Securities and
Exchange Commission filings, including its Annual Report on Form 10-K for the
year ended December 31, 1997, and particularly the discussion of risk factors
within that document.
"WE INVEST IN RELATIONSHIPS"
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