<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): January 3, 2000
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
<PAGE>
Item 5. Other Events.
(a) On January 3, 2000, Greater Bay Bancorp (the "Registrant") issued a
press release announcing the positive results of the year 2000 rollover, a copy
of which is attached hereto as Exhibit 99.1.
(b) On January 18, 2000, the Registrant issued a press release announcing
its 1999 year end earnings, a copy of which is attached hereto as Exhibit 99.2.
(c) On January 31, 2000 the Registrant consummated its merger with Mt.
Diablo Bancshares ("MDB") pursuant to an Agreement and Plan of Reorganization,
dated as of September 15, 1999 (the "Agreement"), providing for the merger of
MDB with and into the Registrant (the "Merger"). In accordance with the
Agreement, former shareholders of MDB received 0.9532 shares of the Registrant's
common stock in exchange for each of their shares of MDB common stock. As a
result of the Merger, Mt. Diablo National Bank, formerly a wholly owned
subsidiary of MDB, became a wholly owned subsidiary of the Registrant. The
Merger was accounted for as a pooling of interests.
The Registrant issued a press release announcing completion of the Merger
on February 1, 2000 a copy of which is attached hereto as Exhibit 99.3.
For a more detailed discussion of the terms and conditions of the Agreement
and the Merger, reference is made to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-90025) filed with the Securities and Exchange
Commission on November 1, 1999, as amended by Amendment No. 1 thereto filed with
the Securities and Exchange Commission on November 9, 1999, incorporated herein
by this reference.
Item 7. Financial Statements and Exhibits.
Exhibits
- --------
2.1 Agreement and Plan of Reorganization, dated as of September 15, 1999, by
and between Greater Bay Bancorp and Mt. Diablo Bancshares (incorporated
by reference from the Registrant's Current Report on Form 8-K dated
September 21, 1999)
99.1 Press Release dated January 3, 2000
99.2 Press Release dated January 19, 2000
99.3 Press Release dated February 1, 2000
2
<PAGE>
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: February 4, 2000 By: /s/ Linda M. Iannone
--------------------
Linda M. Iannone
Senior Vice President and General
Counsel
3
<PAGE>
Exhibit Index
-------------
2.1 Agreement and Plan of Reorganization, dated as of September 15, 1999, by
and between Greater Bay Bancorp and Mt. Diablo Bancshares (incorporated
by reference from the Registrant's Current Report on Form 8-K dated
September 21, 1999)
99.1 Press Release dated January 3, 2000
99.2 Press Release dated January 19, 2000
99.3 Press Release dated February 1, 2000
<PAGE>
Exhibit 99.1
For Information Contact
- -----------------------
At Greater Bay Bancorp: At Financial Relations Board:
David L. Kalkbrenner Christina Carrabino (general information)
President and CEO Stephanie Mishra (analyst contact)
(650) 614-5767 (415) 986-1591
Steven C. Smith
EVP, CAO and CFO
(650) 813-8222
FOR IMMEDIATE RELEASE
GREATER BAY BANCORP ANNOUNCES
SUCCESSFUL Y2K ROLLOVER
PALO ALTO, CA, January 3, 2000 -- Greater Bay Bancorp (Nasdaq:GBBK) announced
today that its mission critical systems successfully responded to the century
date change. Accordingly, the Company's core banking systems, including the
application software for its deposit, loan and trust computer systems, as well
as the electronic funds transfers system with the Federal Reserve, are fully
operational and accurately processing customer information and transactions.
David L. Kalkbrenner, President and Chief Executive Officer, stated, "Greater
Bay Bancorp's year 2000 readiness is the result of two years of planning,
implementation and testing. We dedicated a significant amount of management and
staff resources to this effort to ensure that the rollover would be seamless for
our valued customers. As an additional safeguard, we will continue to monitor
our systems and those of our vendors and suppliers over the coming months."
Greater Bay Bancorp is a financial services holding company with $2.3 billion in
assets as of September 30, 1999. In October 1999, the company completed a
merger with Bay Commercial Services, the holding company for Bay Bank of
Commerce. In addition, Greater Bay Bancorp recently signed definitive
agreements to merge with Mt. Diablo Bancshares, which is anticipated to close in
the first quarter of 2000, and Coast Bancorp, which is anticipated to close late
in the first quarter or early in the second quarter of 2000. On a pro forma
basis, if all of these mergers had occurred on September 30, 1999, Greater Bay
Bancorp would have had assets of approximately $3.0 billion.
Greater Bay Bancorp and its financial services subsidiaries, Bay Area Bank, Bay
Bank of Commerce, Cupertino National Bank, Golden Gate Bank, Mid-Peninsula Bank
and Peninsula Bank of Commerce, along with its operating divisions, Greater Bay
Bank Contra Costa Region, Greater Bay Bank Fremont Region, Greater Bay Bank
Santa Clara 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, the San Francisco Peninsula and the Contra Costa Tri
<PAGE>
Valley Region, with offices located in Cupertino, Fremont, Hayward, Millbrae,
Palo Alto, Redwood City, San Francisco, San Jose, San Leandro, San Mateo, San
Ramon, Santa Clara, and Walnut Creek.
Safe Harbor
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 publicly available Securities and Exchange Commission
filings of Greater Bay Bancorp, including the Annual Report on Form 10-K for the
year ended December 31, 1998, and particularly the discussion of risk factors
with such documents.
For investor information on Greater Bay Bancorp at no charge, call our automated
shareholder information line at 1-800-PRO-INFO (1-800-776-4636) and enter code
GBBK. For international access, dial 1-201-432-6555.
###
<PAGE>
Exhibit 99.2
For Information Contact
- -----------------------
At Greater Bay Bancorp: At Financial Relations Board:
David L. Kalkbrenner Christina Carrabino (general information)
President and CEO Stephanie Mishra (analyst contact)
(650) 614-5767 (415) 986-1591
Steven C. Smith
EVP, CAO and CFO
(650) 813-8222
FOR IMMEDIATE RELEASE
GREATER BAY BANCORP REPORTS RECORD OPERATING RESULTS WITH
38% INCREASE IN NET INCOME FOR 1999
PALO ALTO, CA, January 19, 2000 -- Greater Bay Bancorp (Nasdaq: GBBK), a $2.6
billion in assets financial services holding company, today announced record
results for the fourth quarter and year ended December 31, 1999. Net income,
before merger, nonrecurring and extraordinary items for the fourth quarter 1999,
- ---------------------------------------------------
increased 53% to $9.0 million or $0.69 per diluted share, compared to $5.9
- -------------
million or $0.47 per diluted share in the fourth quarter of 1998. Including
merger, nonrecurring and extraordinary items, net income was $9.5 million or
$0.73 per diluted share in the fourth quarter of 1999 compared to net income of
$6.0 million or $0.47 per diluted share for the fourth quarter of 1998.
For the twelve months ended December 31, 1999, net income, before merger,
--------------
nonrecurring and extraordinary items, was $29.7 million or $2.32 per diluted
- ------------------------------------
share, up 38% from the $21.5 million or $1.70 per diluted share for the same
------
period of the prior year. Merger, nonrecurring and extraordinary items were
$2.0 million, net, for the twelve months ended December 31, 1999 and $1.4
million, net, for the twelve months ended December 1998. Including these items,
net income was $27.7 million or $2.17 per diluted share for the year ended
December 31, 1999, compared with $20.2 million or $1.59 per diluted share for
the twelve months ended December 31, 1998.
At December 31, 1999, Greater Bay Bancorp's total assets were $2.6 billion, an
increase of 39% or $743 million from December 31, 1998. Total loans grew to
$1.8 billion, an increase of 45% or $544 million from December 31, 1998 while
total deposits increased to $2.3 billion, an increase of 44% or $699 million
from December 31, 1998.
For the fourth quarter of 1999, Greater Bay Bancorp's return on average equity,
return on average assets and efficiency ratio were 25.81%, 1.38% and 45.35%,
respectively, compared to 20.03%, 1.24%, and 56.22%, respectively, for the
fourth quarter of 1998. For the twelve months ended December 31, 1999, Greater
Bay Bancorp's return on average equity, return on average assets and efficiency
ratio were 22.62%, 1.31% and 50.52%, respectively, compared to 19.92%, 1.28% and
56.34%, respectively, for the same period a year ago.
-more-
<PAGE>
"We are extremely pleased with 1999's exceptional quality asset growth combined
with our record operating results," said David L. Kalkbrenner, president and
chief executive officer of Greater Bay Bancorp. "Our Company had a record 38%
increase in core net earnings and asset growth of 39%. These results were
accomplished while continuing to maintain excellent asset quality."
Kalkbrenner continued, "Greater Bay Bancorp's Super Community Banking Strategy
continued to be successful in 1999 as we added two banks to the Greater Bay
Bancorp family while also announcing the signing of definitive agreements to add
two more banks in early 2000. With these additions, Greater Bay Bancorp has
successfully completed one phase of our long-term strategy to `Ring the San
Francisco Bay.' As we move into the new millenium, we are excited about our
prospects for continued expansion through contiguous and infill merger
opportunities while continuing to focus internally on expanding our market share
and providing superior returns to our shareholders."
Greater Bay Bancorp's ratio of non-performing assets to total assets was 0.21%
at December 31, 1999, compared to 0.33% at September 30, 1999 and 0.20% at
December 31, 1998. In addition, the allowance for loan losses represented 2.17%
of total loans and 701.62% of total non-performing assets at December 31, 1999,
compared to 1.94% and 388.13% at September 30, 1999 and 2.01% and 641.87% at
December 31, 1998.
Non-interest income continues to grow, reflecting Greater Bay Bancorp's efforts
- -------------------
to further diversify its revenue stream. During the fourth quarter ended
December 31, 1999, the Company's trust fees, depositor services fees, gain on
sale of SBA loans, and loan and international banking fees were $2.6 million, up
--
37% from $1.9 million in the fourth quarter of 1998.
- ---
Greater Bay Bancorp's capital ratios continue to be above the well-capitalized
guidelines established by the bank regulatory agencies.
Greater Bay Bancorp recently signed definitive agreements to merge with Mt.
Diablo Bancshares, which is anticipated to close in the first quarter of 2000,
and Coast Bancorp, which is anticipated to close in the early second quarter of
2000. On a pro forma basis, as if these mergers had occurred on December 31,
1999, Greater Bay Bancorp would have had assets of approximately $3.2 billion.
-more-
<PAGE>
Greater Bay Bancorp through its six subsidiary banks, Bay Area Bank, Bay Bank of
Commerce, Cupertino National Bank, Golden Gate Bank, Mid-Peninsula Bank and
Peninsula Bank of Commerce, along with its operating divisions, serves clients
throughout Silicon Valley, San Francisco, the San Francisco Peninsula, and the
Contra Costa Tri Valley Region, with offices located in Cupertino, Fremont,
Hayward, Millbrae, Palo Alto, Redwood City, San Francisco, San Jose, San
Leandro, San Mateo, San Ramon, Santa Clara, and Walnut Creek.
Safe Harbor
This document may contain forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected. For a discussion of factors that could cause actual results to
differ, please see the publicly available Securities and Exchange Commission
filings of Greater Bay Bancorp, including its Annual Report on Form 10-K for the
year ended December 31, 1998, and particularly the discussion of risk factors
within that document.
For investor information on Greater Bay Bancorp at no charge, call our automated
shareholder information line at 1-800-PRO-INFO (1-800-776-4636) and enter code
GBBK. For international access, dial 1-201-432-6555.
- FINANCIAL TABLES FOLLOW -
<PAGE>
<TABLE>
<CAPTION>
GREATER BAY BANCORP
December 31, 1999 FINANCIAL SUMMARY
($ in 000's, except share and per share data)
SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION DATA:
Dec 31 Sept 30 Jun 30 Mar 31 Dec 31
1999 1999 1999 1999 1998
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash and Due From Banks $ 95,416 $ 108,315 $ 102,221 $ 87,506 $ 78,660
Investments 691,312 660,611 634,654 582,278 537,788
Loans:
Commercial 758,148 706,247 665,587 611,421 500,167
Term Real Estate - Commercial 431,226 397,076 333,958 332,703 316,328
------------ ------------ ------------ ------------ ------------
Total Commercial 1,189,374 1,103,323 999,545 944,124 816,495
Construction 372,481 305,230 273,962 235,636 230,568
Real Estate - Other 92,688 82,841 87,206 79,560 74,266
Consumer and Other 105,457 105,591 104,316 99,974 92,178
Deferred Loan Fees, Net (6,681) (6,048) (5,675) (5,420) (4,395)
------------ ------------ ------------ ------------ ------------
Total Loans 1,753,319 1,590,937 1,459,354 1,353,874 1,209,112
Allowance for Loan Losses (38,035) (30,856) (27,167) (25,066) (24,359)
------------ ------------ ------------ ------------ ------------
Total Loans, Net 1,715,284 1,560,081 1,432,187 1,328,808 1,184,753
Other Assets 122,953 106,636 95,136 85,782 81,190
------------ ------------ ------------ ------------ ------------
Total Assets $ 2,624,965 $ 2,435,643 $ 2,264,198 $ 2,084,374 $ 1,882,391
============ ============ ============ ============ ============
Deposits:
Demand, Non-Interest Bearing $ 459,523 $ 418,207 $ 363,751 $ 354,217 $ 335,910
NOW, MMDA and Savings 1,358,780 1,282,867 1,170,631 1,039,183 960,152
Time Certificates, $100,000 and over 407,915 376,318 341,429 321,215 211,923
Other Time Certificates 74,670 91,868 91,528 94,380 94,357
------------ ------------ ------------ ------------ ------------
Total Deposits 2,300,888 2,169,260 1,967,339 1,808,995 1,602,342
------------ ------------ ------------ ------------ ------------
Other Borrowings 69,100 52,678 90,635 72,388 84,578
Other Liabilities 44,222 30,218 28,162 27,796 24,035
------------ ------------ ------------ ------------ ------------
Total Liabilities 2,414,210 2,252,156 2,086,136 1,909,179 1,710,955
------------ ------------ ------------ ------------ ------------
Long-term Subordinated Debt -- -- -- -- 3,000
Trust Preferred Securities 50,000 50,000 50,000 50,000 50,000
Stockholders' Equity 160,755 133,487 128,062 125,195 118,436
------------ ------------ ------------ ------------ ------------
Regulatory Capital 210,755 183,487 178,062 175,195 171,436
------------ ------------ ------------ ------------ ------------
Total Liabilities and Shareholders' Equity $ 2,624,965 $ 2,435,643 $ 2,264,198 $ 2,084,374 $ 1,882,391
============ ============ ============ ============ ============
Average Quarterly Total Loans, excluding
Nonaccrual $ 1,655,846 $ 1,526,994 $ 1,412,961 $ 1,280,152 $ 1,095,675
Average Quarterly Investments $ 759,522 $ 646,483 $ 634,314 $ 525,844 $ 625,338
Average Quarterly Interest Earning Assets $ 2,415,368 $ 2,173,477 $ 2,047,275 $ 1,805,996 $ 1,721,013
Average Quarterly Interest Bearing Liabilities $ 1,961,540 $ 1,798,533 $ 1,696,964 $ 1,489,091 $ 1,409,321
Average Quarterly Assets $ 2,592,684 $ 2,334,140 $ 2,200,030 $ 1,957,997 $ 1,869,283
Average Quarterly Equity $ 138,858 $ 132,697 $ 130,575 $ 122,196 $ 115,948
Regulatory Capital
Tier I or Leverage Capital $ 205,649 $ 178,644 $ 168,627 $ 157,266 $ 148,929
Total Capital $ 237,802 $ 211,950 $ 201,347 $ 194,934 $ 189,159
Nonperforming Assets
Nonaccrual Loans $ 4,333 $ 5,943 $ 3,402 $ 3,019 $ 2,033
Loans 90 Days Past Due & Accruing 10 -- -- -- --
Restructured Loans 807 1,492 1,034 951 796
OREO 271 515 595 620 966
------------ ------------ ------------ ------------ ------------
Total Nonperforming Assets $ 5,421 $ 7,950 $ 5,031 $ 4,590 $ 3,795
============ ============ ============ ============ ============
Greater Bay Trust Company Assets $ 697,435 $ 652,054 $ 659,414 $ 630,840 $ 649,336
<CAPTION>
SELECTED QUARTERLY CONSOLIDATED FINANCIAL CONDITION RATIOS:
Dec 31 Sept 30 June 30 Mar 31 Dec 31
1999 1999 1999 1999 1998
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Loan to Deposit Ratio 76.20% 73.34% 74.18% 74.84% 75.46%
Ratio of Allowance for Loan Losses to:
Total Loans 2.17% 1.94% 1.86% 1.85% 2.01%
Total Nonperforming Assets 701.62% 388.13% 539.99% 546.10% 641.87%
Total Nonperforming Assets to Total Assets 0.21% 0.33% 0.22% 0.22% 0.20%
Ratio of Quarterly Net Charge-offs to
Average Loans, annualized -0.31% 0.03% -0.01% -0.09% -0.17%
Ratio of YTD Net Charge-offs to Average Loans,
annualized -0.10% -0.02% -0.05% -0.09% -0.15%
Quarterly Internal Loan Growth, Annualized 40.49% 35.77% 31.25% 48.56% 61.89%
Quarterly Recurring Revenue Growth, Annualized 64.16% 45.69% 50.02% 10.51% 8.28%
Earning Assets to Total Assets 93.22% 92.45% 92.58% 93.00% 92.93%
Earning Assets to Interest-Bearing Liabilities 124.82% 121.47% 120.18% 122.91% 124.59%
Capital Ratios:
Leverage 7.93% 7.65% 7.66% 8.03% 7.97%
Tier 1 Risk Based Capital 9.35% 8.91% 9.53% 9.46% 10.03%
Total Risk Based Capital 10.81% 10.58% 11.38% 11.73% 12.74%
Risk Weighted Assets $ 2,199,220 $ 2,004,055 $ 1,769,677 $ 1,661,860 $ 1,484,892
Book Value Per Share $ 12.55 $ 10.91 $ 10.54 $ 10.47 $ 10.08
Total Shares Outstanding 12,806,115 12,232,796 12,152,555 11,952,080 11,749,884
</TABLE>
Note: Prior periods have been restated to reflect the mergers between Greater
Bay Bancorp, Bay Area Bancshares and Bay Commercial Services on a
pooling-of-interests basis.
<PAGE>
<TABLE>
<CAPTION>
GREATER BAY BANCORP
December 31, 1999-FINANCIAL SUMMARY
($ in 000's, except share and per share data)
SELECTED QUARTERLY CONSOLIDATED OPERATING DATA:
Fourth Third Second First Fourth
Quarter Quarter Quarter Quarter Quarter
1999 1999 1999 1999 1998
-------- ---------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Interest Income $ 51,259 $ 45,536 $41,644 $ 36,911 $ 35,659
Interest Expense 21,154 18,567 17,093 14,804 14,381
-------- ---------- ------- ---------- ----------
Net Interest Income Before Provision for Loan Losses 30,105 26,969 24,551 22,107 21,278
Provision for Loan Losses 6,013 3,578 1,697 961 1,986
-------- ---------- ------- ---------- ----------
Net Interest Income After Provision for Loan Losses 24,092 23,391 22,854 21,146 19,292
Other Income:
Trust Fees 774 768 727 721 664
Depositor Service Fees 838 725 585 563 609
ATM Fees 467 615 501 527 498
Loan and International Banking Fees 862 871 651 449 354
Gain on Sale of SBA Loans 85 272 322 331 306
Gain/(loss) on Investments (23) 4 -- -- 320
Other Income (1) 3,788 1,178 379 339 425
-------- ---------- ------- ---------- ----------
6,791 4,433 3,165 2,930 3,176
Nonrecurring - Warrant-Income (5) 14,278 -- 226 4 314
-------- ---------- ------- ---------- ----------
Other Income 21,069 4,433 3,391 2,934 3,490
Operating Expenses:
Compensation and Benefits 10,008 8,764 8,491 8,053 7,380
Occupancy and Equipment 3,147 2,889 2,655 2,565 2,117
Professional Services & Legal 496 551 557 584 722
Client Services 431 281 248 264 152
FDIC Insurance and Assessments 137 144 106 104 96
Other Real Estate, Net (53) 30 15 21 (6)
Other Expenses 2,566 2,735 2,804 2,566 3,286
-------- ---------- ------- ---------- ----------
16,732 15,394 14,876 14,157 13,747
Nonrecurring Expenses (2) (5) 11,837 -- 323 -- 448
-------- ---------- ------- ---------- ----------
Total Operating Expenses 28,569 15,394 15,199 14,157 14,195
-------- ---------- ------- ---------- ----------
Net Income Before Income Taxes, Merger and Other Related
Nonrecurring Costs and Extraordinary Items 16,592 12,430 11,046 9,923 8,587
Income Tax Expense 5,119 4,577 4,381 3,848 2,867
Nonrecurring Income Tax Expense (5) (2,046) -- (173) -- (239)
-------- ---------- ------- ---------- ----------
Total Income Tax Expense 3,073 4,577 4,208 3,848 2,628
Net Income Before Merger and Other Related Nonrecurring
Costs and Extraordinary Items 13,519 7,853 6,838 6,075 5,959
Merger and Other Related Nonrecurring Costs, net of tax (5) 3,995 -- 2,491 -- --
-------- ---------- ------- ---------- ----------
Net Income Before Extraordinary Items 9,524 7,853 4,347 6,075 5,959
Extraordinary Items, net of tax (3) -- -- -- (88) --
-------- ---------- ------- ---------- ----------
Net Income $ 9,524 $ 7,853 $ 4,347 $ 5,987 $ 5,959
======== ========== ======= ========== ==========
<CAPTION>
SELECTED QUARTERLY CONSOLIDATED OPERATING RATIOS:
Fourth Third Second First Fourth
Quarter Quarter Quarter Quarter Quarter
1999 1999 1999 1999 1998
-------- ---------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Income Per Share (Before Merger, Nonrecurring and
Extraordinary Items)
Basic $ 0.73 $ 0.64 $ 0.56 $ 0.51 $ 0.50
Diluted $ 0.69 $ 0.61 $ 0.53 $ 0.48 $ 0.47
Net Income Per Share
Basic $ 0.77 $ 0.64 $ 0.36 $ 0.50 $ 0.51
Diluted $ 0.73 $ 0.61 $ 0.34 $ 0.48 $ 0.47
Weighted Average Common Shares Outstanding 12,301,000 12,236,000 12,073,000 11,895,000 11,732,000
Weighted Average Common & Common Equivalent
Shares Outstanding 13,022,000 12,826,000 12,697,000 12,601,000 12,578,000
Return on Quarterly Average Assets, annualized (4) 1.38% 1.33% 1.22% 1.23% 1.24%
Return on Quarterly Average Equity, annualized (4) 25.81% 23.48% 20.55% 19.71% 20.03%
Net Interest Margin - Average Earning Assets 4.94% 4.92% 4.81% 4.96% 4.91%
Operating Expense Ratio (Before Nonrecurring and
Extraordinary Items) 2.56% 2.62% 2.71% 2.93% 2.92%
Efficiency Ratio (Before Nonrecurring and
Extraordinary Items) 45.35% 49.02% 53.67% 56.54% 56.22%
</TABLE>
(1) Q3 and Q4 of 1999 include a $900,000 and $3.1 million gain on an equity
investment, respectively.
(2) Q4 of 1998, Q2 and Q4 of 1999 nonrecurring expenses are comprised of
$448,000, $323,000 and $7.4 million in donations to the GBB Foundation,
respectively.
(3) Includes $88,000 loss on early retirement of subordinated debt.
(4) Before Nonrecurring and Extraordinary Items of $492,000, net of tax, Q4 of
1999 $2.5 million, net of tax, in Q2 1999, $88,000, net of tax, in Q1 1999.
(5) Components of merger, nonrecurring and extraordinary items. Net income
excluding these items is $9,032 at Q4 of 1999; $7,853 Q3 of 1999; $6,762 at
Q2 of 1999; $6,071 at Q1 of 1999 and $5,854 at Q4 of 1998.
Note: Prior periods have been restated to reflect the mergers between Greater
Bay Bancorp, Bay Area Bancshares and Bay Commercial Services on a
pooling-of-interests basis.
<PAGE>
<TABLE>
<CAPTION>
GREATER BAY BANCORP
December 31, 1999 FINANCIAL SUMMARY
($ in 000's, except share and per share data)
SELECTED YEAR TO DATE CONSOLIDATED OPERATING DATA:
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Interest Income $ 175,350 $ 134,383
Interest Expense 71,618 54,659
------------ ------------
Net Interest Income Before Provision for Loan Losses 103,732 79,724
Provision for Loan Losses 12,249 6,369
------------ ------------
Net Interest Income After Provision for Loan Losses 91,483 73,355
Other Income (1) 17,319 10,289
Nonrecurring-Warrant Income (5) 14,508 945
------------ ------------
Total Other Income 31,827 11,234
Operating Expenses 61,159 50,709
Other Expenses-nonrecurring (2) (5) 12,160 1,341
------------ ------------
Total Operating Expenses 73,319 52,050
------------ ------------
Net Income Before Income Taxes, Merger and Other Related Nonrecurring Costs
and Extraordinary Items 49,991 32,539
Income Tax Expense 17,925 11,420
Nonrecurring-Income Tax Expense (5) (2,219) (713)
------------ ------------
Total Income Tax Expense 15,706 10,707
------------ ------------
Net Income Before Merger and Other Related Nonrecurring Costs and
Extraordinary Items 34,285 21,832
Merger and Other Related Nonrecurring Costs, net of tax (5) 6,486 1,674
------------ ------------
Net Income Before Extraordinary Items 27,799 20,158
Extraordinary Items (3) (88) --
Net Income $ 27,711 $ 20,158
============ ============
<CAPTION>
SELECTED YEAR TO DATE CONSOLIDATED OPERATING RATIOS:
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Net Income Per Share (Before Merger, Nonrecurring and Extraordinary Items)
Basic $ 2.45 $ 1.80
Diluted $ 2.32 $ 1.70
Net Income Per Share
Basic $ 2.28 $ 1.69
Diluted $ 2.17 $ 1.59
Weighted Average Common Shares Outstanding 12,146,000 11,927,000
Weighted Average Common & Common Equivalent Shares Outstanding 12,794,000 12,683,000
Return on Average Assets, annualized (4) 1.31% 1.28%
Return on Average Equity, annualized (4) 22.62% 19.92%
Net Interest Margin - Average Earning Assets 4.91% 5.11%
Operating Expense Ratio (Before Nonrecurring and Extraordinary Items) 2.69% 3.01%
Efficiency Ratio (Before Nonrecurring and Extraordinary Items) 50.52% 56.34%
</TABLE>
(1) 1998 includes a $700,000 writedown of an equity investment in accordance
with APB 18 and 1999 includes a $4.0 million gain on an equity investment.
(2) 1998 and 1999 nonrecurring expenses are comprised of a $701,000 and $7.8
million donation to the GBB Foundation, respectively.
(3) Includes $88,000 loss on early retirement of subordinated debt.
(4) Before Nonrecurring and Extraordinary Items of $2.0 million, net of tax in
1999 and $1.3 million, net of tax, in 1998.
(5) Components of merger, nonrecurring and extraordinary items. Net income
excluding these items is $29,718 and $21,515 in 1999 and 1998, respectively.
Note: Prior periods have been restated to reflect the mergers between Greater
Bay Bancorp, Bay Area Bancshares and Bay Commercial Services on a
poolingofinterests basis.
<PAGE>
Exhibit 99.3
For Information Contact
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At Greater Bay Bancorp: At Financial Relations Board:
David L Kalkbrenner, President & CEO Christina Carrabino (general information)
(650) 614-5767 Stephanie Mishra (analyst contact)
Steven C. Smith, EVP, CAO & CFO (415) 986-1591
(650) 813-8222
FOR IMMEDIATE RELEASE
- ---------------------
GREATER BAY BANCORP ANNOUNCES COMPLETION
OF MERGER WITH MT. DIABLO BANCSHARES
PALO ALTO, CA, February 1, 2000 -- Greater Bay Bancorp (Nasdaq: GBBK) announced
that the merger with Mt. Diablo Bancshares, the holding company for Mt. Diablo
National Bank, Danville, California, was completed on January 31, 2000.
Each Mt. Diablo Bancshares shareholder will receive 0.9532 shares of Greater Bay
Bancorp stock for each share of Mt. Diablo Bancshares in a tax-free exchange.
The merger will be accounted for as a pooling of interests. Following the
transaction, Mt. Diablo National Bank, a wholly owned subsidiary of Mt. Diablo
Bancshares, will operate as a wholly owned subsidiary of Greater Bay Bancorp.
Based on December 31, 1999 financial information, the combined company will have
total assets of approximately $2.85 billion and shareholders' equity of
approximately $174 million.
According to David Kalkbrenner, President and Chief Executive Officer of Greater
Bay Bancorp, "The completion of this merger furthers our strategy of `ringing
the Bay' by increasing our presence in the growing East Bay market. We are on
schedule to integrate Mt. Diablo National Bank into our systems, with a systems
conversion scheduled for early March."
John J. Hounslow, the Chairman of Mt. Diablo National Bank, commented, "We are
very pleased to be joining the Greater Bay super community banking family and
look forward to the opportunities it presents to our clients and communities we
serve."
Greater Bay Bancorp through its seven subsidiary banks, Bay Area Bank, Bay Bank
of Commerce, Cupertino National Bank, Golden Gate Bank, Mid-Peninsula Bank, Mt.
Diablo National Bank and Peninsula Bank of Commerce, along with its operating
divisions, serves clients throughout Silicon Valley, San Francisco, the San
Francisco Peninsula, and the Contra Costa Tri Valley Region, with offices
located in Cupertino, Danville, Fremont, Hayward, Lafayette, Millbrae, Palo
Alto, Pleasanton, Redwood City, San Francisco, San Jose, San Leandro, San Mateo,
San Ramon, Santa Clara, and Walnut Creek.
<PAGE>
Greater Bay Bancorp Announces Completion of Merger
February 1, 2000
Page 2
Safe Harbor
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, 1999, and particularly the discussion of risk factors within that
document.
"WE INVEST IN RELATIONSHIPS"
