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Exhibit 99.5
GBB CAPITAL IV
OFFER FOR ALL OUTSTANDING 10.75% ORIGINAL CAPITAL SECURITIES
IN EXCHANGE FOR 10.75% EXCHANGE CAPITAL SECURITIES
To Our Clients:
Enclosed for your consideration is a prospectus dated _______________,
2000 (as the same may be amended or supplemented from time to time, the
"Prospectus"), and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of GBB Capital IV
(the "Trust") and Greater Bay Bancorp (the "Corporation") to exchange the
Trust's 10.75% Exchange Capital Securities for any and all of the Trust's
outstanding 10.75% Original Capital Securities (the "Original Capital
Securities"), upon the terms and subject to the conditions described in the
Prospectus. The Exchange Offer is being made in order to satisfy certain
obligations of the Trust and the Corporation contained in the Registration
Rights Agreement dated May 16, 2000, among the Trust, the Corporation, and
Sandler O'Neill & Partners, L.P.
This material is being forwarded to you as the beneficial owner of the
Original Capital Securities carried by us in your account but not registered in
your name. A TENDER OF SUCH ORIGINAL CAPITAL SECURITIES MAY ONLY BE MADE BY US
AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Original Capital Securities held by us for your
account, pursuant to the terms and conditions set forth in the enclosed
Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Original Capital Securities on your behalf in
accordance with the provisions of the Exchange Offer. The Exchange Offer shall
expire at 5:00 p.m., ________________________ time, on __________, 2000, or on
such later date or time to which the Corporation or the Trust may extend the
Exchange Offer. Any Original Capital Securities tendered pursuant to the
Exchange Offer may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Original Capital Securities.
2. The Exchange Offer is subject to certain conditions set forth in
the Prospectus in the section captioned "The Exchange Offer--Conditions to the
Exchange Offer."
3. Any transfer taxes incident to the transfer of Original Capital
Securities from the holder to the Corporation will be paid by the Corporation,
except as otherwise provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., ________________________
time, on ____________, 2000, or on such later date or time to which the
Corporation or the Trust may extend the Exchange Offer.
If you wish to have us tender your Original Capital Securities, please
so instruct us by completing, executing and returning to us the instruction form
on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL CAPITAL
SECURITIES.
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INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by GBB Capital
IV with respect to its Original Capital Securities.
This will instruct you to tender the Original Capital Securities held
by you for the account of the undersigned, upon and subject to the terms and
conditions set forth in the Prospectus and the related Letter of Transmittal.
Please tender the Original Capital Securities held by you for my
account as indicated below:
Total Principal Amount at Maturity of 10.75% Original Capital Securities
Tendered:* _____________________________________________________________________
[_] Please do not tender any Original Capital Securities held by you for
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my account.
Dated: __________________________, 2000
Authorized Signature(s):________________________________________________________
Please print name(s) here:______________________________________________________
Address(es):____________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Taxpayer Identification or Social Security Number(s):___________________________
None of the Original Capital Securities held by us for your account
will be tendered unless we receive written instructions from you to do so.
Unless a specific contrary instruction is given in the space provided, your
signature(s) hereon shall constitute an instruction to us to tender all the
Original Capital Securities held by us for your account.
__________________
* Must be in denominations of a Liquidation Amount of $1,000 and any integral
multiple thereof, and not less than $100,000 aggregate Liquidation Amount.
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