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FILED BY COAST BANCORP
PURSUANT TO RULE 425 UNDER THE
SECURITIES ACT OF 1933
[graphics omitted]
Coastline
Bank's Community Candle Burns Bright
Bank Celebrates 18th Anniversary
We'll Store Your Checks For Free
Coast Commercial Bank to join Greater Bay Bancorp Super Community Banking Family
Cover Story
We are proud to inform you of our recent decision to integrate our bank into the
holding company, Greater Bay Bancorp. This transaction is scheduled to be
completed in the second quarter of 2000. We are pleased to provide you the
following information on Greater Bay.
History of Greater Bay
When Mid-Peninsula Bancorp and Cupertino National Bancorp merged on November 27,
1996, two of the most respected community banking organizations in Northern
California joined forces to form one of the largest bank holding companies in
the Bay Area, Greater Bay Bancorp.
Greater Bay Bancorp is now the holding company for 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 Greater Bay Trust Company and Private Capital Banking, Venture Banking
Group, Greater Bay Bank, Santa Clara Valley Commercial Banking Group, Greater
Bay Bank Contra Costa Region, Greater Bay Bank Fremont Region, Greater Bay
Corporate Finance Group, Greater Bay International Banking Group, Pacific
Business Funding, Greater Bay Bank SBA Lending Group and Greater Bay Bank San
Jose Regional office.
On January 26, 2000, Greater Bay Bancorp entered into a definitive agreement for
a merger with Bank of Santa Clara.
Super Community Banking
To compete more effectively in the financial industry, Greater Bay Bancorp
incorporates a strategy referred to as "super-community banking." Through
high-touch, relationship banking with local decision-making, banks in the
Greater Bay Bancorp family are positioned as an attractive alternative to larger
institutions. By pooling the resources of selected community banks, Greater Bay
Bancorp offers a wide range of products and services to compete against bigger
banks, and yet remains small enough to work closely with clients in meeting
their needs. The community Banks which make up Greater Bay Bancorp have retained
their individual names and identities, and operate with autonomy in their
respective markets.
As a pioneer in the super-community banking strategy with assets in excess of
$2.85 billion and 19 locations, Greater Bay Bancorp subsidiaries provide clients
from San Francisco to San Jose* and the East Bay a unique combination of
strength, stability and unparalleled service.
*This will extend to Santa Cruz County once our integration is completed.
Greater Bay Bancorp stock is listed on the NASDAQ National Market under the
symbol GBBK. The company's website address is www.gbbk.com. For investor
information on Greater Bay Bancorp at no charge, call the Company's automated
shareholder information line at 1-800-PRO-INFO (800-776-4636) and enter code
GBBK.
This communication contains forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
References made in this communication, in particular, statements regarding the
proposed Coast Bancorp/Greater Bay Bancorp merger, are based on management's
current expectations or beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. In particular, the following
factors, among others, could cause actual results to differ materially from
those described in the forward-looking statements: inability to obtain, or meet
conditions imposed for, governmental approvals for the proposed merger; failure
of the Coast Bancorp or Greater Bay Bancorp shareholders to approve the proposed
merger; and the risk that the Coast Bancorp and Greater Bay Bancorp businesses
will not be integrated successfully. For a detailed discussion of these and
other cautionary statements, please refer to Coast Bancorp's and Greater Bay
Bancorp's filings with the Securities and Exchange Commission.
The material set forth above may be deemed to be solicitation material in
respect of the proposed merger of Coast Bancorp ("Coast") with Greater Bay
Bancorp ("Greater Bay"), pursuant to an Agreement and Plan of Reorganization,
dated as of December 14, 1999, by and between Coast and Greater Bay (the
"Agreement"). This filing is being made in connection with Regulation of
Takeovers and Security Holder Communications (Release No. 33-7760, 34-42055)
promulgated by the Securities and Exchange Commission ("SEC").
Certain Information
Concerning Participants
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Coast and its directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the transactions contemplated by
the Agreement. These directors and executive officers include the following:
Harvey J. Nickelson, David V. Heald, Bruce H. Kendall, Richard G. Hofstetter,
Richard E. Alderson, Douglas D. Austin, John C. Burroughs, Gilbert W. Cummings,
Ronald M. Israel, Gus J.F. Norton and James C. Thompson. The direct and indirect
interests in such transactions of these directors and executive officers who are
participating in this solicitation are available from the Company at the
Company's Administrative Offices located at 740 Front Street, Suite 240, Santa
Cruz, CA 95060, telephone (831) 458-4500.
Shareholders of Coast and other investors are urged to read the joint proxy
statement/prospectus which will be included in the registration statement on
Form S-4 to be filed by Greater Bay with the SEC in connection with the proposed
merger because it will contain important information. The registration statement
will include a joint proxy statement/prospectus which will be sent to
shareholders of Coast Bancorp and Greater Bay Bancorp seeking their approval of
the proposed merger. When filed, the registration statement can be obtained at
the Internet World Wide Web site maintained by the SEC at "http://www.sec.gov."
Page 2 story
Making the Holidays Bright
Coast Commercial Bank's employees continued to make extraordinary efforts this
year to help the less fortunate in our community. In September, The Points of
Light Foundation recognized the Bank as a citationist in the Awards for
Excellence in Corporate Community Service. We are extremely pleased with this
recognition for our employees and for their continued devotion to community
involvement.
From mid November through December, Coast Commercial Bank's employees and
customers filled barrels with nonperishable food for the Second Harvest Holiday
Food Drive. The bank also participated in the Food Bank's "Fill the Bus"
program, and together with many local business organizations, we did just that!
In fact, three Metro buses were bursting with food items as a result of our
effort.
During December, Coast Commercial Bank's employees participated in many holiday
events. Here are some examples:
At the height of the hustle and bustle of holiday shopping, our employees served
as bell ringers for Salvation Army at the Capitola Mall. In addition, all six of
our branches participated in the Salvation Army angel tree program.
Through the local Families in Transition program, our employees "adopted" 170
children for the holidays. Employees donated money and purchased clothing and
toys for each child, aided by their specific "wish lists" to Santa.
Following a huge wrapping session, bank employees delivered the wrapped presents
by the carload to the Families in Transition office on High Street. Bank
employee coordinator, Donna Woodruff stated, "Our goal was to make sure that as
many children as possible in the program could experience warmth, happiness and
comfort this holiday season."
Thank you letters such as the one at right poured in from the families, which
certainly indicate that the goal was met.
photo caption: Children from Families in Transition enjoying Santa's visit, and
his delivery of many holiday gifts from our employees.
Dear Coast Commercial,
Thank you very much for the gifts for my children. As a single mom with no child
support or aid, Families In Transition and you are making a difference in our
families lives. I look forward to the day when I can help others as well.
Remain blessed,
Anonymous
24 Hour Banking
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Coast Commercial Bank's 24 hour banking system is available 24 hours a day, 7
days a week by calling 831/458-4545, or toll free 877-458-4500. No charge for
account inquiries and transfers. Fax transmissions are available for $1.00 each.
photo caption: Harvey J. Nickelson President and Chief Executive Officer
Happy New Year! 1999 was a year of achievement, opportunity and growth for Coast
Bancorp and Coast Commercial Bank. Many businesses spent much of the year
counting down days in great anticipation of the year 2000-date rollover. Coast
Commercial Bank entered 1999 having already spent more than a year preparing for
Y2K and continued to devote several hundred hours more toward planning, testing
and implementing our Year 2000 programs. We are pleased to report the bank
experienced a successful Year 2000 rollover. Going forward, our Year 2000 Task
Force and bank management will continue to monitor our vendors and mission
critical systems.
We were extremely honored to receive the National Points of Light Foundation
Citationist Award of Excellence in Corporate Community Service in September
of 1999. The bank was one of 4 citationists and 5 other award winners out of
a total of 120 organizations that were nominated throughout the entire United
States. I personally would like to applaud all of our employees for their
undying community service and volunteer efforts.
In October of 1999, the bank's Small Business Administration (SBA) Department
was ranked as the number one bank lender in total dollar volume approvals in
the San Francisco District. I am very pleased to report this is the fourth
consecutive year our SBA department has achieved this ranking, especially
significant when considering our size in comparison to other banks.
In December of 1999, Coast Bancorp signed a definitive agreement to merge
with Greater Bay Bancorp which is anticipated to be finalized in the second
quarter of this year. Once we become part of the Greater Bay Super Community
Banking family, we will be able to offer more services to our customers and
will have an even greater lending capacity. I cannot emphasize enough how
unique the integration of our bank into Greater Bay Bancorp's holding company
is in comparison to most "mega-bank" mergers (which many of you are probably
personally and painfully aware of). Coast Commercial Bank will not change its
name as a result of this merger.
There will be no branch closures or relocations, nor will there be changes in
account numbers, so it will not be necessary to order new checks, ATM, credit
and debit cards. There is good reason to anticipate that the merger will be
seamless for our customers. We will continue to operate our bank as Coast
Commercial Bank as we have for the past 18 years. In summary, this
opportunity will allow Coast Commercial Bank to maintain its identity while
joining other successful independent banks that are backed by the strength of
one holding company, Greater Bay Bancorp.
Finally, what we anticipated would be a rather flat year for earnings growth
turned out much stronger than expected as we experienced significant growth
in our earning assets in the last six months of the year. As a result, I am
pleased to report Coast Bancorp had strong earnings in the 4th quarter and
the 1999-year. For the 1999-operating year, we announced a 13% increase in
net income to $6.939 million as compared to the same period last year of
$6.161 million. This equates to $1.41 earnings per share as compared to $1.25
earnings per share in 1998. Additionally, our total assets increased by 14%
to $370 million, total deposits increased by 7% to $301 million and total
loans increased by 32% to $212 million.
In January 2000, Coast Bancorp's board of directors declared an increased
cash dividend of nine-cents ($0.09) to our shareholders due to our ongoing
solid earnings. The cash dividend is payable to shareholders of record as of
February 8, 2000 and will be paid on February 28, 2000.
As always, I would like to thank you for your continued loyalty, support and
confidence in Coast Commercial Bank and its holding company, Coast Bancorp. I
wish you all the best in the New Year.
A Reason to Celebrate
February 17, 2000 was the 18th Anniversary of the day Coast Commercial Bank
first opened its doors to the public. To celebrate this momentous occasion, each
of our banking locations held a Customer Appreciation Day celebration, which was
filled with "sweet" surprises, refreshments and festive balloon displays. For
those of you that did not have the opportunity to visit us on February 17th, we
would like to extend our sincere thanks for your continued business!
Ask For Check Storage
Get organized
Have less clutter
$ave money with Check Storage
We can help! Let us store your checks for you at no charge so you can save space
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Now you can receive $1.00 off your monthly service charge with check storage on
the following accounts:
Club 50 Plus
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Coast Checking
Personal Checking
With Check Storage you will still receive your monthly bank statement, but
without all the canceled checks. We retain photocopies of your checks for seven
years, and provide two free copies per month, should you need a photocopy of any
check.
Why wait?
Start your New Year off with less clutter!
Call 458-4500 for details on Check Storage today.
(bank logo)
458-4500
24 Hour Banking by Phone
458-4545
Call Toll Free
877-458-4500
On the Internet
www.coastcommercialbank.com
Aptos
7775 Soquel Drive
Capitola
1850 41st. Avenue - Open Saturdays from 9-1
Santa Cruz
720 Front Street
1975 Soquel Drive
Scotts Valley
203A Mount Hermon Road
Watsonville
1055 South Green Valley Road
