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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): October 13, 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
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Item 5. Other Events.
On October 13, 2000, Greater Bay Bancorp (the "Registrant") consummated
its acquisition of Bank of Petaluma ("BOP") pursuant to an Agreement and Plan of
Reorganization, dated as of March 21, 2000 (the "Agreement"), providing for the
merger of DKSS Corp. ("Newco"), a wholly owned subsidiary of the Registrant,
with and into BOP (the "Merger"). As a result of the Merger, BOP became a wholly
owned subsidiary of GBB.
In accordance with the Agreement, former shareholders of BOP received
0.5731 shares (pre-split) of the Registrant's common stock in exchange for each
of their shares of BOP common stock. The Merger was accounted for as a pooling
of interests. The exchange ratio will be adjusted to reflect the Registrant's
two-for-one stock split effective October 4, 2000, to be distributed October 18,
2000.
The Registrant issued a press release announcing completion of the Merger
on October 16, 2000, a copy of which is attached hereto as Exhibit 99.1.
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. 333-40238) filed with the Securities and
Exchange Commission on June 27, 2000, as amended by Amendment No. 1 thereto
filed with the Securities and Exchange Commission on August 8, 2000,
incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
Exhibits
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2.1 Agreement and Plan of Reorganization, dated as of March 21, 2000, by and
among Greater Bay Bancorp, DKSS Corp. and Bank of Petaluma (incorporated
by reference from the Registrant's Current Report on Form 8-K filed March
22, 2000)
99.1 Press Release issued October 16, 2000
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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: October 16, 2000 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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2.1 Agreement and Plan of Reorganization, dated as of March 21, 2000, by and
among Greater Bay Bancorp, DKSS Corp. and Bank of Petaluma (incorporated
by reference from the Registrant's Current Report on Form 8-K filed March
22, 2000)
99.1 Press Release issued October 16, 2000
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