<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED] for the fiscal year ended December 31, 1999 or
[ ] TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] for the transaction period from __________ TO
___________.
Commission file number 0-25034
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
GREATER BAY BANCORP 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
GREATER BAY BANCORP
2860 WEST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
<PAGE>
INTRODUCTION
Greater Bay Bancorp has established the Greater Bay Bancorp 401(k) Plan
(the "Plan"). The Plan is a profit sharing plan with a cash or deferred
arrangement intended to qualify under Sections 401(a) and 401(k) of the Internal
Revenue Code of 1986, as amended. The Plan was registered on Registration
Statements on Form S-8 filed with the Securities and Exchange Commission on July
8, 1997 (File No. 333-30913) and November 20, 1998 (File No. 333-67677).
REQUIRED INFORMATION
1. Financial Statements and Schedules.
Report of Independent Accountants
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 1999 and
1998
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1999
Notes to Financial Statements
Supplemental Schedules:
Item 4i - Schedule of Assets Held for Investment Purposes as of December
31, 1999
Item 4j - Schedule of Reportable Transactions for the year ended December
31, 1999
2. Exhibits.
23.1 Consent of PricewaterhouseCoopers LLP
<PAGE>
Greater Bay Bancorp 401(k)
Plan
Financial Statements and Supplemental Schedules
December 31, 1999
<PAGE>
Report of Independent Accountants
To the Trustee of the
Greater Bay Bancorp 401(k) Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits with
fund information present fairly, in all material respects, the net assets
available for benefits of the Greater Bay Bancorp 401(k) Plan (the "Plan") as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the changes in net assets
available for benefits of each fund. These supplemental schedules and fund
information are the responsibility of the Plan's management. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/PricewaterhouseCoopers LLP
San Francisco, California
June 19, 2000
<PAGE>
Greater Bay Bancorp 401(k) Plan
Statements of Net Assets Available for Benefits
As of December 31, 1999 and 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Assets
Cash $ - $ -
Investments, at fair market value:
Shares of money market funds:
Greater Bay Trust Floating Rate Fund 812,287 518,247
Shares of registered investment companies:
Vanguard Total Bond Index Fund 570,834 326,356
Vanguard Institutional Index Fund 2,900,153 1,592,203
T. Rowe Price International Stock Fund 501,141 332,175
Greater Bay Trust Tactical Asset Allocation Program 5,838,227 4,189,080
Greater Bay Bancorp Common Stock 6,046,512 4,153,916
Participant Loans Receivable 415,447 267,890
----------- -----------
Total investments 17,084,601 11,379,867
----------- -----------
Receivables
Employer contributions 257,843 190,833
Participant contributions 67,617 62,139
Accrued interest and dividends 43,229 29,462
----------- -----------
Total receivables 368,689 282,434
----------- -----------
Total assets 17,453,290 11,662,301
----------- -----------
Liabilities
Total liabilities - -
----------- -----------
Net assets available for benefits $17,453,290 $11,662,301
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
Greater Bay Bancorp 401(k) Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the year ended December 31, 1999
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Greater Bay
T. Rowe Trust Greater Bay
Greater Bay Vanguard Vanguard Price Tactical Asset Bancorp
Trust Floating Total Bond Institutional International Allocation Common
Rate Fund Index Fund Index Fund Stock Fund Program Stock
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Interest $ 30,092 $ - $ - $ - $ - $ -
Dividends - 29,202 46,094 25,643 170,431 56,147
Net appreciation
(depreciation) in
the fair value of
investments - (31,023) 374,955 93,851 338,345 1,352,563
Contributions:
Employer 50,443 47,111 206,364 27,188 285,539 277,610
Participant 68,362 102,682 487,614 63,980 569,429 594,082
Rollover 217,075 14,007 202,320 14,877 153,345 106,338
Realized gains (losses) - (858) 15,151 2,641 114,161 (448)
--------- --------- ------------ --------- ----------- -----------
Total additions 365,972 161,121 1,332,498 228,180 1,631,250 2,386,292
Deductions from net assets
attributed to:
Benefit payments and
distributions 75,057 7,582 51,663 24,640 187,924 83,270
--------- --------- ------------ --------- ----------- -----------
Total deductions 75,057 7,582 51,663 24,640 187,924 83,270
--------- --------- ------------ --------- ----------- -----------
Transfers in (out) 3,125 90,939 27,115 (34,574) 205,821 (410,426)
--------- --------- ------------ --------- ----------- -----------
Net increase 294,040 244,478 1,307,950 168,966 1,649,147 1,892,596
--------- --------- ------------ --------- ----------- -----------
Balance at beginning of year 518,247 326,356 1,592,203 332,175 4,189,080 4,153,916
--------- --------- ------------ --------- ----------- -----------
Balance at end of year $ 812,287 $ 570,834 $ 2,900,153 $ 501,141 $ 5,838,227 $ 6,046,512
========= ========= ============ ========= =========== ===========
<CAPTION>
Participant
Notes
Receivable Other, Net Total
<S> <C> <C> <C>
Additions to net assets
attributed to:
Investments income:
Interest $ 29,557 $ - $ 59,649
Dividends - 13,766 341,283
Net appreciation
(depreciation) in
the fair value of
investments - - 2,128,691
Contributions:
Employer - 67,009 961,264
Participant - 5,480 1,891,629
Rollover - - 707,962
Realized gains (losses) - - 130,647
--------- --------- ------------
Total additions 29,557 86,255 6,221,125
Deductions from net assets
attributed to:
Benefit payments and
distributions - - 430,136
--------- --------- ------------
Total deductions - - 430,136
--------- --------- ------------
Transfers in (out) 118,000 - -
--------- --------- ------------
Net increase 147,557 86,255 5,790,989
--------- --------- ------------
Balance at beginning of year 267,890 282,434 11,662,301
--------- --------- ------------
Balance at end of year $ 415,447 $ 368,689 $17,453,290
========= ========= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
________________________________________________________________________________
1. Plan Description
On November 27, 1996, Cupertino National Bancorp (Cupertino) merged with
Mid-Peninsula Bancorp (Mid-Peninsula). The merged organization was renamed
Greater Bay Bancorp (GBB). The Board of Directors of GBB concurrently
approved the merger of the Mid-Peninsula 401(k) Plan into the Cupertino
401(k) Plan and renamed the plan as the Greater Bay Bancorp 401(k) Plan (the
Plan), effective December 31, 1996.
On December 23, 1997, May 8, 1998, May 21, 1999 and October 15, 1999, GBB
completed its mergers with Peninsula Bank of Commerce (PBC), Golden Gate
Bank (GGB), Bay Area Bank (BAB), and Bay Bank of Commerce (BBC),
respectively. The 401(k) plans of PBC, GGB, BAB, and BBC were not merged
with the Plan as of December 31, 1999. As such, the accompanying financial
statements of the Plan do not include any information as to the PBC, GGB,
BAB, and BBC Plans. The PBC plan was frozen upon the date of merger and the
GGB, BAB, and BBC Plans were terminated the day before the merger, and the
merged employees of PBC, GGB, BAB, and BBC became participants of the plan.
The assets of the PBC Plan may be merged with the assets of the Plan once
GBB has ensured that all operational and/or form defects of the PBC Plan
have been corrected and approved by the Internal Revenue Service (IRS) under
one of the IRS Remedial Programs. GGB, BAB, and BBC will distribute benefits
to participants of their respective plans upon the receipt of favorable
determination letters from the IRS on the qualification of the terminated
Plans. At that time, GBB, BAB, and BBC will permit rollovers from their
respective plans into the Plan at the participant's election. The following
description of the Plan is provided for general information purposes only.
Participants of the Plan should refer to the Plan document for a more
comprehensive description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all employees of GBB and
its subsidiaries who are 21 years of age or older. As of December 31,
1999, the subsidiaries consisted of Cupertino National Bank, Mid-Peninsula
Bank, Peninsula Bank of Commerce, Golden Gate Bank, Bay Area Bank, and Bay
Bank of Commerce (collectively, the Subsidiaries). GBB and the
Subsidiaries are herein collectively referred to as "the Company." The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
All of the Plan's assets are held by the Greater Bay Trust Company (the
Trustee), a division of Cupertino National Bank.
Contributions
Each year, participants may contribute up to 15% of pretax annual
compensation, as defined in the Plan. Participants may also contribute
amounts representing distributions from other qualified defined benefit or
contribution plans. The Company makes a matching contribution to the Plan
on behalf of each participant who elects to contribute to the Plan, in an
amount equal to 62.5% of the first 8% of the eligible compensation that
such a participant elects to contribute to the Plan. Additional Company
contributions may be made at the discretion of GBB. The allocation of
qualified nonelective contributions is made only to the accounts of non-
highly compensated participants.
4
<PAGE>
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
________________________________________________________________________________
Participant accounts
Individual accounts are maintained for each Plan participant. Each
participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution, (b) Plan earnings, and (c)
rollovers. Allocations are based on participant directions. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's vested account.
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Employees hired prior to December 31, 1996 are 100%
vested in all accounts. For employees hired after December 31, 1996,
vesting in the Company's matching and discretionary contribution portion of
their accounts, plus actual earnings thereon, is based on years of
continuous service as follows:
<TABLE>
<CAPTION>
Years of Service Percent Vested
<S> <C>
1 25%
2 50%
3 75%
4 or more 100%
</TABLE>
Forfeitures
Participants who terminate employment before they are 100% vested in their
Company contributions will forfeit the nonvested portion of the Company
contributions allocated to their accounts. Forfeitures, if any, shall be
used to reduce the contribution of the employer for the Plan year in which
such forfeitures occur. At December 31, 1999 there was $18,453 in
forfeitures that have been offset against the Company contribution
receivable of $276,296.
Investment options
Upon enrollment in the Plan, participants may direct their contributions at
any time in whole percent increments into any of the following six
investment options:
. Greater Bay Trust Floating Rate Fund - Funds are invested in a money
market type account. The rate paid is equivalent to the six-month U.S.
Treasury bill auction rate plus 0.l25%.
. Vanguard Total Bond Index Fund - Funds are invested in shares of a
registered investment company that invests in a combination of bonds
and other "fixed income" securities.
. Vanguard Institutional Index Fund - Funds are invested in shares of a
registered investment company that invests in stocks included in the
Standard & Poor's 500 Index.
. T. Rowe Price International Stock Fund - Funds are invested in stocks,
warrants, convertibles, and/or debt securities. The Fund typically
maintains investments in at least three foreign countries, and may
invest in both industrialized and developing countries.
5
<PAGE>
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
________________________________________________________________________________
. Greater Bay Trust Tactical Asset Allocation Program - Funds are
invested in equity securities, bonds, and cash.
. Greater Bay Bancorp Common Stock - Funds are invested in common stock
of the Company.
Participants may change their investment options quarterly for new
deferrals and may change investment of a present balance daily.
Participant notes receivable
Plan participants are permitted to borrow against the vested interest in
their account up to a maximum of 50% of the vested amount ranging from a
minimum of $1,000 and a maximum of $50,000. Loan terms range from one to
30 years. The loans are secured by the balance in the participant's
account and bear interest rates that range from 7.75% to 11%. Principal
and interest is paid ratably through semi-monthly payroll deductions.
Payment of benefits
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her account or annual
installments over a period not to exceed the participant's life expectancy.
For termination of service due to other reasons, a participant may receive
the value of the vested interest in his or her account as a lump-sum
distribution.
2. Summary of Significant Accounting Policies
Basis of accounting
The records of the Plan are kept and the accompanying financial statements
have been prepared on the accrual basis of accounting.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
Risks and uncertainties
The Plan provides for various investment options in any combination of the
above mutual fund and money market investment types, which themselves are
invested in various combinations of stock, bond, income, and other
investment securities. Investment securities are exposed to various risks,
such as interest rate, market, and credit. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risk in the near term would materially
affect participants' account balances and the amounts reported in the
statements of net assets available for benefits and the statement of
changes in net assets available for benefits.
6
<PAGE>
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
________________________________________________________________________________
Investment valuation and income recognition
The Plan's investments are stated at fair market value. Shares of
registered investment companies are valued at quoted market prices which
represent the net asset value of shares held by the Plan at year-end. The
Company stock is valued at its quoted market price. Participant notes
receivables are valued at cost which approximates market.
Purchases and sales of securities are reflected on a trade date basis.
Transaction gains or losses are determined on the average cost method.
Interest income is recognized on the accrual basis. The net appreciation
(depreciation) in the fair value of the Plan's investments consists of
realized gains or losses and the unrealized appreciation (depreciation) on
those investments.
Contributions
Employee contributions are recorded in the period during which GBB makes
payroll deductions from the Plan participants' earnings. Matching GBB
contributions are recorded quarterly.
Payment of benefits
Benefits are recorded when paid.
Tax status
The Internal Revenue Service (IRS) has determined and informed GBB by a
letter dated May 5, 1995, that the Plan, as then designed, is designed in
accordance with the applicable sections of the Internal Revenue Code (IRC).
3. Plan Administrator and Expense
GBB currently bears the administrative expenses associated with the
management of the Plan. As such, no administrative expenses are reflected in
the Plan's financial statements.
4. Plan Termination
Although it has not expressed any intent to do so, GBB has the right under
the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested.
5. Subsequent Events
On January 31, 2000, GBB completed its merger with Mt. Diablo Bancshares
(MDB). MDB terminated its 401(k) plan immediately before the merger with GBB.
Once the IRS has issued a favorable determination letter on the qualification
of the terminated MDB 401(k) plan, GBB will permit rollovers from the MDB
401(k) plan into the Plan at the participants' discretion.
7
<PAGE>
Greater Bay Bancorp 401(k) Plan
Notes to Financial Statements
________________________________________________________________________________
On May 18, 2000, GBB completed its merger with Coast Bancorp the holding
company for Coast Commercial Bank (CCB). CCB terminated its 401(k) plan
immediately before the merger with GBB. Once the IRS has issued a favorable
determination letter on the qualification of the terminated CCB 401(k) plan,
GBB will permit rollovers from the CCB 401(k) plan into the Plan at the
participants' discretion.
On January 26, 2000, GBB signed a definitive agreement to merge with Bank of
Santa Clara (BSC). It is expected that BSC will terminate its 401(k) plan
immediately before the merger with GBB. Once the IRS has issued a favorable
determination letter on the qualification of the terminated BSC 401(k) plan,
GBB will permit rollovers from the BSC 401(k) plan into the Plan at the
participants' discretion.
On March 21, 2000, GBB signed a definitive agreement to merge with Bank of
Petaluma (BOP). It is expected that BOP will terminate its 401(k) plan
immediately before the merger with GBB. Once the IRS has issued a favorable
determination letter on the qualification of the terminated BOP 401(k) plan,
GBB will permit rollovers from the BOP 401(k) plan into the Plan at the
participants' discretion.
6. Request For Compliance Statement
In December of 1999 GBB issued a letter to the IRS constituting a request for
a compliance statement under the Voluntary Compliance Resolution (VCR)
Program, pursuant to Revenue Procedures 94-62 and 98-22.
The request addressed the over and under statement of participant salary
deferral elections, the corresponding effect on employer matching
contributions, and clerical errors that resulted in misstated employer
matching contributions for the 1997 and 1998 plan years. As a result the net
understatement of participant deferrals were $18,582 and $18,419 in 1997 and
1998 respectively. In 1997 the net understatement of employer match
contributions was $6,592. In 1998 there was a net overstatement in employer
match contributions of $4,381. Once the Plan receives notification from the
IRS that it has accepted GBB's correction methodology, the Plan will
implement the corrections.
7. Related Party Transactions
One of the investment options of the Plan (see Note 1) is managed by the
Greater Bay Trust Company. The Greater Bay Trust Company is the trustee as
defined by the Plan, and, therefore, these transactions qualify as party-in-
interest. However, no fees were paid by the Plan to the Trustee for the
investment management services.
8. Concentration of Risk
A portion of the Plan's assets are invested in common stock of Greater Bay
Bancorp. This investment fund represents 35% of the Plan's total assets at
December 31, 1999 and 64% of the Plan's net investment appreciation for the
year ended December 31, 1999.
8
<PAGE>
Greater Bay Bancorp 401(k) Plan
Item 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 1999
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
Identity of Issuer Description of Investments Historical Cost Fair Value
<S> <C> <C> <C>
*Greater Bay Trust Floating Rate Fund Money Market Fund $ 812,287 $ 812,287
Vanguard Total Bond Index Fund Registered Investment Company 600,175 570,834
*Greater Bay Trust Tactical Asset
Allocation Program Asset Allocation Fund 5,006,273 5,838,227
Vanguard Institutional Index Fund Registered Investment Company 2,144,052 2,900,153
T. Rowe Price International Stock Fund Registered Investment Company 388,931 501,141
Greater Bay Bancorp Common Stock Common stock of Company 2,893,579 6,046,512
*Participant notes receivable Loans, secured by balance of vested
accounts 7.75% to 11% 415,447 415,447
----------- -----------
$12,260,744 $17,084,601
=========== ===========
</TABLE>
*Represents party-in-interest to the Plan.
9
<PAGE>
Greater Bay Bancrop 401(k) Plan
Item 4j - Schedule of Reportable Transactions
For the Year Ended December 31, 1999
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(f)
Fair Value
(a) (b) (c) (d) (e) of Assets on (g)
Identity of Description of Purchase Selling Cost of Transaction Net Gain
Party Involved Assets Price Price Assets Date or (Loss)
<S> <C> <C> <C> <C> <C> <C>
1) Greater Bay Trust 78 Purchases of fund shares $ 721,651 $ 721,651 $ 721,651 $ -
Floating Rate Fund 70 Sales of fund shares $ 427,748 427,748 427,748 -
2) Greater Bay Bancorp 74 Purchases of shares 1,220,436 1,220,436 1,220,436 -
Common Stock 62 Sales of shares 633,933 359,522 633,933 274,411
3) Greater Bay Trust 114 Purchases of fund shares 2,736,762 2,736,762 2,736,762 -
Tactical Asset 54 Sales of fund shares 788,066 817,953 788,066 (29,887)
Allocation Program
4) Vanguard Institutional 210 Purchases of fund shares 2,956,792 2,956,792 2,956,792 -
Index Fund 118 Sales of fund shares 2,801,022 2,067,469 2,801,022 733,553
</TABLE>
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
Greater Bay Bancorp 401 (k) Plan
--------------------------------
(Name of Plan)
Date: June 28, 2000 By: /s/ Cheryl G. Howell
--------------------
Cheryl G. Howell
Executive Vice President
and Senior Trust Officer
Greater Bay Trust Company,
Trustee for the Plan
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
23.1 Consent of PricewaterhouseCoopers LLP
