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UNITED STATES 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): July 21, 2000
GREATER BAY BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0387041
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
COMMISSION FILE NUMBER: 0-25034
2860 WEST BAYSHORE ROAD, PALO ALTO, CALIFORNIA 94303
(Address of principal executive offices) (Zip Code)
(650) 813-8200
(Registrant's telephone number, including area code)
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ITEM 5. OTHER ITEMS.
On July 21, 2000, Greater Bay Bancorp (the "Registrant") completed the
acquisition of Bank of Santa Clara which was accounted for as a pooling-of-
interests. Shareholders of Bank of Santa Clara received 0.8499 shares of the
Registrant's Common Stock for each outstanding share of Bank of Santa Clara
Common Stock. A total of approximately 2,001,000 shares were issued in the
transaction.
The supplemental consolidated financial statements filed herewith have been
prepared accounting for the merger using the pooling-of-interests method of
accounting. Upon publication of the Company's financial statements for a period
which includes July 21, 2000, these supplemental consolidated financial
statements will become the historical financial statements of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT
NO. EXHIBITS
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23.1 Consent of PricewaterhouseCoopers LLP
27.1 Restated Financial Data Schedules for the three months ended March 31,
2000 (included in electronic filing through EDGAR)
27.2 Restated Financial Data Schedules for the three months ended March 31,
1999 and the six months ended June 30, 1999 (included in electronic
filing through EDGAR)
27.3 Restated Financial Data Schedules for the nine months ended September 30,
1999 and the three months ended March 31, 1998 (included in electronic
filing through EDGAR)
27.4 Restated Financial Data Schedules for the six months ended June 30, 1998
and June the nine months ended September 30, 1998 (included in electronic
filing through EDGAR)
27.5 Restated Financial Data Schedules for the years ended December 31, 1999
and 1998 (included in electronic filing through EDGAR)
27.6 Restated Financial Data Schedules for the year ended December 31, 1997
(included in electronic filing through EDGAR)
99.1 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include Bank of Santa Clara)
For the Years Ended December 31, 1999, 1998 and 1997:
Selected Financial Data
Management's Discussion and Analysis
Supplemental Consolidated Balance Sheet as of December 31, 1999 and 1998
Supplemental Consolidated Statements of Operations for the Years Ended
December 31, 1999, 1998 and 1997
Supplemental Consolidated Statements of Comprehensive Income for the Years
Ended December 31, 1999, 1998 and 1997
Supplemental Consolidated Statements of Shareholders' Equity for the Years
Ended December 31,
2
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1999, 1998 and 1997
Notes to Supplemental Consolidated Financial Statements
Report of Independent Accountants
99.2 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include Bank of Santa Clara)
For the Quarters Ended March 31, 2000 and 1999:
Management's Discussion and Analysis
Supplemental Consolidated Balance Sheet as of March 31, 2000 and
December 31, 1999
Supplemental Consolidated Statements of Operations for the Quarters Ended
March 31, 2000 and 1999
Notes to Supplemental Consolidated Financial Statements
3
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SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934,
AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GREATER BAY BANCORP
(REGISTRANT)
BY:
/s/ Steven C. Smith
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Steven C. Smith
Executive Vice President, Chief Administrative Officer and
CHIEF FINANCIAL OFFICER
DATE: JULY 25, 2000
4
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EXHIBIT INDEX
EXHIBITS.
23.1 Consent of PricewaterhouseCoopers LLP
27.1 Restated Financial Data Schedules for the three months ended March 31,
2000 (included in electronic filing through EDGAR)
27.2 Restated Financial Data Schedules for the three months ended March 31,
1999 and the six months ended June 30, 1999 (included in electronic
filing through EDGAR)
27.3 Restated Financial Data Schedules for the nine months ended September 30,
1999 and the three months ended March 31, 1998 (included in electronic
filing through EDGAR)
27.4 Restated Financial Data Schedules for the six months ended June 30, 1998
and the nine months ended September 30, 1998 (included in electronic
filing through EDGAR)
27.5 Restated Financial Data Schedules for the years ended December 31, 1999
and 1998 (included in electronic filing through EDGAR)
27.6 Restated Financial Data Schedules for the year ended December 31, 1997
(included in electronic filing through EDGAR)
99.1 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include Bank of Santa Clara)
For the Years Ended December 31, 1999, 1998 and 1997:
Selected Financial Data
Management's Discussion and Analysis
Supplemental Consolidated Balance Sheet as of December 31, 1999 and 1998
Supplemental Consolidated Statements of Operations for the Years Ended
December 31, 1999, 1998 and 1997
Supplemental Consolidated Statements of Comprehensive Income for the Years
Ended December 31, 1999, 1998 and 1997
Supplemental Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 1999, 1998 and 1997
Notes to Supplemental Consolidated Financial Statements
Report of Independent Accountants
99.2 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include Bank of Santa Clara)
For the Quarters Ended March 31, 2000 and 1999:
Management's Discussion and Analysis
Supplemental Consolidated Balance Sheet as of March 31, 2000 and
December 31, 1999
Supplemental Consolidated Statements of Operations for the Quarters Ended
March 31, 2000 and 1999
Notes to Supplemental Consolidated Financial Statements
5
