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 12, 1996
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CUPERTINO NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
California 0-18015 33-0060898
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
20230 Stevens Creek, Cupertino, CA 95054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 996-1144
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NONE
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(Former name or former address, if changed since last report.)
The Exhibit Index is on Page 4. Page 1 of 64 Pages
Item 5. Other Events.
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The Registrant issued a press release dated June 6, 1996, announcing
the signing of a definitive agreement for a merger of equals of Registrant with
and into Mid-Peninsula Bancorp ("MPB") and that MPB will change its name to
Greater Bay Bancorp ("GBB") concurrent with closing of the merger. Cupertino
shareholders will receive .81522 of a share of GBB's common stock for each share
of Cupertino common stock in a tax-free exchange to be accounted for as a
"pooling-of-interests", resulting in approximately 49% ownership by Registrant
and approximately 51% ownership by MPB of the surviving corporation, Greater Bay
Bancorp.
In connection with the merger, the Registrant and MPB granted
each other options to purchase up to 19% of the outstanding shares of each
other's common stock under certain circumstances in the event the transaction is
terminated. The merger is expected to be completed in the fourth quarter of
1996, subject to shareholder and regulatory approvals.
The foregoing description is qualified by reference to the Amended
and Restated Agreement and Plan of Reorganization and Merger dated June 26, 1996
attached hereto as Exhibit 2.1 and press release dated June 6, 1996 attached
hereto as Exhibit 99.1, each incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
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2.1 Amended and Restated Agreement and Plan of Reorganization
and Merger dated June 26, 1996.
99.1 Press Release dated June 6, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Bancorp has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MID-PENINSULA BANCORP
Date: July 12, 1996 By: /s/ C. Donald Allen
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C. Donald Allen
Chief Executive Officer
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Exhibit Index
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Exhibit No. Description
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2.1 Amended and Restated
Agreement and Plan of
Reorganization and
Merger dated
June 26, 1996
99.1 Press Release
dated June 6, 1996
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