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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MID-PENINSULA BANCORP
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(Exact name of registrant as specified in its charter)
California 2-99922 94-2952485
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
420 Cowper Street, Palo Alto, California 94301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 323-5150
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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.
The Registrant issued a press release dated June 6, 1996, announcing
the signing of a definitive agreement for a merger of Cupertino National
Bancorp, Cupertino, California, with and into Registrant and that Registrant
will change its name to Greater Bay Bancorp concurrent with closing of the
merger. Cupertino shareholders will receive .81522 of a share of Registrant'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 51%
ownership by Registrant and approximately 49% ownership by Cupertino of the
surviving corporation, Greater Bay Bancorp.
In connection with the merger, the Registrant and Cupertino 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.
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS.
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/ Carol H. Rowland
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Carol H. Rowland
Chief Financial Officer
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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2.1 Amended and Restated 5-61
Agreement and Plan of
Reorganization and
Merger dated June 26,
1996
99.1 Press Release 62-64
dated June 6, 1996
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