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): August 21, 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 61 Pages
Item 5. OTHER EVENTS.
The Registrant and Cupertino National Bancorp,
Cupertino, California, have entered into a Second Amended and
Restated Agreement and Plan of Reorganization and Merger dated
August 20, 1996, which amends the Amended and Restated Agreement
and Plan of Reorganization and Merger dated June 26, 1996, in
order to make certain technical corrections and to delete certain
provisions related to employment agreements as conditions to
consummation of the transactions contemplated pursuant to the
Agreement.
The foregoing description is qualified by reference to
the Second Amended and Restated Agreement and Plan of
Reorganization and Merger dated August 20, 1996, attached hereto
as Exhibit 2.1 and incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS.
2.1 Second Amended and Restated Agreement and
Plan of Reorganization and Merger dated
August 20, 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: August 21, 1996 By: /s/ David L. Kalkbrenner
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David L. Kalkbrenner
President and Chief
Executive Officer
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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2.1 Second Amended and Restated 5-61
Agreement and Plan of
Reorganization and
Merger dated August 20,
1996