SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 30, 1996
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MID-PENINSULA BANCORP
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
California 0-25034 77-0387041
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(STATE OR OTHER (COMMISSION (I.R.S EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
420 Cowper Street; Palo Alto, CA 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 Index to Exhibits is located at page 4
Page 1 of 6 Pages
ITEM 5 - OTHER EVENTS
A special meeting of Shareholders of Mid-Peninsula Bancorp was held on October
30, 1996 at 5:00 p.m. in the lobby of Mid-Peninsula Bank, 420 Cowper Street.,
Palo Alto, California.
The shareholders of the companies approved the proposed merger of equals between
Mid-Peninsula Bancorp and Cupertino National Bancorp. The result of the merger
will be the a multi-bank holding company to be named Greater Bay Bancorp. The
two banks, Mid-Peninsula Bank and Cupertino National Bank, will still operate as
wholly owned subsidiaries of Greater Bay Bancorp throughout the Peninsula and
South Bay
The terms of the merger provide Cupertino National Bancorp shareholders to
receive .81522 of a share of Mid-Peninsula Bancorp stock for each share of
Cupertino National Bancorp in a tax-free exchange to be accounted for as a
"pooling of interest."
With the granted approval from shareholders and the Federal Reserve, the merger
is expected to close before December 31, 1996. Management of both organizations
believe the merger will create increased opportunities in the financial market.
The Board of Directors for Greater Bay Bancorp will consist of five directors
from each company, with Duncan L. Matteson (Chairman of Mid-Peninsula Bancorp)
and John M. Gatto (Chairman of Cupertino National Bancorp) serving as co-
chairman.
Page 2 of 6 Pages
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MID-PENINSULA BANCORP
Date: November 7, 1996 /s/ David L. Kalkbrenner
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David L. Kalkbrenner
President and
Chief Executive Officer
(Principal Executive Officer)
Date: November 7, 1996 /s/ Carol H. Rowland
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Carol H. Rowland
First Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer
Page 3 of 6 Pages
EXHIBIT INDEX
SEQUENTIAL
PAGE
EXHIBIT NO: DESCRIPTION NUMBER
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99.9 Press Release 5-6
Page 4 of 6 Pages