EXHIBIT 99.1
For Information Contact
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At Greater Bay Bancorp: At Financial Relations Board:
David L. Kalkbrenner Christina Carrabino (general information)
President and CEO Stephanie Mishra (analyst contact)
(650) 614-5767 (415) 986-1591
Steven C. Smith
EVP, CAO and CFO
(650) 813-8222
FOR IMMEDIATE RELEASE
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GREATER BAY BANCORP ANNOUNCES
COMPLETION OF COMMON STOCK
AND TRUST PREFERRED SECURITIES OFFERINGS
PALO ALTO, CA, March 23, 2000 -- Greater Bay Bancorp (Nasdaq:GBBK), a $2.85
billion in assets financial services holding company, announced that it has
completed two private offerings of securities. With this additional capital and
assuming completion of Greater Bay Bancorp's three recently announced pending
mergers, the company would have $3.75 billion in assets on a pro forma basis as
of December 31, 1999.
In one private offering, Greater Bay Bancorp issued 324,324 shares of restricted
common stock to institutional investors with gross proceeds of approximately
$12,000,000. In a separate private offering, the company issued $9,500,000 of
trust preferred securities, through the company's trust subsidiary GBB Capital
III, to a qualified institutional buyer.
With respect to the newly issued common shares, the company has agreed to file a
registration statement with the SEC within 30 business days to register the
shares for resale; however, the shares may be subject to certain trading
restrictions in the event of material developments relating to Greater Bay
Bancorp. Keefe, Bruyette & Woods, Inc. acted as placement agent for the common
offering.
The trust preferred securities bear a 10 7/8% fixed rate of interest payable
semi-annually. GBB Capital III used the proceeds from the sale of the trust
preferred securities to purchase junior subordinated deferrable interest
debentures of Greater Bay Bancorp. Greater Bay Bancorp intends to invest a
portion of the net proceeds in one or more of the company's subsidiary banks to
increase their capital levels and intends to use the remaining net proceeds for
general corporate purposes. Under applicable regulatory guidelines, Greater Bay
Bancorp expects that the trust preferred securities will qualify as Tier I
Capital.
David L. Kalkbrenner, President and Chief Executive Officer of Greater Bay
Bancorp, stated, "With this additional capital, Greater Bay Bancorp intends to
continue its successful strategy of growth through internal initiatives designed
to increase our base of quality assets, while also pursuing merger opportunities
with select independent banks and financial services companies. Even with the
Greater Bay Bancorp Announces Completion of Common Stock
And Trust Preferred Securities Offerings
March 23, 2000
Page 2
additional common shares outstanding and the interest expense associated with
the trust preferred securities, we continue to feel comfortable in our ability
to meet the analysts' consensus earnings estimates for the year 2000."
Steven C. Smith, Executive Vice President, Chief Administrative Officer and
Chief Financial Officer of Greater Bay Bancorp, commented, "After receiving the
additional $12 million in common equity, we feel very comfortable with our
common equity position and do not anticipate raising any additional common
stock."
The following table details on a historical and pro forma basis Greater Bay
Bancorp's capital ratios as of December 31, 1999.
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Historical Pro-Forma
($'s in billions) 12/31/99 12/31/99 (1)(2)
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Total Assets $ 2.85 $ 3.75
Risk Weighted Assets $ 2.45 $ 3.25
Capital Ratios:
Equity to Assets 6.09% 7.06%
Leverage 7.85% 9.04%
Tier 1 Risk Based Capital 9.14% 10.23%
Total Risk Based Capital 10.55% 11.64%
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(1) - Includes Coast Bancorp, Bank of Santa Clara and Bank of Petaluma.
(2) - Includes $12.0 million issuance of common stock and $9.5 million
issuance of trust preferred securities.
Greater Bay Bancorp through its seven subsidiary banks, Bay Area Bank, Bay Bank
of Commerce, Cupertino National Bank, Golden Gate Bank, Mid-Peninsula Bank, Mt.
Diablo National Bank and Peninsula Bank of Commerce, along with its operating
divisions, serves clients throughout Silicon Valley, San Francisco, the San
Francisco Peninsula, and the Contra Costa Tri Valley Region, with offices
located in Cupertino, Danville, Fremont, Hayward, Lafayette, Millbrae, Palo
Alto, Pleasanton, Redwood City, San Francisco, San Jose, San Leandro, San Mateo,
San Ramon, Santa Clara and Walnut Creek.
Safe Harbor
Certain matters discussed in this press release constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward looking statements relate to the Company's continuing growth
strategy, its plans regarding the leveraging of the additional capital and its
impact on earnings and shareholder returns and the closing of pending previously
announced mergers. These forward looking statements are subject to certain risks
and uncertainties that could cause the actual results, performance or
achievements to differ materially from those expressed, suggested or implied by
the forward looking statements. These risks and uncertainties include, but are
not limited to: (1) the impact which changes in interest rates, a decline in
economic conditions at the international, national and local levels and
increased competition among financial service providers has on the Company's
results of operations, the Company's ability to continue its internal growth at
historical rates, the Company's ability to maintain its net
Greater Bay Bancorp Announces Completion of Common Stock
And Trust Preferred Securities Offerings
March 23, 2000
Page 3
interest spread, and on the quality of the Company's earning assets; (2) the
period of time it takes the Company to leverage the additional funds into
earning assets; (3) when and if the pending mergers are consummated and (4) the
other risks set forth in the Company's reports filed with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for the year ended
December 31, 1999.
For investor information on Greater Bay Bancorp at no charge, call our automated
shareholder information line at 1-800-PRO-INFO (1-800-776-4636) and enter code
GBBK. For international access, dial 1-201-432-6555.
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