================================================================================ 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 12, 1998 GREATER BAY BANCORP (Exact name of registrant as specified in its charter) CALIFORNIA 77-0387041 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) COMMISSION FILE NUMBER: 0-25034 2860 WEST BAYSHORE ROAD PALO ALTO, CALIFORNIA 94303 (Address of principal executive offices and zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 813-8200 ================================================================================ ITEM 5. OTHER ITEMS. Greater Bay Bancorp (the "Registrant"), issued a press release on August 13, 1998 with respect to the completion of an offering of Cumulative Trust Preferred Securities in an aggregate amount of $30 million through GBB Capital II, a trust affiliate of the Registrant formed for the purpose of the offering. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Financial Statements. - -------------------- Not Required. Exhibits. - -------- 4.1 Indenture between Greater Bay Bancorp and Wilmington Trust Company, as Debenture Trustee, dated as of August 12, 1998. 4.2 Floating Rate Junior Subordinated Deferrable Interest Debenture Due September 15, 2028 Series A /Series B, of Greater Bay Bancorp. 4.3 Registration Rights Agreement among Greater Bay Bancorp, GBB Capital II, and Sandler O'Neill & Partners, L.P., dated as of August 7, 1998. 4.4 Certificate of Trust of GBB Capital II, dated as of May 18, 1998. 4.5 Amended and Restated Trust Agreement of GBB Capital II, among Greater Bay Bancorp, Wilmington Trust Company and the Administrative Trustees named therein dated as of August 12, 1998. 4.6 Certificate Evidencing Common Securities of GBB Capital II. 4.7 Certificate Evidencing Capital Securities of GBB Capital II. 4.8 Common Securities Guarantee Agreement of Greater Bay Bancorp, dated as of August 12, 1998. 4.9 Series A Capital Securities Guarantee Agreement of Greater Bay Bancorp and Wilmington Trust Company, dated as of August 12, 1998. 4.10 Liquidated Damages Agreement among Greater Bay Bancorp, GBB Capital II, and Sandler O'Neill and Partners, L.P., dated as of August 7, 1998. 99.1 Press Release dated August 13, 1998. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GREATER BAY BANCORP (Registrant) /s/ Steven C. Smith Dated: August 28, 1998 By___________________________________ Steven C. Smith Executive Vice President, Chief Operating Officer and Chief Financial Officer 3 EXHIBIT INDEX ------------- Exhibits. - -------- 4.1 Indenture between Greater Bay Bancorp and Wilmington Trust Company, as Debenture Trustee, dated as of August 12, 1998. 4.2 Floating Rate Junior Subordinated Deferrable Interest Debenture Due September 15, 2028 Series A /Series B, of Greater Bay Bancorp. 4.3 Registration Rights Agreement among Greater Bay Bancorp, GBB Capital II, and Sandler O'Neill & Partners, L.P., dated as of August 7, 1998. 4.4 Certificate of Trust of GBB Capital II, dated as of May 18, 1998. 4.5 Amended and Restated Trust Agreement of GBB Capital II, among Greater Bay Bancorp, Wilmington Trust Company and the Administrative Trustees named therein dated as of August 12, 1998. 4.6 Certificate Evidencing Common Securities of GBB Capital II. 4.7 Certificate Evidencing Capital Securities of GBB Capital II. 4.8 Common Securities Guarantee Agreement of Greater Bay Bancorp, dated as of August 12, 1998. 4.9 Series A Capital Securities Guarantee Agreement of Greater Bay Bancorp and Wilmington Trust Company, dated as of August 12, 1998. 4.10 Liquidated Damages Agreement among Greater Bay Bancorp, GBB Capital II, and Sandler O'Neill and Partners, L.P., dated as of August 7, 1998. 99.1 Press Release dated August 13, 1998.