================================================================================ 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): SEPTEMBER 29, 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. On August 14, 1998, Greater Bay Bancorp (the "Registrant"), reported interim operating results for the three-month and six-month periods ended June 30, 1998 in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. This was the first financial information to be published following the business combination with Pacific Rim Bancorporation ("PRB"), and its wholly owned banking subsidiary, Golden Gate Bank ("GGB"), which was consummated on May 8, 1998 and accounted for as a pooling of interests. Consolidated Financial Statements for the years ended December 31, 1997, 1996 and 1995, have been restated on a historical basis to give retroactive effect to the Registrant's merger with PRB on a pooling-of-interests basis (See Exhibit 99.1). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibits. - -------- 27.1 Restated Financial Data Schedules for the years ended December 31, 1997 and 1996 (included in electronic filing through EDGAR) 27.2 Restated Financial Data Schedules for the year ended December 31, 1995 (included in electronic filing through EDGAR) 99.1 Consolidated Financial Statements and Supplementary Data (restated to include PRB and GGB) For the Years Ended December 31, 1997, 1996 and 1995: Five-Year Selected Data Management's Discussion and Analysis Consolidated Balance Sheets as of December 31, 1997 and 1996 Consolidated Statements of Operations for the Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Cash Flows for the Years Ended December 31, 1997,1996 and 1995 Notes to Consolidated Financial Statements Report of Independent Accountants 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) Dated: September 29, 1998 By: /s/ STEVEN C. SMITH ----------------------------------- Steven C. Smith Executive Vice President, Chief Operating Officer and Chief Financial Officer 3 EXHIBIT INDEX ------------- Exhibits. - -------- 27.1 Restated Financial Data Schedules for the years ended December 31, 1997 and 1996 (included in electronic filing through EDGAR) 27.2 Restated Financial Data Schedules for the year ended December 31, 1995 (included in electronic filing through EDGAR) 99.1 Consolidated Financial Statements and Supplementary Data (restated to include PRB and GGB) For the Years Ended December 31, 1997, 1996 and 1995: Five-Year Selected Data Management's Discussion and Analysis Consolidated Balance Sheets as of December 31, 1997 and 1996 Consolidated Statements of Operations for the Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1997, 1996 and 1995 Consolidated Statements of Cash Flows for the Years Ended December 31, 1997,1996 and 1995 Notes to Consolidated Financial Statements Report of Independent Accountants