SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 30, 1999
BAY COMMERCIAL SERVICES
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(Exact name of registrant as specified in its charter)
CALIFORNIA 77-2760444
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1495 EAST 14TH STREET, SAN LEANDRO, CALIFORNIA 95453
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (510) 357-2265
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ITEM 5. OTHER EVENTS.
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Bay Commercial Services ("BCS") has entered into an Agreement and Plan
of Reorganization by and between BCS and Greater Bay Bancorp ("GBB"), dated as
of April 30, 1999 (the "Reorganization Agreement"), pursuant to which BCS will
merge with and into GBB and each outstanding share of BCS common stock, no par
value, excluding any BCS perfected dissenting shares, will be converted into the
right to receive a specified amount of GBB common stock, no par value, upon the
terms and conditions set forth therein (the "Merger"). Upon satisfaction of all
conditions to completion of the Merger, an Agreement of Merger (the "Merger
Agreement") by and between GBB and BCS will be filed with the California
Secretary of State, upon which filing the Merger shall be consummated. Upon
consummation of the merger, the surviving corporation will be GBB. It is
presently contemplated that upon consummation of the Merger, Bay Bank of
Commerce, BCS's wholly-owned California licensed banking subsidiary, shall be
operated as a wholly-owned subsidiary of GBB.
Both the Reorganization Agreement and the Merger Agreement have been
approved by the Boards of Directors of BCS and GBB, subject to conditions usual
and customary for merger transactions of this type, including approval by BCS's
shareholders, approval by federal and state bank regulatory authorities, and
satisfaction of certain other terms, conditions and waiting periods. A copy of
the Reorganization Agreement is attached hereto as Exhibit (2), and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(C) EXHIBITS.
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Exhibit No.
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(2) Agreement and Plan of Reorganization
(99.1) Press Release
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATED: May 6, 1999 BAY COMMERCIAL SERVICES
By: /s/ Richard M. Kahler
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Richard M. Kahler
President & Chief Executive Officer