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): May 21, 1999
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 Events.
(a) On May 21, 1999, Greater Bay Bancorp (the "Registrant") consummated its
merger with Bay Area Bancshares ("BAB") pursuant to an Agreement and Plan of
Reorganization, dated as of January 26, 1999 (the "Agreement"), providing for
the merger of BAB with and into the Registrant (the "Merger"). In accordance
with the Agreement, former shareholders of BAB received 1.38682 shares of the
Registrant's common stock in exchange for each of their shares of BAB common
stock. As a result of the Merger, Bay Area Bank, formerly a wholly owned
subsidiary of BAB, became a wholly owned subsidiary of the Registrant. The
Merger was accounted for as a pooling of interests.
The Registrant issued a press release announcing completion of the Merger
on May 24, 1999, a copy of which is attached hereto as Exhibit 99.1.
For a more detailed discussion of the terms and conditions of the Agreement
and the Merger, reference is made to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-72701) filed with the Securities and Exchange
Commission on February 22, 1999, as amended by Amendment No. 1 thereto filed
with the Securities and Exchange Commission on March 18, 1999, incorporated
herein by this reference.
(b) On May 27, 1999, the Registrant issued a press release announcing its
second quarter dividend, a copy of which is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
Exhibits
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2.1 Agreement and Plan of Reorganization, dated as of January 26, 1999, by
and between Greater Bay Bancorp and Bay Area Bancshares (incorporated by
reference from the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998)
99.1 Press Release dated May 24, 1999
99.2 Press Release dated May 27, 1999
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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: June 4, 1999 By: /s/ Linda M. Iannone
--------------------
Linda M. Iannone
Senior Vice President and General
Counsel
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Exhibit Index
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2.1 Agreement and Plan of Reorganization, dated as of January 26, 1999, by
and between Greater Bay Bancorp and Bay Area Bancshares (incorporated by
reference from the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998)
99.1 Press Release dated May 24 1999
99.2 Press Release dated May 27, 1999
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