-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, POjUjEAYoI1MlPYAS/J8j8Gxs+ovXUdEf1h4XhkplPSCAyak+9rFLRhqRa6q/OTJ ZKvgokCd3jj9ZoHmsu8e/A== 0000929624-98-001252.txt : 19980720 0000929624-98-001252.hdr.sgml : 19980720 ACCESSION NUMBER: 0000929624-98-001252 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980714 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREATER BAY BANCORP CENTRAL INDEX KEY: 0000775473 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 942952485 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-25034 FILM NUMBER: 98665810 BUSINESS ADDRESS: STREET 1: 2860 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4153751555 MAIL ADDRESS: STREET 1: 2860 BAYSHORE STREET 2: 420 COWPER ST CITY: PALO ALTO STATE: CA ZIP: 943011504 FORMER COMPANY: FORMER CONFORMED NAME: MID PENINSULA BANCORP DATE OF NAME CHANGE: 19941031 FORMER COMPANY: FORMER CONFORMED NAME: SAN MATEO COUNTY BANCORP DATE OF NAME CHANGE: 19920703 11-K 1 FORM 11-K - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 11-K (MARK ONE) [X]ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR [_]TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 0-25034 ---------------- A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW: GREATER BAY BANCORP 401(K) PLAN B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE: GREATER BAY BANCORP 2860 WEST BAYSHORE ROAD PALO ALTO, CALIFORNIA 94303 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INTRODUCTION Greater Bay Bancorp has established the Greater Bay Bancorp 401(k) Plan (the "Plan"). The Plan is a profit sharing plan with a cash or deferred arrangement intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. The Plan was registered on a Registration Statement on Form S-8 (File No. 333-30913), filed with the Securities and Exchange Commission on July 8, 1997. REQUIRED INFORMATION 1. Financial Statements and Schedules. These statements and schedules are listed below in the Table of Contents. 2. Exhibits. None. 2 GREATER BAY BANCORP 401(K) PLAN ---------------- REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1997 AND 1996 AND FOR THE YEAR ENDED DECEMBER 31, 1997 GREATER BAY BANCORP 401(K) PLAN ---------- TABLE OF CONTENTS
PAGES ----- Report of Independent Accountants......................................... F-1 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 1997 and 1996.......................... F-2 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1997................................... F-3 Notes to Financial Statements............................................. F-4 Supplemental Schedules: F-8 Item 27a--Schedule of Assets Held for Investment Purposes as of December 31, 1997........................ F-9 Item 27d--Schedule of Reportable Transactions (Series of Transactions) for the year ended December 31, 1997.......... F-10
REPORT OF INDEPENDENT ACCOUNTANTS To the Plan Administrator of the Greater Bay Bancorp 401(k) Plan We have audited the accompanying statements of net assets available for benefits of the Greater Bay Bancorp 401(k) Plan (the "Plan") as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits with fund information for the year ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The Fund Information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP San Francisco, California July 13, 1998 F-1 GREATER BAY BANCORP 401(K) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1997 AND 1996
1997 1996 ---------- ---------- ASSETS ------ Cash...................................................... $ 45,620 $ -- ---------- ---------- Investments, at fair market value: Shares of money market funds: Greater Bay Trust Floating Rate Fund.................. 347,176 219,129 Shares of registered investment companies: Vanguard Total Bond Index Fund........................ 69,580 49,132 Vanguard Institutional Index Fund..................... 913,274 376,594 T. Rowe Price International Stock Fund................ 233,681 101,110 Greater Bay Trust Tactical Asset Allocation Program..... 3,038,001 948,620 Greater Bay Bancorp common stock........................ 2,213,019 572,938 Participant notes receivable............................ 248,103 158,006 ---------- ---------- Total investments................................... 7,062,834 2,425,529 ---------- ---------- Receivables: Employer's contributions................................ 88,778 34,882 Participants' contributions............................. -- 18,338 Other................................................... 13,552 3,465 ---------- ---------- Total receivables................................... 102,330 56,685 ---------- ---------- Total assets........................................ 7,210,784 2,482,214 ---------- ---------- LIABILITIES ----------- Benefit claims payable.................................... 17,048 736 Other..................................................... 391 -- ---------- ---------- Total liabilities................................... 17,439 736 ---------- ---------- Net assets available for benefits................... $7,193,345 $2,481,478 ========== ==========
The accompanying notes are an integral part of these financial statements. F-2 GREATER BAY BANCORP 401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 ----------
PARTICIPANT DIRECTED ---------------------------------------------------------------------------------------------------- GREATER BAY GREATER BAY GREATER BAY TRUST VANGUARD VANGUARD T. ROWE PRICE TRUST TACTICAL BANCORP PARTICIPANT FLOATING TOTAL BOND INSTITUTIONAL INTERNATIONAL ASSET ALLOCATION COMMON NOTES RATE FUND INDEX FUND INDEX FUND STOCK FUND PROGRAM STOCK RECEIVABLE OTHER ----------- ---------- ------------- ------------- ---------------- ----------- ----------- -------- Additions to net assets attributed to: Investment income: Interest.......... $ 23,850 -- -- -- $ 98 $ 80 $ 25,561 $ (592) Dividends......... -- $ 3,749 $ 22,257 $ 3,047 81,853 22,080 -- 10,135 Net appreciation (depreciation) in the fair value of investments...... -- 1,552 152,649 (12,426) 503,097 984,330 -- Contributions: Employer.......... 13,774 7,227 61,329 17,407 171,514 104,307 -- 53,896 Participant....... 31,972 15,739 153,206 37,636 376,678 220,700 -- (18,338) Rollover.......... 3,947 698 13,312 9,369 57,500 55,223 -- Mid-Peninsula Bank 401(k) transfer... 154,067 5,097 303,535 95,801 1,106,561 144,106 112,178 Realized gains..... -- 64 14,904 151 8,031 9,401 -- -------- ------- -------- -------- ---------- ---------- -------- -------- Total additions. 227,610 34,126 721,192 150,985 2,305,332 1,540,227 137,739 45,101 -------- ------- -------- -------- ---------- ---------- -------- -------- Deductions from net assets attributed to: Benefit payments and distributions. 136,037 5,380 85,956 14,719 90,328 96,485 5,228 16,312 -------- ------- -------- -------- ---------- ---------- -------- -------- Total deductions..... 136,037 5,380 85,956 14,719 90,328 96,485 5,228 16,312 -------- ------- -------- -------- ---------- ---------- -------- -------- Transfers in (out)... 36,474 (8,298) (98,556) (3,695) (125,623) 196,339 (42,414) 45,773 -------- ------- -------- -------- ---------- ---------- -------- -------- Net increase......... 128,047 20,448 536,680 132,571 2,089,381 1,640,081 90,097 74,562 -------- ------- -------- -------- ---------- ---------- -------- -------- Balance at beginning of year............. 219,129 49,132 376,594 101,110 948,620 572,938 158,006 55,949 -------- ------- -------- -------- ---------- ---------- -------- -------- Balance at end of year................ $347,176 $69,580 $913,274 $233,681 $3,038,001 $2,213,019 $248,103 $130,511 ======== ======= ======== ======== ========== ========== ======== ======== TOTAL ---------- Additions to net assets attributed to: Investment income: Interest.......... $ 48,997 Dividends......... 143,121 Net appreciation (depreciation) in the fair value of investments...... 1,629,202 Contributions: Employer.......... 429,454 Participant....... 817,593 Rollover.......... 140,049 Mid-Peninsula Bank 401(k) transfer... 1,921,345 Realized gains..... 32,551 ---------- Total additions. 5,162,312 ---------- Deductions from net assets attributed to: Benefit payments and distributions. 450,445 ---------- Total deductions..... 450,445 ---------- Transfers in (out)... -- ---------- Net increase......... 4,711,867 ---------- Balance at beginning of year............. 2,481,478 ---------- Balance at end of year................ $7,193,345 ==========
The accompanying notes are an integral part of these financial statements. F-3 GREATER BAY BANCORP 401(K) PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN: On November 27, 1996, Cupertino National Bancorp ("Cupertino") merged with Mid-Peninsula Bancorp ("Mid-Peninsula"). The surviving entity, Mid-Peninsula, was renamed Greater Bay Bancorp ("GBB"). The Board of Directors of GBB concurrently approved the merger of the Mid-Peninsula 401(k) Plan into the Cupertino 401(k) Plan and renamed the plan as the Greater Bay Bancorp 401(k) Plan (the "Plan"), effective December 31, 1996. The following description of the Plan is provided for general information purposes only. Plan participants should refer to the Plan document for a more comprehensive description of the Plan's provisions. GENERAL: The Plan is a defined contribution plan covering all employees of GBB and its subsidiaries, who are 21 years of age or older. As of December 31, 1997 the subsidiaries include Cupertino National Bank, Mid-Peninsula Bank and Peninsula Bank of Commerce (collectively the "Subsidiaries"). GBB and the Subsidiaries are herein collectively referred to as the "Company". The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). All of the Plan's assets are held by the Greater Bay Trust Company (the "Trustee"), a division of Cupertino National Bank. CONTRIBUTIONS: Each year, participants may contribute from up to 15 percent of pretax annual compensation, as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company contributes 62.5 percent of the first 8 percent of the eligible compensation that a participant elects to contribute to the Plan. Additional Company contributions may be made at the discretion of GBB. The allocation of qualified nonelective contributions is made to the accounts of only non-highly compensated participants. PARTICIPANT ACCOUNTS: Individual accounts are maintained for each Plan participant. Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution, (b) Plan earnings, and (c) rollovers. Allocations are based on participant directions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. VESTING: Participants are immediately vested in their contributions plus actual earnings thereon. Employees hired prior to December 31, 1996 are 100% vested in all accounts. For employees hired after December 31, 1996, vesting in the Company's matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service as follows:
YEARS OF SERVICE PERCENT VESTED ---------------- -------------- 1.............................................. 25% 2.............................................. 50% 3.............................................. 75% 4 or more....................................... 100%
F-4 GREATER BAY BANCORP 401(K) PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) FORFEITURES: Participants who terminate employment before they are 100 percent vested in their Company contributions will forfeit the nonvested portion of the Company contributions allocated to their accounts. Forfeitures, if any, shall be used to reduce the contribution of the employer for the Plan year in which such forfeitures occur. INVESTMENT OPTIONS: Upon enrollment in the Plan, a participant may direct employee contributions at any time in whole percent increments into any of the following six investment options: . GREATER BAY TRUST FLOATING RATE FUND--Funds are invested in a money market type account. The rate paid is equivalent to the six-month U.S. Treasury bill auction rate plus 0.25%. . VANGUARD TOTAL BOND INDEX FUND--Funds are invested in shares of a registered investment company that invests in a combination of bonds and other "fixed income" securities. . VANGUARD INSTITUTIONAL INDEX FUND--Funds are invested in shares of a registered investment company that invests in stocks included in the Standards & Poor's 500 Index. . T. ROWE PRICE INTERNATIONAL STOCK FUND--Funds are invested in preferred stocks, warrants, convertibles, and/or debt securities. The Fund typically maintains investments in at least three foreign countries, and may invest in both industrialized and developing countries. . GREATER BAY TRUST TACTICAL ASSET ALLOCATION PROGRAM--Funds are invested in equity securities, bonds, and cash. . GREATER BAY BANCORP COMMON STOCK--Funds are invested in common stock of the Company. Participants may change their investment options quarterly for new deferrals and may change investment of a present balance daily. PARTICIPANT NOTES RECEIVABLE: Plan participants are permitted to borrow against the vested interest in their account up to a maximum of 50% of the vested amount ranging from a minimum of $1,000 and a maximum of $50,000. Loan terms range from one to 30 years. The loans are secured by the balance in the participant's account and bear interest rates that range from 8% to 11%. Principal and interest is paid ratably through monthly payroll deductions. PAYMENT OF BENEFITS: On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or annual installments over a period not to exceed the participant's life expectancy. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF ACCOUNTING: The records of the Plan are kept and the accompanying financial statements have been prepared on the accrual basis of accounting. F-5 GREATER BAY BANCORP 401(K) PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES: The Plan provides for various investment options in any combination of the above mutual fund and money market investment types, which themselves are invested in various combinations of stock, bond, income, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits. INVESTMENT VALUATION AND INCOME RECOGNITION: The Plan's investments are stated at market fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company stock is valued at its quoted market price. Participant notes receivables are valued at cost which approximates market. Purchases and sales of securities are reflected on a trade date basis. Transaction gains or losses are determined on the average cost method. Interest income is recognized on the accrual basis. The net appreciation (depreciation) in the fair value of the Plan's investments, consists of realized gains or losses, and the unrealized appreciation (depreciation) on those investments. PAYMENT OF BENEFITS: Benefits are recorded when paid. TAX STATUS: The Internal Revenue Service (IRS) has determined and informed GBB by a letter dated May 5, 1995, that the Plan, as then designed, is designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan, as amended, is designed and is currently being operated in compliance with the applicable requirements of the IRC. GBB is in the process of requesting a new determination letter from the IRS. 3. PLAN ADMINISTRATION AND EXPENSE: GBB currently bears the administrative expenses associated with the management of the Plan. As such, no administrative expenses are reflected in the Plan's financial statements. F-6 GREATER BAY BANCORP 401(K) PLAN NOTES TO FINANCIAL STATEMENTS--(CONTINUED) 4. PLAN TERMINATION: Although it has not expressed any intent to do so, GBB has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested. 5. SUBSEQUENT EVENTS: On December 23, 1997, GBB completed its merger with Peninsula Bank of Commerce (PBC). GBB is planning to merge PBC's 401(k) plan into the Plan upon the resolution of certain administrative issues. As such, even though the merger between GBB and PBC occurred in 1997, the accompanying financial statements of the Plan do not include any information related to employees of PBC. On May 8, 1998, GBB completed its merger with Golden Gate Bank (GGB). GGB terminated its 401(k) plan immediately before the merger of GGB with GBB. Once the IRS has issued a favorable determination letter on the qualification of the terminated GGB 401(k) plan, GBB will permit rollovers from the GGB 401(k) plan into the Plan at the participants' discretion. 6. RELATED PARTY TRANSACTIONS: One of the investment options of the Plan (see Note 1) is managed by the Greater Bay Trust Company. The Greater Bay Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in- interest. However, no fees were paid by the Plan to the Trustee for the investment management services. 7. CONCENTRATION OF CREDIT RISK: A portion of the Plan's assets are invested in common stock of Greater Bay Bancorp. This investment fund represents 31% of the Plan's total assets at December 31, 1997 and 15% of the Plan's net investment appreciation for the year ended December 31, 1997. F-7 SUPPLEMENTAL SCHEDULES F-8 GREATER BAY BANCORP 401(K) PLAN ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997
HISTORICAL IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT COST FAIR VALUE ------------------ ------------------------- ---------- ---------- Greater Bay Trust Floating Rate Fund................. Money Market Fund $ 347,176 $ 347,176 Vanguard Total Bond Index Fund...................... Registered investment company 68,914 69,580 Greater Bay Trust Tactical Asset Allocation Program.. Allocation Program 2,544,754 3,038,001 Vanguard Institutional Index Fund................ Registered investment company 737,345 913,274 T. Rowe Price International Stock Fund................ Registered investment company 238,812 233,681 Greater Bay Bancorp Common Stock..................... Common stock of Company 1,055,763 2,213,019 Participant Notes Loans, secured by balance of Receivable................ vested account balance 248,103 248,103 ---------- ---------- $5,240,867 $7,062,834 ========== ==========
F-9 GREATER BAY BANCORP 401(K) PLAN ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (SERIES OF TRANSACTIONS) FOR THE YEAR ENDED DECEMBER 31, 1997
(A) (B) (C) (D) (E) (F) (G) FAIR VALUE OF ASSETS ON NET GAIN IDENTITY OF PARTY PURCHASE SELLING COST OF TRANSACTION OR INVOLVED DESCRIPTION OF ASSETS PRICE PRICE ASSETS DATE (LOSS) ----------------- ----------------------- ---------- ---------- ---------- ----------- -------- 1) Greater Bay Trust Tactical Asset Allocation Program..... Purchase of fund shares $ 397,586 Sale of fund shares $ 408,555 $ 408,555 $ 408,555 -- 2) Greater Bay Trust Floating Rate Fund..... Purchase of fund shares $2,228,423 Sale of fund shares $2,101,333 $2,101,333 $2,101,333 -- 3) Greater Bay Bancorp Common Stock........... Purchase of fund shares $ 772,620 Sale of fund shares $ 43,902 $ 26,911 $ 43,902 $ 16,911 4) T. Rowe Price International Stock Fund................... Purchase of fund shares $ 180,002 Sale of fund shares $ 35,126 $ 33,541 $ 35,126 $ 1,585 5) Vanguard Total Bond Index Fund............. Purchase of fund shares $ 455,221 Sale of fund shares $ 549,795 $ 532,172 $ 549,795 $ 17,623 6) Vanguard Institutional Index Fund................... Purchase of fund shares $2,897,246 Sale of fund shares $ 844,434 $ 730,555 $ 844,434 $113,879
F-10 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administered the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Greater Bay Bancorp 401(k) Plan (Name of Plan) /s/ Debbie Reed Date: July 14, 1998 By __________________________________ Debbie Reed, Vice President and Senior Trust Officer Greater Bay Trust Company, Trustee for Plan II-1 -----END PRIVACY-ENHANCED MESSAGE-----