-----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, EtRNhibgG5dnZBJxS7mqaVXjrUUfhSZxTdmJlTFY9/2uO25RWdxsmN6HGhYNrfRQ /68UCCOLwPFG+/okYoCLuw== 0000944209-98-000249.txt : 19980206 0000944209-98-000249.hdr.sgml : 19980206 ACCESSION NUMBER: 0000944209-98-000249 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971223 ITEM INFORMATION: FILED AS OF DATE: 19980205 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-25034 FILM NUMBER: 98522781 BUSINESS ADDRESS: STREET 1: 2860 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4153751555 MAIL ADDRESS: STREET 1: 2860 BAYSHORE 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 8-K/A 1 AMENDMENT #1 TO FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 to Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (date of Earliest Event Reported): December 23, 1997 GREATER BAY BANCORP (Exact name of registrant as specified in its charter) CALIFORNIA 0-25034 77-0387041 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification of incorporation Number) or organization) 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 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Peninsula Bank of Commerce. (1) Audited Financial Statements for Peninsula Bank of Commerce and Subsidiary as of December 31, 1996 and 1995 and for each of the three years in the three-year period ended December 31, 1996, incorporated by reference from the Registrant's Registration Statement on Form S-4 (Registration No. 333-37169). (2) Unaudited Consolidated Statement of Condition for Peninsula Bank of Commerce and Subsidiary as of September 30, 1997. (3) Unaudited Consolidated Statements of Operations for Peninsula Bank of Commerce and Subsidiary for the nine months ended September 30, 1997 and 1996. (4) Unaudited Consolidated Statements of Cash Flows for Peninsula Bank of Commerce and Subsidiary for the nine months ended September 30, 1997 and 1996. 2 PENINSULA BANK OF COMMERCE AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENT OF CONDITION
SEPT 30, 1997 ------------ ASSETS Cash and due from banks $ 5,722,410 Federal funds sold 5,500,000 Agency securities 89,951,160 ------------ Cash and cash equivalents 101,173,570 Investment securities: Held to maturity 7,160,523 Available-for-sale 14,939,956 ------------ Total investment securities 22,100,479 Loans, net 78,244,413 Premises and equipment, net 1,912,814 Interest receivable and other assets 2,734,014 ------------ Total assets $206,165,290 ============ LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Demand $ 23,620,400 Interest-bearing demand 126,456,590 Savings 5,623,573 Time 32,585,427 ------------ Total deposits 188,285,990 ------------ Interest payable and other liabilities 1,934,007 ------------ Total liabilities 190,219,997 ------------ Common stock, no par value; 2,000,000 shares authorized; 673,862 shares issued and outstanding in 1997 7,408,092 Net unrealized gain (loss) on available-for-sale securities (31,184) Retained earnings 8,568,385 ------------ Total shareholders' equity 15,945,293 ------------ Total liabilities and shareholders' equity $206,165,290 ============
3 PENINSULA BANK OF COMMERCE AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, ------------------------------- 1997 1996 Interest income: Interest and fees on loans $ 6,137,531 $4,952,894 Interest on federal funds sold 261,001 388,595 Interest on investment securities: U.S. Treasury securities 137,947 104,183 Securities of U.S. government agencies 4,400,916 618,848 Obligations of states and political subdivisions 235,483 227,116 ----------- ---------- Total interest income 11,172,878 6,291,636 ----------- ---------- Interest expense: Interest on interest-bearing transaction accounts 2,973,117 692,803 Interest on savings deposits 82,990 85,469 Interest on time deposits 1,266,354 1,138,809 ----------- ---------- Total interest expenses 4,322,461 1,917,081 ----------- ---------- Net interest income 6,850,417 4,374,555 Provision for loan losses 105,000 135,000 ----------- ---------- Net interest income after provision for loan losses 6,745,417 4,239,555 ----------- ---------- Noninterest Income: Service charges on deposit accounts 175,385 190,421 Rental income and other 150,101 124,432 ----------- ---------- Total noninterest income 325,486 314,853 ----------- ---------- Noninterest expense: Salaries and related benefits 1,871,742 1,667,008 Occupancy and equipment 336,600 353,559 Other 708,010 632,424 ----------- ---------- Total noninterest expense 2,916,352 2,652,991 ----------- ---------- Income before income taxes 4,154,551 1,901,417 Provision for income taxes 1,581,630 675,550 ----------- ---------- Net income $ 2,572,921 $1,225,867 =========== ========== Earnings per share $3.65 $1.85 =========== ========== Weighted-average shares outstanding 704,557 664,074 =========== ==========
4 PENINSULA BANK OF COMMERCE AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
Nine Months Ended September 30, 1997 1996 ------------ ----------- Cash flows from operating activities: Net income $ 2,572,921 $ 1,225,867 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 143,237 127,554 Provision for loan losses 105,000 135,000 Amortization of discount on investments (4,013,348) (10,368) Change in assets and liabilities: Net change in interest payable and other liabilities (578,912) (1,458,448) Net change in interest receivable and other assets (896,634) (187,059) Net change in deferred loan fees (32,769) 120,102 ------------ ----------- Net cash used in operating activities (2,700,505) (47,352) ------------ ----------- Cash flows from investing activities: Net change in loans (14,131,446) (2,850,249) Purchase of investment securities---available-for-sale (2,116,204) (8,844,975) Proceeds from maturities of investment securities---available-for-sale 2,500,000 5,464,545 Purchase of investment securities---held-to-maturity (1,188,626) (349,239) Proceeds from maturities of investment securities---held-to-maturity 4,062,366 524,382 Proceeds from sale of OREO 0 1,000,000 Purchase of premises and equipment (255,047) (68,173) Retirement of premises and equipment 0 35,742 ------------ ----------- Net cash used in investing activities (11,128,957) (5,087,967) ------------ ----------- Cash flows from financing activities: Net change in deposits (248,553) 5,509,359 Exercise of stock options 266,944 89,345 ------------ ----------- Net cash provided by financing activities 18,391 5,598,704 ------------ ----------- Net change in cash and cash equivalents (13,811,071) 463,385 Cash and cash equivalents at beginning of period 114,984,641 15,571,860 ------------ ----------- Cash and cash equivalents at end of period $101,173,570 $16,035,245 ============ =========== Supplemental cash flow information: Interest paid $ 4,320,462 $ 1,941,705 ============ =========== Income taxes paid, net of refunds $ 1,256,626 $ 2,117,711 ============ ===========
5 (b) Pro Forma Financial Statements. (1) Unaudited Pro Forma Combined Financial Statements for Greater Bay Bancorp and Peninsula Bank of Commerce as of December 31, 1996 and for each of the years in the three-year period ended December 31, 1996, incorporated by reference from Registrant's Registration Statement on Form S-4 (Registration No. 333- 37169). (2) Unaudited Pro Forma Condensed Combined Balance Sheet for Greater Bay Bancorp and Peninsula Bank of Commerce as of September 30, 1997. (3) Unaudited Pro Forma Condensed Combined Statement of Operations for Greater Bay Bancorp and Peninsula Bank of Commerce for the nine months ended September 30, 1997. 6 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information gives effect to the Merger as if it had occurred as of January 1, 1997 with respect to the Unaudited Pro Forma Condensed Combined Statement of Operations, and as of September 30, 1997 with respect to the Unaudited Pro Forma Condensed Combined Balance Sheet data using the pooling of interests method of accounting. The Unaudited Pro Forma Condensed Combined Financial Statements do not purport to present the actual financial position or results of operations of Greater Bay Bancorp had the events assumed therein in fact occurred on the dates specified, nor are they necessarily indicative of the results of operations that may be achieved in the future. The Unaudited Pro Forma Condensed Combined Financial Statements are based on certain assumptions and adjustments described in the notes to the Unaudited Pro Forma Condensed Combined Financial Statements and should be read in conjunction therewith and with the Consolidated Financial Statements of Greater Bay Bancorp and PBC and the related notes thereto incorporated herein by reference from the Registrant's Registration Statement on Form S-4 (Registration No. 333-37169). UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 1997 (In thousands)
PENINSULA GREATER BAY BANK OF BANCORP COMMERCE ADJUSTMENT COMBINED ----------- --------- ---------- ----------- ASSETS Cash and due from banks $ 39,803 $ 5,722 $ -- $ 45,525 Federal funds sold 37,300 5,500 -- 42,800 Short-term agency securities 0 89,951 -- 89,951 Securities held-to-maturity 42,965 7,161 -- 50,126 Securities available-for-sale 87,465 14,940 -- 102,405 Other securities 2,130 0 -- 2,130 Loans, net 541,234 78,244 -- 619,478 Premises and Equipment 4,652 1,913 -- 6,565 Accued interest receivable and other assets 22,048 2,734 -- 24,782 -------- -------- --------- -------- TOTAL ASSETS $777,597 $206,165 $ -- $983,762 ======== ======== ========= ======== LIABILITIES Deposits $698,132 $188,286 $ -- $886,418 Subordinated debt 3,000 0 -- 3,000 Accrued interest payable and other liabilities 5,449 1,934 1,436 8,819 Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated debentures 20,000 0 20,000 -------- -------- --------- -------- TOTAL LIABILITIES 726,581 190,220 1,436 918,237 SHAREHOLDERS' EQUITY 51,016 15,945 (1,436) 65,525 -------- -------- --------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $777,597 $206,165 $ -- $983,762 ======== ======== ========= ========
(1) The following table reflects all nonrecurring Greater Bay and Peninsula estimated merger and restructuring related costs as of September 30, 1997. These costs are not included in the Unaudited Pro Forma Combined Income Statement but are included in the Unaudited Pro Forma Combined Balance Sheet as a reduction to equity capital. These costs will be charged to expense immediately following the consummation of the Merger. Such estimated merger and restructuring related costs are summarized below (in thousands):
Peninsula Greater Bay Bank of Bancorp Commerce Combined ----------- --------- -------- Financial Advisory $ 38 $440 $ 478 Professional fees and printing 289 176 465 Loan Loss Reserve 750 60 810 Other 301 192 493 ------ ---- ------ Total $1,378 $868 $2,246 ====== ==== ======
7 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (In thousands)
PENINSULA GREATER BAY BANK OF BANCORP COMMERCE ADJUSTMENTS COMBINED ----------- --------- ----------- ------------- Interest and fees on loans and leases $38,453 $6,138 $ -- $44,591 Interest on investment securities 4,712 4,774 -- 9,486 Other interest income 2,027 261 -- 2,288 ------- ------ ------- TOTAL INTEREST INCOME 45,192 11,173 -- 56,365 Interest expense 17,270 4,322 -- 21,592 ------- ------ ------- Net interest Income 27,922 6,851 -- 34,773 Provision for loan loss 5,287 105 -- 5,392 ------- ------ ------ ------- Net interest income after provision for loan loss 22,635 6,746 -- 29,381 Total other income 4,517 325 -- 4,842 Total operating expense 17,189 2,916 -- 20,105 ------- ------ ------- Income before taxes 9,963 4,155 -- 14,118 Income tax expense 3,866 1,582 -- 5,448 ------- ------ ------ ------- NET INCOME $6,097 $2,573 $ -- $ 8,670 ======= ======= ======= ======= Earnings per share $1.68 $3.65 $2.01 Weighted average shares outstanding 3,629 705 4,309
8 (c) Exhibits. 2.0 Agreement and Plan of Reorganization by and among Greater Bay Bancorp, GBB Acquisition Corp. and Peninsula Bank of Commerce, incorporated by reference from Exhibit 2.0 to Greater Bay Bancorp's current report on Form 8-K (File No. 000-25034) dated September 12, 1997. 23.1 Consent of Coopers & Lybrand LLP 23.2 Consent of Coopers & Lybrand LLP 27 Amended Financial Data Schedule of Peninsula Bank of Commerce 99.0 Press Release, incorporated by reference from Exhibit 99.0 to Greater Bay Bancorp's current report on Form 8-K (File No. 000-25034) filed January 7, 1998. 9 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 hereunto duly authorized. GREATER BAY BANCORP Dated: February 5, 1998 /s/ Steven C. Smith ------------------------------------------ Steven C. Smith, Executive Vice President, Chief Operating Officer and Chief Financial Officer 10 EXHIBIT INDEX ------------- 2.0 Agreement and Plan of Reorganization by and among Greater Bay Bancorp, GBB Acquisition Corp. and Peninsula Bank of Commerce, incorporated by reference from Exhibit 2.0 to Greater Bay Bancorp's current report on Form 8-K (File No. 000-25034) dated September 12, 1997. 23.1 Consent of Coopers & Lybrand LLP 23.2 Consent of Coopers & Lybrand LLP 27 Amended Financial Data Schedule of Peninsula Bank of Commerce 99.0 Press Release, incorporated by reference from Exhibit 99.0 to Greater Bay Bancorp's current report on Form 8-K (File No. 000-25034) filed January 7, 1998. 11 EX-23.1 2 CONSENT OF COOPERS & LYBRAND LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Amendment No. 1 to Form 8-K of our report dated October 2, 1997, on our audits of the consolidated financial statements of Peninsula Bank of Commerce and Subsidiary as of December 31, 1996 and 1995, and for the three years in the period ended December 31, 1996, appearing in the registration statement on Form S-4 (SEC File No. 333- 37169) of Greater Bay Bancorp and Subsidiaries. /s/ Coopers & Lybrand LLP -------------------------- Coopers & Lybrand LLP San Francisco, California February 5, 1998 EX-23.2 3 CONSENT OF COOPERS & LYBRAND LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Amendment No. 1 to Form 8-K of our report dated February 27, 1997, on our audits of the consolidated financial statements of Greater Bay Bancorp and Subsidiaries as of December 31, 1996 and 1995, and for the three years in the period ended December 31, 1996, appearing in the registration statement on Form S-4 (SEC File No. 333-37169) of Greater Bay Bancorp and Subsidiaries. /s/ Coopers & Lybrand LLP -------------------------- Coopers & Lybrand LLP San Francisco, California February 5, 1998 EX-27 4 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE PENINSULA BANK OF COMMERCE FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THOSE FINANCIAL STATEMENTS. 9-MOS 9-MOS DEC-31-1997 DEC-31-1996 JAN-01-1996 JAN-01-1995 SEP-30-1997 SEP-30-1996 5,722,410 5,552,006 0 0 5,500,000 13,100,000 0 0 104,891,116 111,634,493 7,160,523 6,210,549 7,200,523 6,240,526 79,700,244 65,563,066 1,455,831 1,377,868 206,165,290 204,320,630 188,285,990 188,534,543 0 0 1,934,007 2,512,919 0 0 0 0 0 0 7,408,092 7,141,148 8,537,201 6,132,020 206,165,290 204,320,630 6,137,531 4,952,894 4,774,346 950,147 261,001 388,595 11,172,878 6,291,636 4,322,461 1,917,081 4,322,461 1,917,081 6,850,417 4,374,555 105,000 135,000 0 0 2,916,352 2,652,991 4,154,551 1,901,417 4,154,551 1,901,417 0 0 0 0 2,572,921 1,225,867 3.65 1.85 3.65 1.85 3.48 4.74 244,000 1,561,000 0 0 0 0 3,581,938 4,530,775 1,377,868 1,057,018 27,037 69,000 0 268,605 1,455,831 1,391,623 1,183,480 947,035 0 0 272,351 444,588
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