-----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, QGuxdhpumkSxxl94AwXY4dXrk9y7KI50BOD0s//xAbhrPV4kVyZE8PTUnvKZ3RaE 0B+cij09V25Tu8fynVPVYA== 0000944209-98-000839.txt : 19980424 0000944209-98-000839.hdr.sgml : 19980424 ACCESSION NUMBER: 0000944209-98-000839 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980423 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-25034 FILM NUMBER: 98599168 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 10-K405/A 1 FORM 10-K405/A - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A AMENDMENT NO. 1 TO FORM 10-K MARK ONE [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1997 [_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . COMMISSION FILE NUMBER 0-25034 GREATER BAY BANCORP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 77-0387041 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2860 WEST BAYSHORE ROAD, PALO ALTO, CALIFORNIA 94303 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 813-8200 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, NO PAR VALUE 9.75% CUMULATIVE TRUST PREFERRED SECURITIES OF GBB CAPITAL I GUARANTEE OF GREATER BAY BANCORP WITH RESPECT TO THE 9.75% CUMULATIVE TRUST PREFERRED SECURITIES OF GBB CAPITAL I (TITLE OF CLASS) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the Common Stock held by non-affiliates, based upon the closing sale price of the Common Stock on March 16, 1998, as reported on the Nasdaq National Market System, was approximately $191,441,000. Shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. Such determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 16, 1998, 4,071,082 shares of the Registrant's Common Stock were outstanding. DOCUMENT INCORPORATED BY REFERENCE: PART OF FORM 10K INTO WHICH INCORPORATED: (1) Annual Report to Shareholders Part II for the fiscal year ended December 31, 1997. (2) Definitive Proxy statement for Part III Annual Meeting of Shareholders to be filed within 120 days of the fiscal year ended December 31, 1997. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Amendment No. 1 to Form 10-K is being filed solely to include certain Restated Financial Data Schedules which were inadvertently omitted. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a)1. FINANCIAL STATEMENTS Information regarding Financial Statements appears under the captions "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 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" and "Notes to Consolidated Financial Statements" in the Company's Annual Report to Shareholders for the fiscal year ended December 31, 1997 which is incorporated herein by reference. Such information also appears at Exhibit 13 hereto. 2. FINANCIAL STATEMENT SCHEDULES All financial statement schedules are omitted because of the absence of the conditions under which they are required to be provided or because the required information is included in the financial statements listed above and/or related notes. 3. EXHIBITS See Item 14(c) below. (b)REPORTS ON FORM 8-K No reports on Form 8-K were filed by the Company during the fourth quarter of 1997. (c)EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K Reference is made to the Exhibit Index and exhibits filed as part of this report. (d)ADDITIONAL FINANCIAL STATEMENTS Not applicable. 19 SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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, ON THE 20TH DAY OF APRIL, 1998. Greater Bay Bancorp /s/ Shawn E. Saunders By: _________________________________ Shawn E. Saunders Senior Vice President and Controller 20 EXHIBIT INDEX
EXHIBIT NO. EXHIBIT ------- ------- 2 Agreement and Plan of Reorganization by and among Greater Bay Bancorp, Pacific Rim Bancorporation and the Leo K.W. Lum PRB Revocable Trust dated February 24, 1998.+++ 3.1 Articles of Incorporation of Greater Bay Bancorp, as amended.+++ 3.2 Bylaws of Greater Bay Bancorp, as amended.+++ 4.1 Junior Subordinated Indenture dated as of March 31, 1997 between Greater Bay Bancorp and Wilmington Trust Company, as Trustee. ++ 4.2 Officers' Certificate and Company Order, dated March 31, 1997.++ 4.3 (Reserved.) 4.4 Certificate of Trust of GBB Capital I.+ 4.5 Trust Agreement of GBB Capital I dated as of February 28, 1997.+ 4.6 Amended and Restated Trust Agreement of GBB Capital I, among Greater Bay Bancorp, Wilmington Trust Company and the Administrative Trustees named therein dated as of March 31, 1997.++ 4.7 Trust Preferred Certificate of GBB Capital I.++ 4.8 Common Securities Certificate of GBB Capital I.++ 4.9 Guarantee Agreement between Greater Bay Bancorp and Wilmington Trust Company, dated as of March 31, 1997.++ 4.10 Agreement as to Expenses and Liabilities, dated as of March 31, 1997.++ 4.11 Form of Subordinated Debentures; incorporated herein by reference from Exhibit 1 of Cupertino National Bancorp's Form 8-K (File No. 0-18015), filed with the Commission on October 25, 1995. 4.12 Supplemental Debenture Agreement of Cupertino National Bancorp dated as of November 22, 1996.+ 4.13 Supplemental Debenture Agreement dated November 27, 1996 between Cupertino National Bancorp and Mid-Peninsula Bancorp. + 4.14 Supplemental Debenture Agreement, dated as of March 27, 1997.++ 10.1 Employment Agreement with David L. Kalkbrenner, dated March 3, 1992; incorporated herein by reference from Exhibit 10.15 to Mid-Peninsula Bancorp's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 0-25034), filed with the Commission on March 30, 1995.* 10.1.1 Amendment No. 1 to Employment Agreement with David L. Kalkbrenner, dated March 27, 1998.*+++ 10.2 Employment, Severance and Retirement Benefits Agreement with Steven C. Smith dated July 31, 1995.*+ 10.2.1 Amendment No. 1 to Employment, Severance and Retirement Benefits Agreement with Steven C. Smith, dated March 27, 1998.*+++ 10.3 Employment, Severance and Retirement Benefits Agreement with David R. Hood dated July 31, 1995.*+ 10.3.1 Amendment No. 1 to Employment, Severance and Retirement Benefits Agreement with David R. Hood, dated March 27, 1998.*+++ 10.4 Greater Bay Bancorp 1996 Stock Option Plan, as amended; incorporated herein by reference from Exhibit 99.1 to Greater Bay Bancorp's Registration Statement on Form S-8 (Registration No. 333-47747), filed with the Commission on March 11, 1998.* 10.5 Greater Bay Bancorp 401(k) Profit Sharing Plan.*+++ 10.6 Greater Bay Bancorp Employee Stock Purchase Plan; incorporated herein by reference from Greater Bay Bancorp's Proxy Statement for Annual Meeting of Shareholders (File No. 000-25034), filed with the Commission on May 13, 1997.* 10.6.1 Amendment to Greater Bay Bancorp Employee Stock Purchase Plan.*+++ 10.7 Greater Bay Bancorp Change of Control Pay Plan I.*+++
EXHIBIT NO. EXHIBIT ------- ------- 10.8 Greater Bay Bancorp Change of Control Pay Plan II.*+++ 10.9 Greater Bay Bancorp Termination and Layoff Plan I.*+++ 10.10 Greater Bay Bancorp Termination and Layoff Plan II.*+++ 10.11 Greater Bay Bancorp 1997 Elective Deferred Compensation Plan.*+++ 10.12 Form of Indemnification Agreement between Greater Bay Bancorp and with directors and certain executive officers. + 11 Statements re Computation of Earnings per Share.+++ 12 Statement re Computation of Ratios of Earnings to Fixed Charges.+++ 13 Annual Report to Shareholders for the fiscal year ended December 31, 1997.+++ 21 Subsidiaries of the Registrant.+++ 23 Consent of Independent Accountants. 27.1 Annual Financial Data Schedule for 1997. 27.2 Restated Quarterly Financial Data Schedules for 1997. 27.3 Restated Quarterly and Annual Financial Data Schedules for 1996. 27.4 Restated Annual Financial Data Schedule for 1995.
- -------- * Represents executive compensation plans and arrangements of Greater Bay Bancorp. + Incorporated by reference from Greater Bay Bancorp's Registration Statement on Form S-1 (Registration No. 333-22783) dated March 5, 1997. ++ Incorporated by reference from Greater Bay Bancorp's current report on Form 8-K (File No. 000-25034) dated June 5, 1997. +++ Incorporated by reference from Greater Bay Bancorp's Annual Report on Form 10-K (File No. 000-25034), filed with the Commission on March 31, 1998. EX-23 2 CONSENT OF COOPERS & LYBRAND L.L.P. EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Form S-8 (Nos. 333-47747, 333-30915, 333-30913 and 333-16967) of our report dated February 20, 1998, on our audits of the consolidated financial statements of Greater Bay Bancorp and Subsidiaries as of December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996 and 1995, which report is included in this Amendment No. 1 to the Annual Report on Form 10-K. We also consent to the reference to our firm under the caption "Experts." /s/ Coopers & Lybrand L.L.P. San Francisco, California April 13, 1998 EX-27.1 3 ANNUAL FINANCIAL DATA SCHEDULE FOR 1997
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL REPORT TO SHAREHOLDERS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 44,755 0 59,000 0 156,947 44,461 45,246 660,656 (15,208) 1,092,422 973,378 0 9,968 23,000 0 0 44,218 22,040 1,092,422 61,331 13,585 3,000 77,916 27,907 30,140 47,776 6,242 (39) 31,146 16,675 16,675 0 0 10,013 2.51 2.32 8.87 2,843 0 0 0 8,690 (1,130) 56 15,208 15,208 0 0
EX-27.2 4 RESTATED QUARTERLY FINANCIAL DATA SCHEDULES FOR 1997
9 THIS FINANCIAL DATA HAS BEEN RESTATED ON A HISTORICAL BASIS TO REFLECT THE MERGER WITH PENINSULA BANK OF COMMERCE ON A POOLING OF INTERESTS BASIS. 1,000 3-MOS 3-MOS 3-MOS DEC-31-1997 DEC-31-1997 DEC-31-1997 JUL-01-1997 APR-01-1997 JAN-01-1997 SEP-30-1997 JUN-30-1997 MAR-31-1997 45,525 39,710 33,722 0 0 0 42,800 46,800 45,700 0 0 0 192,357 165,255 149,220 52,256 56,075 59,239 51,444 55,512 59,191 619,478 587,858 551,899 (13,258) (12,341) (10,476) 983,762 926,266 868,530 886,417 830,256 767,053 0 2,969 11,803 7,383 6,571 5,361 23,000 23,000 23,000 0 0 0 0 0 0 43,589 43,398 43,010 23,373 20,072 18,303 983,762 926,266 868,530 15,883 15,239 13,076 3,210 3,251 3,026 965 828 429 20,058 19,318 16,531 7,139 6,779 5,882 584 764 292 12,233 11,750 10,332 1,224 2,175 1,993 5 2 (51) 7,466 7,242 5,396 5,458 4,526 4,134 0 0 0 0 0 0 0 0 0 3,292 2,832 2,546 0.83 0.71 0.65 0.76 0.66 0.61 8.85 8.95 8.50 3,133 3,414 3,410 409 3 967 0 0 0 0 0 0 12,341 10,476 8,690 315 338 221 8 28 14 13,258 12,341 10,476 13,258 12,341 10,476 0 0 0 0 0 0
EX-27.3 5 RESTATED FINANCIAL DATA SCHEDULES FOR 1996
9 THE QUARTERLY FINANCIAL DATA SET FORTH BELOW HAS BEEN RESTATED ON A HISTORICAL BASIS TO REFLECT THE MERGERS WITH CUPERTINO NATIONAL BANCORP AND PENINSULA BANK OF COMMERCE ON A POOLING OF INTERESTS BASIS. THE ANNUAL FINANCIAL DATA SET FORTH BELOW HAS BEEN RESTATED ON A HISTORICAL BASIS TO REFLECT THE MERGER WITH PENINSULA BANK OF COMMERCE ON A POOLING OF INTERESTS BASIS. 1,000 12-MOS 3-MOS 3-MOS 3-MOS DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1996 JAN-01-1996 JUL-01-1996 APR-01-1996 JAN-01-1996 DEC-31-1996 SEP-30-1996 JUN-30-1996 MAR-31-1996 45,448 39,852 32,210 32,017 0 0 0 0 27,100 34,700 53,300 50,300 0 0 0 0 62,406 71,755 66,844 63,465 63,176 70,552 56,221 59,437 63,535 70,188 55,796 59,572 505,745 456,526 400,706 361,437 (8,690) (6,983) (6,057) (5,779) 826,365 688,079 629,337 595,779 747,818 620,759 565,714 532,769 0 0 0 0 5,592 6,424 5,098 6,084 3,000 3,000 3,000 3,000 0 0 0 0 0 0 0 0 42,025 42,075 41,455 40,770 15,912 16,003 14,070 13,156 826,365 688,079 629,337 595,779 42,948 10,442 9,815 9,423 8,929 2,148 1,806 1,927 2,221 830 897 542 54,098 13,420 12,518 11,889 18,644 4,909 4,314 4,319 19,125 4,802 4,314 7 34,973 8,600 8,204 7,563 2,156 651 410 365 (263) (123) (109) 22 27,457 6,236 5,963 5,545 9,310 3,069 2,722 2,680 9,310 3,069 2,722 2,680 0 0 0 0 0 0 0 0 5,338 1,851 1,661 1,635 1.40 0.48 0.44 0.44 1.30 0.46 0.42 0.42 9.02 8.72 8.80 8.92 3,436 4,022 3,813 4,202 1,237 645 1,104 880 0 0 0 0 0 0 0 0 5,456 6,057 5,779 5,456 (367) 135 193 66 645 410 61 24 8,690 6,983 6,057 5,779 8,690 6,983 6,057 5,779 0 0 0 0 0 0 0 0
EX-27.4 6 RESTATED ANNUAL FINANCIAL DATA SCHEDULE FOR 1995
9 THIS FINANCIAL DATA HAS BEEN RESTATED ON A HISTORICAL BASIS TO REFLECT THE MERGERS WITH CUPERTINO NATIONAL BANCORP AND PENINSULA BANK OF COMMERCE ON A POOLING OF INTERESTS BASIS. 1,000 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 35,283 0 38,400 0 75,334 61,275 61,717 348,840 5,456 576,588 515,854 0 5,352 3,000 0 0 40,109 12,884 576,588 35,517 7,767 2,554 45,838 15,495 16,339 29,499 1,160 (113) 23,187 7,834 7,834 0 0 4,817 1.36 1.27 9.33 3,105 830 0 0 5,590 (1,489) 195 5,456 5,456 0 0
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