-----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, Dr7imMByLXJwLQtKgfEbFGgaUHKNNJr1wySu+s8MmgGzIIKxcF2ft+naH/xJv2vx NG6CCupQK7w9ltgQY2nG5Q== 0001012870-97-000446.txt : 19970310 0001012870-97-000446.hdr.sgml : 19970310 ACCESSION NUMBER: 0001012870-97-000446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961127 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970307 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25034 FILM NUMBER: 97552528 BUSINESS ADDRESS: STREET 1: 420 COWPER STREET CITY: PALO ALTO STATE: CA ZIP: 94306-1504 BUSINESS PHONE: 4153751555 MAIL ADDRESS: 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 8-K 1 FORM 8-K 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): November 27, 1996 ----------------- GREATER BAY BANCORP ------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) California 0-25034 77-0387041 - ------------------ ----------- ------------------ (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 2860 West Bayshore, Palo Alto, CA 94303 ---------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 813-8200 -------------- GREATER BAY BANCORP 420 Cowper Street Palo Alto, CA 94301 ----------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. (a) On November 27, 1996, Cupertino National Bancorp ("Cupertino"), a California Corporation, and Mid-Peninsula Bancorp, a California Corporation ("Mid-Peninsula"), consummated the merger (the "Merger") described in that certain Second Amended and Restated Agreement and Plan of Reorganization and Merger dated August 20, 1996 (the "Agreement"), between Mid-Peninsula and Cupertino. Pursuant to the Agreement: (a) Cupertino was merged with and into Mid-Peninsula; (b) Mid-Peninsula, as the surviving corporation, changed its name to Greater Bay Bancorp (hereinafter, "Bancorp") and its address to 2860 West Bayshore Road, Palo Alto, California; and (c) Cupertino's corporate existence ceased. The Merger, which has been treated as a pooling of interests for accounting and financial reporting purposes in accordance with Accounting Practices Board Opinion No. 16, "Business Combinations," became effective on November 27, 1996 (the "Effective Time"). At the Effective Time: (a) each share of Mid-Peninsula Common Stock outstanding immediately prior to the Effective Time remained as one outstanding share of Bancorp Common Stock; and (b) each share of Cupertino Common Stock outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive .81522 ("Conversion Ratio") shares of Bancorp Common Stock. In addition, pursuant to the Agreement, each person who held options to purchase shares of Cupertino Common Stock pursuant to the Cupertino Stock Option Plans ("Cupertino Options") received from Bancorp, a substitute option pursuant to the Bancorp 1996 Stock Option Plan (the "Bancorp New Option Plan"), exercisable for the number of shares of Bancorp Common Stock into which each share of Common Stock subject to such unexercised Cupertino Option would have been converted if outstanding as of the Effective Time, rounded up to the nearest full share (a "Substitute Bancorp Option"). Each Substitute Bancorp Option is exercisable at an exercise price determined by dividing the exercise price per share of the Cupertino Option by the Conversion Ratio, rounded to the nearest cent. Each Substitute Option is vested according to the terms of each individual option agreement and option plans and will continue to vest according to the same vesting schedule as provided under the original stock option agreements and is exercisable as provided in the original stock option agreements. (b) Cupertino National Bank & Trust ("CNB"), a wholly owned subsidiary of Cupertino and Mid-Peninsula Bank ("MPB"), a wholly owned subsidiary of Mid-Peninsula became subsidiaries of Greater Bay Bancorp. CNB, with headquarters in Cupertino, California, also has an office in San Jose and two offices in Palo Alto. MPB, with headquarters in Palo Alto, California, also has one office each in San Carlos and San Mateo. CNB's trust division has been renamed Greater Bay Trust Company and will serve clients of both CNB and MPB. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Cupertino: (1) The Consolidated Financial Statements as of December 31, 1995 and 1994 and for each of the years in the three-year period ended December 31, 1995 (incorporated by reference from Cupertino's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 0-18015)) (2) Consolidated Financial Statements as of September 30, 1996 and for the nine months ended September 30, 1996 and 1995 (incorporated by reference from Cupertino's Quarterly Report on Form 10-Q for the nine months ended September 30, 1996 (File No. 18015)) (b) Pro forma financial information: (1) Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Balance Sheet as of September 30, 1996. (2) Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Income Statement for the nine months ended September 30, 1996. (3) Mid-Peninsula and Cupertino Unaudited Pro-Forma Combined Income Statement for the years ended December 31, 1995, 1994 and 1993 (incorporated by reference from the Proxy Statement dated September 25, 1996 of Mid-Peninsula at pages 15 to 17.) (c) Exhibits 2.1 Seconded Amended and Restated Agreement and Plan of Reorganization and Merger dated as of August 20, 1996 between Mid-Peninsula and Cupertino (incorporated by reference from Appendix A in the Company's Registration Statements on Form S-4 (No. 333-10781) dated August 23, 1996). 23 Consent of Independent Accounts for Cupertino National Bancorp UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 1996 (IN THOUSANDS)
MID-PENINSULA & CUPERTINO MID-PENINSULA CUPERTINO ADJUSTMENTS COMBINED ------------- --------- ------------ --------------- ASSETS Cash and due from banks $ 11,622 $ 20,273 $ -- $ 31,895 Federal funds sold 21,000 4,600 - 25,600 Securities held-to-maturity 6,385 57,895 -- 64,280 Securities available-for-sale 53,995 1,002 -- 54,997 FRB and FHLB stock 430 1,021 -- 1,451 Loans, net 159,861 220,882 -- 380,743 Premises and equipment 981 3,186 -- 4,167 Other assets 5,579 10,696 -- 16,275 -------- --------- ------- -------- TOTAL ASSETS $259,853 $ 319,555 $ -- $579,408 ======== ========= ======= ======== LIABILITIES Deposits $234,137 $294,902 $ -- $529,039 Subordinated debt -- 3,000 -- 3,000 Other liabilities 1,683 865 2,791(1) 5,339 -------- --------- ------- -------- TOTAL LIABILITIES 235,820 298,767 2,791 537,378 SHAREHOLDERS' EQUITY 24,033 20,788 (2,791) 42,030 -------- --------- ------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $259,853 $ 319,555 $ -- $579,408 ======== ========= ======= ========
(1) The following table reflects all nonrecurring Mid-Peninsula and Cupertino estimated merger and restructuring related costs as of September 30, 1996. 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):
Mid-Peninsula Cupertino Combined ------------- --------- -------- Financial Advisory $ 208 $ 328 $ 536 Professional fees and printing 358 210 568 Other 905 782 1,687 ------ ------ ------ Total $1,471 $1,320 $2,791 ====== ====== ======
UNAUDITED PRO FORMA COMBINED INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (IN THOUSANDS)
MID-PENINSULA & CUPERTINO MID-PENINSULA CUPERTINO ADJUSTMENTS COMBINED ------------- --------- ----------- ---------------- Interest and fees on loans and leases $10,845 $ 14,626 $ -- $25,471 Interest on investment securities 2,241 2,688 -- 4,929 Interest on federal funds sold/ other interest income 1,172 336 -- 1,508 ------- -------- ------- TOTAL INTEREST INCOME 14,258 17,650 -- 31,908 Interest on deposits 5,380 6,163 -- 11,543 ------- -------- ------- Net interest income 8,878 11,487 -- 20,365 Provision for loan loss 427 864 -- 1,291 ------- -------- ------- ------- Net interest income after provision for loan loss 8,451 10,623 -- 19,074 Non interest income 324 2,263 -- 2,587 Non interest expnese 4,696 10,395 -- 15,091 ------- -------- ------- Income before taxes 4,079 2,491 -- 6,570 Taxes on income 1,706 943 -- 2,649 ------- -------- ------- ------- NET INCOME $ 2,373 $ 1,548 $ -- $ 3,921 ======= ======== ======= ======= Earnings per share $ 1.44 $ 0.76 $ 1.05 Weighted average shares outstanding 1,652 2,029 3,721
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 Date: March 5, 1997 /s/ Steven C. Smith ------------------- Steven C. Smith Executive Vice President Chief Operating Officer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Item Page - ----------- ---- ---- 2.1 Seconded Amended and Restated Agreement and Plan of Reorganization and Merger dated as of August 20, 1996 between Mid-Peninsula and Cupertino (incorporated by reference from Appendix A in the Company's Registration Statements on Form S-4 (No. 333-10781) dated August 23, 1996). 23 Consent of Independent Accounts for Cupertino National Bancorp. EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23 CUPERTINO NATIONAL BANCORP AND SUBSIDIARIES CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Form 8-K and the Registration Statement on Form S-8 (No. 333-16987) of Greater Bay Bancorp (formerly Mid-Peninsula Bancorp) of our report dated January 26, 1996, with respect to the consolidated financial statements of Cupertino National Bancorp incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 1995 filed with the Securities and Exchange Commission. /s/ Coopers & Lybrand, LLP - -------------------------- San Francisco, California March 6, 1997 -----END PRIVACY-ENHANCED MESSAGE-----