-----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, MryFuPwEwjgYLurAYz0bcQeBad81CJzm9x5gEeyJ0VNpKI+sKwiHpS4SFIchz9Gm 5pN0MZjvd0FVMjola9h0/w== 0001012870-00-002967.txt : 20000519 0001012870-00-002967.hdr.sgml : 20000519 ACCESSION NUMBER: 0001012870-00-002967 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000518 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREATER BAY BANCORP CENTRAL INDEX KEY: 0000775473 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 770387041 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25034 FILM NUMBER: 639757 BUSINESS ADDRESS: STREET 1: 2860 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4153751555 MAIL ADDRESS: STREET 1: 2860 BAYSHORE ROAD 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): May 18, 2000 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 2. Acquisition or Disposition of Assets. On May 18, 2000, Coast Bancorp ("Coast") merged (the "Merger") with and into Greater Bay Bancorp (the "Registrant") pursuant to the an Agreement and Plan of Reorganization, dated as of December 14, 1999, by and between Coast and the Registrant (the "Agreement"). In accordance with the Agreement, former shareholders of Coast received approximately 3,070,000 shares of the Registrant's common stock in exchange for each of their shares of Coast common stock. As a result of the Merger, Coast Commercial Bank ("CCB"), formerly a wholly owned subsidiary of Coast, became a wholly owned subsidiary of the Registrant. The Merger was accounted for as a pooling of interests. As of March 31, 2000, CCB had 6 banking offices located in Aptos, Capitola, Santa Cruz, Scotts Valley and Watsonville, California, with total assets of $409.6 million, total deposits of $313.6 million and total loans of $216.9 million. CCB will continue to conduct its banking operations at all of these locations after the Merger. In connection with the Merger, James Thompson, the Chairman of the Board of CCB, was appointed to the Board of Directors of GBB. In addition, David Kalkbrenner, President and Chief Executive Officer of GBB, was appointed to the Board of Directors of CCB. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Coast Bancorp Annual Report on Form 10-K for the year ended December 31, 1999, Commission file number 0-28938, filed on March 3, 2000, as amended by Form 10-K/A filed on April 6, 2000, is incorporated herein by this reference. Coast Bancorp Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, Commission filed number 0-28938, filed on April 28, 2000, is incorporated herein by this reference. (b) Pro forma financial information. Index to pro forma financial information: Pro forma Condensed Combined Balance Sheet as of March 31, 2000 Pro forma Condensed Combined Statements of Operations for the three months ended March 31, 2000 and 1999 and for the year ended December 31, 1999 (c) Exhibits. 23 Consent of Deloitte & Touche LLP, Independent Auditors of Coast 2 99.1 Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2000 and unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2000 and 1999 and for the year ended December 31, 1999 Pro Forma Financial Information Included as Exhibit 99.1 of this Current Report on Form 8-K is unaudited pro forma condensed combined financial information. The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2000 combines the historical consolidated balance sheets of the Registrant and Coast, as if the Merger had been effective on March 31, 2000, after giving effect to certain adjustments. These adjustments are based on estimates. The Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2000 and 1999 and for the year ended December 31, 1999 present the combined results of operations of the Registrant and Coast as if the Merger had been effective at the beginning of each period. The unaudited pro forma condensed combined financial information and accompanying notes reflect the application of the pooling of interests method of accounting for the Merger. Under this method of accounting, the recorded assets, liabilities, shareholders' equity, income and expenses of the Registrant and Coast are combined and reflected at their historical amounts. The pro forma combined figures shown in the unaudited pro forma condensed combined financial information are simply arithmetical combinations of the Registrant's and Coast's separate financial results; you should not assume that the Registrant and Coast would have achieved the pro forma combined results if they had actually been combined during the periods presented. The combined company expects to achieve merger benefits in the form of operating cost savings. The pro forma earnings, which do not reflect any direct costs or potential savings which are expected to result from the consolidation of the operations of the Registrant and Coast, are not indicative of the results of future operations. No assurances can be given with respect to the ultimate level of expense savings. 3 Pro Forma Earnings with Estimated Operating Efficiencies The pro forma condensed combined financial information contained in Exhibit 99.1 indicates that, for the three months ended March 31, 2000, the Registrant's diluted earnings per share (before merger, nonrecurring and extraordinary items) would have been $0.72, a decline of $0.01 per share from the reported earnings before the merger with Coast. However, these pro forma earnings per share do not reflect the operating efficiencies that the Registrant has realized in all of its previous mergers. On average, the Registrant has realized operating efficiencies from its prior mergers in excess of 15% of the operating expenses of the acquired institutions. The following table details the impact of applying the Registrant's historical percentage of operating efficiencies attained on a pro forma basis to March 31, 2000 earnings:
Operating Net Diluted Expenses Income (1) EPS (1) -------- ---------- ------- Pro-forma before operating efficiencies $ 12,878 $0.72 Coast operating expenses: $3,417 Greater Bay Historical Merger & Acquisition Operating Efficiencies 15.0% ---------- Estimated Operating Efficiencies, Gross 513 Estimated Operating Efficiencies, Net of Tax $ 302 302 $0.02 ========== -------- Adjusted Pro-Forma Net Income After Operating Efficiencies $ 13,180 $0.74 ======== (1) Before merger, nonrecurring and extraordinary items.
No assurance can be given that these operating efficiencies will be achieved. Information contained under this caption constitutes "forward- looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. The Registrant's actual results may differ significantly from the results discussed in these forward-looking statements. Factors that might cause such a difference include but are not limited to difficulties in integrating the business of the newly acquired institution, the timing relating to achieving the operating efficiencies, economic conditions, competition in the geographic and business areas in which the Registrant conducts its operations and government regulation. 4 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: May 18, 2000 By: /s/ Steven C. Smith ------------------- Steven C. Smith Executive Vice President, Chief Administrative Officer and Chief Financial Officer 5 Exhibit Index ------------- 23 Consent of Deloitte & Touche LLP, Independent Auditors of Coast 99.1 Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2000 and unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2000 and 1999 and for the year ended December 31, 1999 6 EX-23 2 INDEPENDENT AUDITORS CONSENT Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statements of Greater Bay Bancorp on Form S-3 (Nos. 333-61679, 333-70025, 333-94343 and 333-35622), Form S-4 (No. 333-35576) and Form S-8 (Nos. 333-30913, 333-67677, 333-30915, 333-16967, 333-47747 and 333-30812) of our report dated January 21, 2000 on the financial statements of Coast Bancorp appearing in the Annual Report on Form 10-K/A of Coast Bancorp for the year ended December 31, 1999, which financial statements and report are incorporated by reference in this Current Report on Form 8-K of Greater Bay Bancorp. /s/ Deloitte & Touche LLP San Jose, California May 18, 2000 EX-99.1 3 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHT Exhibit 99.1 Unaudited Pro Forma Condensed Combined Balance Sheet As of March 31, 2000 (Dollars in thousands)
Greater Coast Greater Bay & Co Bay Bancorp Adjustments (1) Bancorp Combined --- ------- --------------- ---------------- Assets Cash and due from banks $ 138,937 $ 15,364 $ - $ 154,301 Federal funds sold 284,300 24,400 - 308,700 Other short-term securities 805 - - 805 Securities available-for-sale 339,450 140,367 - 479,817 Securities held-to-maturity and other 245,709 - - 245,709 Total loans, net 2,037,828 209,195 - 2,247,023 Property, premises and equipment 21,443 1,842 - 23,285 Interest receivable and other assets 129,170 18,427 400 147,997 ----------------- ------------------- --------------- --------------- Total assets $ 3,197,642 $ 409,595 $ 400 $ 3,607,637 ================= =================== =============== =============== Liabilities Total Deposits $ 2,845,466 $ 313,634 $ - $ 3,159,100 Other borrowings 41,100 56,024 - 97,124 Other liabilities 53,226 5,472 3,800 62,498 Trust Preferred Securities 59,500 - - 59,500 ----------------- ------------------- --------------- --------------- Total Liabilities 2,999,292 375,130 3,800 3,378,222 ----------------- ------------------- --------------- --------------- Shareholders' EquitY 198,350 34,465 (3,400) 229,415 ----------------- ------------------- --------------- --------------- Total liabilities and shareholders' equity $ 3,197,642 $ 409,595 $ 400 $ 3,607,637 ================= =================== =============== ===============
(1) The table above reflects all nonrecurring Greater Bay and Coast Bancorp estimated merger-related costs as of March 31, 2000. The nonrecurring Greater Bay and Coast Bancorp estimated merger-related costs are not included on the unaudited pro forma condensed combined statement of operations but are included on the unaudited pro forma condensed combined balance sheet as a reduction to shareholders' equity, net of a $2.0 million tax benefit. These costs will be charged to expense immediately following the consummation of the merger. Unaudited Pro Forma Condensed Combined Statement of Operations For the Quarter Ended March 31, 2000 (Dollars in thousands)
Greater Coast Greater Bay & Co Bay Bancorp Adjustments (1) Bancorp Combined --- ------- --------------- ---------------- Interest on loans $ 47,679 $ 5,701 $ 53,380 Interest on investment securities 9,247 2,305 11,552 Other interest income 4,304 217 4,521 -------------------- ---------------- -------------- ----------------- Total interest income 61,230 8,223 69,453 Interest on deposits 22,820 1,983 24,803 Other interest expense 2,032 702 2,734 -------------------- ---------------- -------------- ----------------- Net interest income 36,378 5,538 41,916 Provision for loans losses 5,227 87 5,314 -------------------- ---------------- -------------- ----------------- Net interest income after provision for loan losses 31,151 5,451 36,602 Other income 14,694 1,317 16,011 Operating expenses 19,335 3,417 22,752 -------------------- ---------------- -------------- ----------------- Income before provision for income taxes and merger and other related nonrecurring costs and extraordinary items 26,510 3,351 29,861 Provision for income taxes 10,648 1,316 11,964 -------------------- ---------------- -------------- ----------------- Income before merger and other related nonrecurring costs, net of tax 15,862 2,035 17,897 Merger and other related nonrecurring costs, net of tax (2,389) - (2,389) -------------------- ---------------- -------------- ----------------- Net income $ 13,473 $ 2,035 $ 15,508 ==================== ================ ============== ================= Net income per share - basic (1) $ 0.77 $ 0.42 $ 0.75 ==================== ================ ============== ================= Average common shares outstanding 14,031,000 4,823,000 (1,766,000) 17,088,000 ==================== ================ ============== ================= Net income per share - diluted (1) $ 0.73 $ 0.41 $ 0.71 ==================== ================ ============== ================= Average common and common equivalent shares outstanding 14,763,000 4,964,000 (1,818,000) 17,909,000 ==================== ================ ============== =================
(1) Before merger, nonrecurring and extraordinary items. (2) Calculated as the historical Greater Bay weighted average shares plus the historical Coast Bancorp weighted average shares adjusted for the conversion ratio of 0.6338. Unaudited Pro Forma Condensed Combined Statement of Operations For the Quarter Ended March 31, 1999 (Dollars in Thousands)
Greater Coast Greater Bay & Coast Bay Bancorp Adjustments (2) Bancorp Combined --- ------- --------------- ------------------- Interest on loans $ 32,237 $ 4,133 $ 36,370 Interest on investment securities 5,936 1,530 7,466 Other interest income 1,976 374 2,350 ------------ ------------- ----------- ----------- Total interest income 40,149 6,037 46,186 Interest on deposits 13,787 1,512 15,299 Other interest expense 2,142 139 2,281 ------------ ------------- ----------- ----------- Net interest income 24,220 4,386 28,606 Provision for loans losses 1,163 - 1,163 ------------ ------------- ----------- ----------- Net interest income after provision for loan losses 23,057 4,386 27,443 Other income 3,122 1,472 4,594 Operating expenses 15,434 3,203 18,637 ------------ ------------- ----------- ----------- Income before provision for income taxes and merger and other related nonrecurring costs and extraordinary items 10,745 2,655 13,400 Provision for income taxes 4,181 1,099 5,280 ------------ ------------- ----------- ----------- Income before merger and other related nonrecurring costs, net of tax 6,564 1,556 8,120 Merger and other related nonrecurring costs, net of tax - - - ------------ ------------- ----------- ----------- Income before extraordinary items 6,564 1,556 8,120 Extraordinary item (88) - (88) ------------ ------------- ----------- ----------- Net income $ 6,476 $ 1,556 $ 8,032 ============ ============= =========== =========== Net income per share - basic (1) $ 0.50 $ 0.33 $ 0.50 ============ ============= =========== =========== Average common shares outstanding 13,053,000 4,773,000 (1,738,000) 16,088,000 ============ ============= =========== =========== Net income per share - diluted (1) $ 0.46 $ 0.32 $ 0.48 ============ ============= =========== =========== Average common and common equivalent shares outstanding 13,973,000 4,876,000 (1,785,000) 17,064,000 ============ ============= =========== ===========
(1) Before merger, nonrecurring and extraordinary items. (2) Calculated as the historical Greater Bay weighted average shares plus the historical Coast Bancorp weighted average shares adjusted for the conversion ratio of 0.6338. Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 1999 (Dollars in Thousands)
Greater Coast Greater Bay & Coast Bay Bancorp Adjustments (2) Bancorp Combined --- ------- --------------- ---------------- Interest on loans $ 149,883 $ 19,403 $ 169,286 Interest on investment securities 27,675 7,013 34,688 Other interest income 12,740 885 13,625 ------------ ------------ -------------- ------------ Total interest income 190,298 27,301 217,599 Interest on deposits 68,049 6,179 74,228 Other interest expense 8,508 1,094 9,602 ------------ ------------ -------------- ------------ Net interest income 113,741 20,028 133,769 Provision for loans losses 13,064 - 13,064 ------------ ------------ -------------- ------------ Net interest income after provision for loan losses 100,677 20,028 120,705 Other income 33,306 4,670 37,976 Operating expenses 79,212 13,372 92,584 ------------ ------------ -------------- ------------ Income before provision for income taxes and merger and other related nonrecurring costs and extraordinary items 54,771 11,326 66,097 Provision for income taxes 17,659 4,387 22,046 ------------ ------------ -------------- ------------ Income before merger and other related nonrecurring costs, net of tax 37,112 6,939 44,051 Merger and other related nonrecurring costs, net of tax (6,486) - (6,486) ------------ ------------ -------------- ------------ Income before extraordinary items 30,626 6,939 37,565 Extraordinary item (88) - (88) ------------ ------------ -------------- ------------ Net income $ 30,538 $ 6,939 $ 37,477 ============ ============ ============== ============ Net income per share - basic (1) $ 2.45 $ 1.45 $ 2.42 ============ ============ ============== ============ Average common shares outstanding 13,310,000 4,792,000 (1,761,000) 16,341,000 ============ ============ ============== ============ Net income per share - diluted (1) $ 2.30 $ 1.41 $ 2.28 ============ ============ ============== ============ Average common and common equivalent shares outstanding 14,189,000 4,910,000 (1,815,000) 17,284,000 ============ ============ ============== ============
(1) Before merger, nonrecurring and extraordinary items. (2) Calculated as the historical Greater Bay weighted average shares plus the historical Coast Bancorp weighted average shares adjusted for the conversion ratio of 0.6338. -----END PRIVACY-ENHANCED MESSAGE-----