-----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, OngIj7d61DMVeqclfA/ZrF5fAOtj5Ib7k1Ci9gN+oGAfUcVmKMFq8USvq5xk7MzQ EOtOJ17D7VmxyjNC6xd5Dw== 0001012870-96-000871.txt : 19961231 0001012870-96-000871.hdr.sgml : 19961231 ACCESSION NUMBER: 0001012870-96-000871 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961217 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961227 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: 96687144 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): December 17, 1996 ----------------- GREATER BAY BANCORP ------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) California 0-25034 77-038741 - ------------------ ----------- ------------------ (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 420 Cowper Street, Palo Alto, CA 94301 --------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 813-8200 -------------- MID-PENINSULA BANCORP 420 Cowper Street Palo Alto, CA 94301 ------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.) Page 1 of 4 Pages ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. --------------------------------------------- (a) (i) KPMG Peat Marwick, LLP ("KPMG"), the Registrant's former independent accountants, was dismissed on December 17, 1996. (ii) KPMG's report on the financial statements for both of the past two years contained no adverse opinion or a disclaimer of opinion, and was not qualified as to uncertainty, audit scope, or accounting principles. (iii) The decision to change accountants was recommended by the Audit Committee and was approved by the Registrant's Board of Directors on December 17, 1996. (iv) During the two most recent fiscal years and any subsequent interim period preceding the dismissal there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of the disagreement in connection with its reports. (v) KPMG's report on the financial statements for both of the past two years contained no adverse opinion or a disclaimer of opinion, and was not qualified as to uncertainty, audit scope, or accounting principles, except their report dated January 22, 1996, relating to the consolidated balance sheets of Mid-Peninsula Bancorp and subsidiary as of December 31, 1995, and 1994, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, referenced other auditors. On October 7, 1994, the Company acquired San Mateo County Bancorp on a pooling-of-interests basis. KPMG did not audit the consolidated financial statements of San Mateo County Bancorp as of and for the year ended December 31, 1993. Those statements, which are included in the 1993 restated consolidated financial statements, were audited by other auditors, whose report contained an explanatory paragraph regarding the adoption of Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes and SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. KPMG's report, insofar as it relates to the amounts included for San Mateo County Bancorp, is based solely on the report of the other auditors. (b) Coopers & Lybrand, LLP was engaged on December 17, 1996 as the Registrant's independent accountants. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) The following exhibit is attached to this report and incorporated by this reference: (16) Letter from KPMG regarding change in certifying accountants Page 2 of 4 Pages 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: December 17, 1996 /s/ Steven C. Smith ------------------------------------- Steven C. Smith Executive Vice President Chief Operating Officer and Chief Financial Officer Page 3 of 4 Pages December 19, 1996 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Greater Bay Bancorp (formerly Mid- Peninsula Bancorp) and under the date of January 22, 1996, we reported on the consolidated financial statements of Mid-Peninsula Bancorp and subsidiary as of and for the years ended December 31, 1995 and 1994. On December 17, 1996, our appointment as principal accountants was terminated. We have read Greater Bay Bancorp's statements included under Item 4 of its Form 8-K dated December 19, 1996, and we agree with such statements, except that we are not in a position to agree or disagree with Greater Bay Bancorp's statement that the change was recommended and was approved by the Audit Committee of the Board of Directors. Additionally, we are not in a position to agree or disagree with Greater Bay Bancorp's statement that Coopers & Lybrand LLP was engaged on December 17, 1996 as the Registrant's independent accountants. Very truly yours, /s/ KPMG Peat Marwick LLP - ------------------------- -----END PRIVACY-ENHANCED MESSAGE-----